EXHIBIT 4.7(l)


 


 


DEUTSCHE
BANK AKTIENGESELLSCHAFT





NEW YORK
BRANCH





Issuer


 






AND





WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee





AND





DEUTSCHE BANK TRUST COMPANY AMERICAS,





Paying
Agent, Transfer Agent and Registrar and Authenticating Agent


 


Eighth
Supplemental Subordinated Indenture


 


Dated
as of January 14, 2021


 


to the
Subordinated Indenture


 


 


Dated
as of May 21, 2013


 


Fixed
to Floating Reset Rate





Subordinated
Tier 2 Notes due 2032


 




     


     


    

TABLE
OF CONTENTS


 


 


TABLE
OF CONTENTS


 




	Article 1 Definitions and Incorporation by Reference	4
	Section 1.01   Definitions	4
	Section 1.02   Incorporation by Reference of Trust Indenture Act.	8
	Section 1.03   Rules of Construction.	9
	Article 2 The Notes	9
	Section 2.01   Title and Terms.	9
	Section 2.02   Form of the Notes.	10
	Section 2.03   Rate of Interest.	12
	Section 2.04   Notes Subject to Resolution Measures.	18
	Section 2.05   Legends.	21
	Section 2.06   Book-Entry Provisions for the Global Notes.	23
	Section 2.07   Default.	24
	Section 2.08   Status.	25
	Article 3 Additional Covenants	27
	Section 3.01   Payment of Additional Amounts.	27
	Section 3.02   Written Statement to Trustee.	29
	Article 4 Redemption or Repurchase of Notes	29
	Section 4.01   Deposit of Redemption Price.	29
	Section 4.02   Cessation of Interest Accrual.	30
	Section 4.03   Optional Redemption.	30
	Section 4.04   Tax Redemption.	30
	Section 4.05   Redemption for Regulatory Reasons.	31
	Section 4.06   Payment on the Maturity Date.	31
	Section 4.07   Repurchase.	31
	Section 4.08   Amounts to be Returned to the Issuer.	31
	Article 5 Satisfaction and Discharge of Supplemental Subordinated Indenture	32
	Section 5.01   Satisfaction and Discharge of Supplemental Subordinated Indenture.	32
	Article 6 Miscellaneous Provisions	32
	Section 6.01   Scope of Supplemental Subordinated Indenture.	32
	Section 6.02   Provisions of Supplemental Subordinated Indenture for the Sole Benefit
of Parties and Holders of Notes.	33
	Section 6.03   Successors and Assigns of Issuer Bound by Supplemental Subordinated
Indenture	33
	Section 6.04   Notices and Demands on Issuer, Trustee, Agents and Holders of Notes.	33
	Section 6.05   Mutilated and Lost Notes.	35
	Section 6.06   Unclaimed Moneys.	35
	Section 6.07   Payments Due on Saturdays, Sundays and Holidays.	35
	Section 6.08   Conflict of any Provisions of Supplemental Subordinated Indenture with
Trust Indenture Act.	35
	Section 6.09   Governing Law.	36
	




    i


     


    


	Section 6.10   Counterparts.	36
	Section 6.11   Effect of Headings	36
	Section 6.12   Submission to Jurisdiction.	36
	Section 6.13   Not Responsible for Recitals or Issuance of Securities.	37
	Section 6.14   Further Issues.	37
	Section 6.15   Waiver of Right to Set-Off.	37
	Article 7 Supplements to Supplemental Subordinated Indenture	37
	Section 7.01   Supplements without Consent of Holders.	37



 





 


 


EXHIBIT
 


 


EXHIBIT A:Form
of Global Note


 




 




    ii


     


    

THIS EIGHTH
SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of January 14, 2021 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”),
ACTING THROUGH ITS NEW YORK BRANCH, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and
DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating
Agent.


 


W
I T N E S S E T H :


 


WHEREAS,
the Issuer has heretofore executed and delivered to the Trustee a subordinated indenture, dated as of May 21, 2013 (the “Base
Subordinated Indenture,” as may be amended from time to time), providing for the issuance from time to time of one or
more series of its subordinated unsecured debentures, notes or other evidences of indebtedness (the “Subordinated Debt
Securities”), a third supplemental subordinated indenture, dated as of December 1, 2017, adding certain provisions to,
and modifying certain provisions of the Base Subordinated Indenture, a fifth supplemental subordinated indenture, dated as of
July 8, 2020, modifying certain provisions of the Base Subordinated Indenture, and a seventh supplemental subordinated indenture,
dated as of January 14, 2021, modifying certain provisions of the Base Subordinated Indenture (references to the “Base Subordinated
Indenture” herein shall mean the Base Subordinated Indenture as amended by such third supplemental subordinated indenture,
such fifth supplemental subordinated indenture and such seventh supplemental subordinated indenture);


 


WHEREAS,
Section 8.01(d) of the Base Subordinated Indenture provides that the Issuer and the Trustee may from time to time enter into one
or more indentures supplemental thereto to establish the form or terms of Subordinated Debt Securities;


 


WHEREAS,
the Issuer, pursuant to the foregoing authority, proposes in and by this eighth supplemental subordinated indenture (the “Supplemental
Subordinated Indenture” and, together with the Base Subordinated Indenture, the “Subordinated Indenture”)
to supplement the Base Subordinated Indenture insofar as it will apply only to the Fixed to Floating Reset Rate Subordinated Tier
2 Notes due 2032 (the “Notes”) issued hereunder (and not to any other series of Subordinated Debt Securities);
and


 


WHEREAS,
all things necessary have been done to make the Notes, when executed by the Issuer and authenticated and delivered hereunder and
duly issued by the Issuer, the valid obligations of the Issuer, and to make this Supplemental Subordinated Indenture a valid agreement
of the Issuer, in accordance with their and its terms;


 




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NOW, THEREFORE:


 


In consideration
of the premises and the purchases of the Notes by the holders thereof, the Issuer, DBTCA and the Trustee mutually covenant and
agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:


 


Article
1

Definitions and Incorporation by Reference


 


Section
1.01Definitions. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Base
Subordinated Indenture unless otherwise indicated. For all purposes of this Supplemental Subordinated Indenture and the Notes,
the following terms are defined as follows:


 


“Additional
Amounts” has the meaning specified in Section 3.01.


 


“Agent
Member” has the meaning specified in Section 2.06.


 


“Agents”
means the Paying Agent, the Transfer Agent, the Registrar and the Authenticating Agent.


 


“Authenticating
Agent” means DBTCA.


 


“Authorized
Agent” has the meaning specified in Section 6.12.


 


“Authorized
Signatories” means any two persons acting together authorized by the Issuer, its articles of association or otherwise
under German law to act on behalf of the Issuer.


 


“Business
Day” means a day on which (i) the Trans-European Automatic Real-time Gross settlement Express Transfer system (TARGET2)
is open for business and (ii) commercial banks and foreign exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits) in New York City.


 


“Calculation
Agent” means Deutsche Bank AG, London Branch.


 


“Compounded
SOFR” has the meaning specified in Section 2.03.


 


“Code”
has the meaning specified in Section 3.01


 


“competent
supervisory authority” means any authority primarily responsible for the prudential supervision of the Issuer.


 




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“corporation”
means any corporation, association, limited liability company, company or business trust.


 


“CRR”
means Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit
institutions and investment firms and amending Regulation (EU) No 648/2012 (including any provisions of regulatory law supplementing
this Regulation); to the extent that any provisions of the CRR are amended or replaced, the term CRR as used in this Supplemental
Subordinated Indenture and the terms of the Notes shall refer to such amended provisions or successor provisions.


 


“Defaulted
Interest” has the meaning specified in Section 2.07(a).


 


“Depositary”
means The Depository Trust Company, its nominees and their respective successors.


 


“Determination
Date” means the day falling two Business Days prior to the Reset Date.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


“Fixed
Interest Rate” means 3.729% per annum.


 


“Fixed
Rate Period” means from (and including) the date of issuance to (but excluding) the Reset Date.


 


“Floating
Rate Period” means from (and including) the Reset Date to (but excluding) the Maturity Date.


 


“Floating
Reset Interest Rate” means the variable rate per year which will be equal to Compounded SOFR plus 2.757%.


 


“Global
Notes” has the meaning specified in Section 2.04(a).


 


“Holder,”
“Holder of Notes” or other similar terms means the registered holder of any Note.


 


“incorporated
provision” has the meaning specified in Section 6.08.


 


“Interest
Payment Date” means (i) with respect to the Fixed Rate Period, January 14 and July 14 of each year, commencing on July
14, 2021, and ending on the Reset Date, and (ii) with respect to the Floating Rate Period, the second Business Day after each
Interest Period End Date; provided that the Interest Payment Date with respect to the final Interest Period will be the
Maturity Date. If any scheduled Interest Payment Date during the Fixed Rate Period is not a Business Day, the Issuer will pay
interest on the next Business Day, but the


 




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payment will
not include the interest accrued during the period from and after the scheduled Interest Payment Date. If the date of redemption
or repayment is not a Business Day, the Issuer may pay interest and principal on the next succeeding Business Day, but interest
on that payment will not accrue during the period from and after the date of redemption or repayment. With regard to the Floating
Rate Period, if the scheduled final Interest Period End Date (i.e., the Maturity Date) falls on a day that is not a Business Day,
the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not
accrue from and after the scheduled final Interest Period End Date.


 


An “Interest
Period” means, with respect to the Fixed Rate Period, each period from, and including, an Interest Payment Date (or
the Issue Date in the case of the first Interest Period during the Fixed Rate Period) to, but excluding, the following Interest
Payment Date (or the Reset Date in the case of the final Interest Period during the Fixed Rate Period), and with respect to the
Floating Rate Period, each period from, and including, an Interest Period End Date (or the Reset Date in the case of the first
Interest Period during the Floating Rate Period) to, but excluding, the following Interest Period End Date (or the Maturity Date
in the case of the final Interest Period during the Floating Rate Period).


 


An “Interest
Period End Date” means with respect to the Floating Rate Period, January 14, April 14, July 14 and October 14 of each
year, commencing on April 14, 2031 and ending on the Maturity Date; provided that if any scheduled Interest Period End Date (other
than the Maturity Date) is not a Business Day (as defined below), it will be postponed to the following Business Day, except that,
if that Business Day would fall in the next calendar month, the Interest Period End Date will be the immediately preceding Business
Day.


 


“Issue
Date” means January 14, 2021.


 


“Issuer”
means the company named as the “Issuer” in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of the Subordinated Indenture, and thereafter “Issuer” shall mean
such successor Person.


 


“Issuer
Order” means a written statement, request or order of the Issuer signed in its name by any two Authorized Signatories
of the Issuer.


 


“Maturity
Date” means January 14, 2032.


 


“Note”
or “Notes” has the meaning specified to it in the third recital paragraph of this Supplemental Subordinated
Indenture.


 


“Paying
Agent” means DBTCA, with respect to payments to be made in U.S. Dollars (or such other currency as to which DBTCA or
its agent has agreed


 




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to make payments
hereunder), or any person authorized by the Issuer in accordance with Section 3.04 of the Base Subordinated Indenture.


 


“Payment
Claims” has the meaning specified in Section 2.08(c).


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


“Physical
Notes” means Notes issued in definitive, fully registered form without interest coupons.


 


“Record
Date” means either a Regular Record Date or a Special Record Date, as the case may be.


 


“Redemption
Date,” when used with respect to any Note to be redeemed, means the date set for such redemption by or pursuant to this
Supplemental Subordinated Indenture.


 


“Redemption
Price,” when used with respect to any Note to be redeemed pursuant to Article 4 of this Supplemental Subordinated Indenture,
means the amount equal to 100% of the principal amount (subject to the imposition of any Resolution Measure) of the Notes to be
redeemed.


 


“Registrar”
means DBTCA.


 


“Regular
Record Date” in respect of interest on the Notes payable means the Business Day immediately preceding an Interest Payment
Date.


 


“Relevant
Date” means the date on which the payment first becomes due but, if the full amount payable has not been received by
the Paying Agent on or before the due date, it means the date on which, the full amount having been so received.


 


“Reset
Date” means January 14, 2031.


 


“Resolution
Measure” has the meaning set forth in Section 2.04.


 


“Senior
Indebtedness” means any indebtedness or other payment obligation of the Issuer that is not expressed to be subordinated,
including, but not limited to: (a) the principal of and premium, if any, and interest, on, whether outstanding now or incurred
later, (1) all indebtedness for money borrowed by the Issuer, including indebtedness of others guaranteed by the Issuer, other
than any subordinated debt securities, indebtedness that is expressed to rank junior to subordinated debt securities and other
indebtedness that is expressly stated as not senior, and (2) any amendments, renewals, extensions, modifications and refundings
of any indebtedness, unless in any such case the instrument evidencing


 




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the indebtedness
provides that it is not senior in right of payment to the Notes; (b) all of the Issuer’s capital lease obligations and any
synthetic leases or tax retention operating leases; (c) all of the Issuer’s obligations issued or assumed as the deferred
purchase price of property, and all conditional sale or title retention agreements; (d) all of the Issuer’s obligations,
contingent or otherwise, in respect of any letters of credit, bankers acceptances, security purchase facilities and similar credit
transactions; (e) all of the Issuer’s obligations in respect of interest rate swap, cap or similar agreements, interest
rate future or options contracts, currency swap agreements, currency future or option contracts, commodity contracts and other
similar agreements; (f) all obligations of the type referred to in clauses (a) through (e) of other persons for the payment of
which the Issuer is responsible or liable as obligor, guarantor or otherwise; and (g) all obligations of the type referred to
in clauses (a) through (f) of other persons secured by any lien on any of the Issuer’s property or assets whether or not
such obligation is assumed by the Issuer.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed pursuant to Section 2.07(a).


 


“Tax
Jurisdiction” means the Federal Republic of Germany or the United States, or any political subdivision or any authority
thereof or therein having power to tax.


 


“Transfer
Agent” means DBTCA.


 


“Trust
Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall
have become such pursuant to the applicable provisions of this Supplemental Subordinated Indenture, and thereafter “Trustee”
shall mean such successor Trustee.


 


“U.S.
Dollar” means the coin or currency of the United States of America as at the time of payment is legal tender for the
payment of public and private debts.


 


“Withholding
Taxes” has the meaning specified in Section 3.01.


 


Section
1.02Incorporation by Reference of Trust Indenture Act. Whenever this Supplemental Subordinated Indenture refers to
a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Supplemental Subordinated
Indenture.


 


The following
Trust Indenture Act terms used in this Supplemental Subordinated Indenture have the following meanings:


 




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“indenture
securities” means the Notes;


 


“indenture
security holder” means a Holder;


 


“indenture
to be qualified” means the Subordinated Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 


“obligor”
on the Notes means the Issuer and any other obligor on the indenture securities.


 


All other
Trust Indenture Act terms used in this Supplemental Subordinated Indenture that are defined by the Trust Indenture Act, defined
by Trust Indenture Act reference to another statute or defined by U.S. Securities Exchange Commission rule have the meanings assigned
to them by such definitions.


 


Section
1.03Rules of Construction.


 


(a)       For
all purposes of this Supplemental Subordinated Indenture, except as otherwise expressly provided or unless the context otherwise
requires:


 


the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
and


 


the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Supplemental Subordinated Indenture
as a whole and not to any particular Article, Section or other subdivision.


 


(b)       Capitalized
terms used herein but not otherwise defined shall have the meanings assigned to them in the Base Subordinated Indenture.


 


(c)       To
the extent the terms of the Base Subordinated Indenture are inconsistent with provisions of this Supplemental Subordinated Indenture,
the terms of this Supplemental Subordinated Indenture shall govern, but only with respect to the Notes.


 


Article
2

The Notes


 


Section
2.01Title and Terms.


 


(a)       The
Notes shall be known and designated as the “Fixed to Floating Reset Rate Subordinated Tier 2 Notes due 2032” of the
Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under this Supplemental Subordinated
Indenture shall not initially


 




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exceed
$1,250,000,000 (except as otherwise provided in the Subordinated Indenture). The Notes shall be issuable in minimum denominations
of $200,000 principal amount and integral multiples of $1,000 in excess thereof.


 


(b)       The
Notes are intended to qualify as own funds in the form of Tier 2 capital of the Issuer under the CRR.


 


(c)       The
Notes shall be due and payable on the Maturity Date unless previously redeemed or repurchased and cancelled.


 


(d)       Subject
to the imposition of any Resolution Measure or a redemption pursuant to Article 4, the Notes shall bear interest (i) from (and
including) the date of issuance to (but excluding) the Reset Date at the Fixed Interest Rate and (ii) from (and including) the
Reset Date to (but excluding) the Maturity Date at the Floating Reset Interest Rate. Interest for the Fixed Rate period shall
be payable semi-annually in arrears on each Interest Payment Date. Interest for the Floating Rate Period shall be payable quarterly
in arrears on the second Business Day following each Interest Period End Date, provided that the final payment of principal
and interest will be made on the Maturity Date.


 


(e)       Interest
on the Notes for the Fixed Rate Period shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on the
Notes for the Fixed Rate Period shall be computed on the basis of the actual number of days in the relevant period divided by
360.


 


(f)       A
Holder of any Note at the close of business on a Regular Record Date shall be entitled to receive interest on such Note on the
corresponding Interest Payment Date.


 


(g)       Principal
of and interest on Global Notes shall be payable to the Depositary by wire in immediately available funds by the Paying Agent
(subject to the Paying Agent’s receipt of such funds as provided under Section 3.04(c) of the Base Subordinated Indenture).


 


(h)       Principal
on Physical Notes shall be payable at the office or agency of the Issuer maintained for such purpose, initially the office of
the Paying Agent. 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 register
of the Notes. A Holder of U.S.$10,000,000 or more in aggregate principal amount of Notes 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


 




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Paying
Agent in writing not less than 15 calendar days prior to the applicable Interest Payment Date.


 


Section
2.02Form of the Notes.


 


(a)       Except
as otherwise provided pursuant to this Section 2.02, the Notes are issuable in fully registered, global form without coupons in
substantially the form of Exhibit A hereto (the “Global Notes”), each of which represent a maximum of U.S.$500,000,000
principal amount of all such Notes that have the same original issue date, Maturity Date and other terms, with such applicable
legends as are provided for in Section 2.05. The Notes are not issuable in bearer form or with detachable coupons. The terms and
provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Subordinated
Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Supplemental Subordinated
Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers
or other markings of identification and such notations, legends and endorsements as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental
Subordinated Indenture and the Base Subordinated Indenture, or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes
may be listed or designated for issuance, or to conform to usage.


 


(b)       
Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee (or the Authenticating Agent
on behalf of the Trustee) and shall be registered in the name of the Depositary or its nominee and retained by the Registrar,
as custodian, at its corporate trust office. The aggregate principal amount of each Global Note may from time to time be increased
or decreased by adjustments made on the records of the Registrar, as custodian, and of the Depositary or its nominee, as hereinafter
provided.


 


(c)       DBTCA
has been appointed Registrar and Transfer Agent 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. The Notes may be transferred at either the aforesaid New York office of DBTCA
by surrendering the Notes for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer
and the Registrar and duly executed by the registered Holder thereof in person or by the Holder’s attorney duly authorized
in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange therefor, a new
Note or Notes having identical terms and provisions and having a like aggregate


 




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principal
amount in authorized denominations, subject to the terms and conditions set forth therein; provided, however, that the
Registrar 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 its 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 Subordinated 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 Registrar 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.


 


Section
2.03Rate of Interest.


 


The Fixed
Interest Rate is 3.729% per annum.


 


The
Floating Reset Interest Rate is equal to Compounded SOFR plus 2.757%.


 


Compounded
SOFR


 


Accrued interest
on the Notes during the Floating Rate Period will be calculated by multiplying the principal amount of such notes by an accrued
interest factor. This accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest
Period for which interest is being paid. The interest factor for each day is computed by dividing the interest rate applicable
to that day by 360. The interest rate applicable to a given day during the Floating Rate Period is the sum of the Compounded SOFR
plus the Spread.


 


The “Compounded
SOFR” will be computed as follows:


 




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“d0”,
for any Interest Period, is the number of U.S. Government Securities Business Days in the relevant Interest Period. 


 


“i”
is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days
in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Interest Period. 


 


“SOFRi”,
for any U.S. Government Securities Business Day “i” in the relevant Interest Period, is a reference rate equal to
SOFR in respect of that day.


 


“ni”
is the number of calendar days in the relevant Interest Period from, and including, the U.S. Government Securities Business Day
“i” to, but excluding, the following U.S. Government Securities Business Day.


 


“d”
is the number of calendar days in the relevant Interest Period.


 


For these
calculations, the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable SOFR as reset on
that date. For purposes of calculating Compounded SOFR, the daily SOFR for each calendar day in the period from, and including,
the Rate Cut-Off Date to, but excluding, the Maturity Date will be the daily SOFR as determined in respect of such Rate Cut-Off
Date.


 


For purposes
of determining Compounded SOFR, “SOFR” means, with respect to any U.S. Government Securities Business Day:


 


		(1)	the Secured Overnight Financing
                                         Rate in respect of such U.S. Government Securities Business Day as published by the New
                                         York Federal Reserve, as the administrator of such rate (or a successor administrator),
                                         on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York City
                                         time) on the immediately following U.S. Government Securities Business Day; or



 


		(2)	if the Secured Overnight Financing
                                         Rate in respect of such U.S. Government Securities Business Day does not appear as specified
                                         in paragraph (1), unless both a Benchmark Transition Event and its related Benchmark
                                         Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the
                                         last U.S. Government Securities Business



 




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Day
for which such rate was published on the New York Federal Reserve’s Website; or


 


		(3)	if a Benchmark Transition Event
                                         and its related Benchmark Replacement Date have occurred:



 


		·	the
                                         sum of: (a) the alternate rate of interest that has been selected or recommended by the
                                         Relevant Governmental Body as the replacement for the then-current Benchmark for the
                                         applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or



 


		·	the
                                         sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or



 


		·	the
                                         sum of: (a) the alternate rate of interest that has been selected by the Issuer or the
                                         Issuer’s designee as the replacement for the then-current Benchmark for the applicable
                                         Corresponding Tenor giving due consideration to any industry-accepted rate of interest
                                         as a replacement for the then-current Benchmark for U.S. dollar-denominated floating
                                         rate notes at such time and (b) the Benchmark Replacement Adjustment.



 


“Benchmark”
means the Compounded SOFR as defined above; provided that if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred with respect to the Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable
Benchmark Replacement.


 


“Benchmark
Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR”
that can be determined by the Issuer or the Issuer’s designee as of the Benchmark Replacement Date. In connection with the
implementation of a Benchmark Replacement, the Issuer or the Issuer’s designee will have the right to make Benchmark Replacement
Conforming Changes from time to time.


 


“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer
or the Issuer’s designee as of the Benchmark Replacement Date:


 


 (1)
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value
or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


		(2)	if the applicable Unadjusted
                                         Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback
                                         Adjustment;



 




    14 


     


    

		(3)	the spread adjustment (which
                                         may be a positive or negative value or zero) that has been selected by the Issuer or
                                         the Issuer’s designee giving due consideration to any industry-accepted spread
                                         adjustment, or method for calculating or determining such spread adjustment, for the
                                         replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement
                                         for U.S. dollar-denominated floating rate notes at such time.



 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making
payments of interest and other administrative matters) that the Issuer or the Issuer’s designee decide may be appropriate
to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer
or the Issuer’s designee decide that adoption of any portion of such market practice is not administratively feasible or
if the Issuer or the Issuer’s designee determine that no market practice for use of the Benchmark Replacement exists, in
such other manner as the Issuer or the Issuer’s designee determine is reasonably necessary).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in the case of clause (1) or
                                         (2) of the definition of “Benchmark Transition Event,” the later of (a) the
                                         date of the public statement or publication of information referenced therein and (b)
                                         the date on which the administrator of the Benchmark permanently or indefinitely ceases
                                         to provide the Benchmark; or



 


		(2)	in the case of clause (3) of
                                         the definition of “Benchmark Transition Event,” the date of the public statement
                                         or publication of information referenced therein.



 


For the avoidance
of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a public statement or publication
                                         of information by or on behalf of the administrator of the Benchmark announcing that
                                         such administrator has ceased or will cease to provide the Benchmark, permanently or
                                         indefinitely, provided that, at the time of such statement or



 




    15 


     


    

publication,
there is no successor administrator that will continue to provide the Benchmark;


 


		(2)	a public statement or publication
                                         of information by the regulatory supervisor for the administrator of the Benchmark, the
                                         central bank for the currency of the Benchmark, an insolvency official with jurisdiction
                                         over the administrator for the Benchmark, a resolution authority with jurisdiction over
                                         the administrator for the Benchmark or a court or an entity with similar insolvency or
                                         resolution authority over the administrator for the Benchmark, which states that the
                                         administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently
                                         or indefinitely, provided that, at the time of such statement or publication, there is
                                         no successor administrator that will continue to provide the Benchmark; or



 


		(3)	a public statement or publication
                                         of information by the regulatory supervisor for the administrator of the Benchmark announcing
                                         that the Benchmark is no longer representative.



 


“Business
Day” means a day on which (i) the Trans-European Automatic Real-time Gross settlement Express Transfer system (TARGET2)
is open for business and (ii) commercial banks and foreign exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits) in New York City.


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. 


 


“Interest
Payment Date” means (i) with respect to the Fixed Rate Period, January 14 and July 14 of each year, commencing on July
14, 2021, and ending on the Reset Date, and (ii) with respect to the Floating Rate Period, the second Business Day after each
Interest Period End Date; provided that the Interest Payment Date with respect to the final Interest Period will be the Maturity
Date. If any scheduled Interest Payment Date during the Fixed Rate Period is not a Business Day, the Issuer will pay interest
on the next Business Day, but the payment will not include the interest accrued during the period from and after the scheduled
Interest Payment Date. If the date of redemption or repayment is not a Business Day, the Issuer may pay interest and principal
on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of
redemption or repayment. With regard to the Floating Rate Period, if the scheduled final Interest Period End Date (i.e., the Maturity
Date) falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business
Day, but interest on that payment will not accrue from and after the scheduled final Interest Period End Date.


 




    16 


     


    

An “Interest
Period” means, with respect to the Fixed Rate Period, each period from, and including, an Interest Payment Date (or
the Issue Date in the case of the first Interest Period during the Fixed Rate Period) to, but excluding, the following Interest
Payment Date (or the Reset Date in the case of the final Interest Period during the Fixed Rate Period), and with respect to the
Floating Rate Period, each period from, and including, an Interest Period End Date (or the Reset Date in the case of the first
Interest Period during the Floating Rate Period) to, but excluding, the following Interest Period End Date (or the Maturity Date
in the case of the final Interest Period during the Floating Rate Period).


 


An “Interest
Period End Date” means with respect to the Floating Rate Period, January 14, April 14, July 14 and October 14 of each
year, commencing on April 14, 2031 and ending on the Maturity Date; provided that if any scheduled Interest Period End Date (other
than the Maturity Date) is not a Business Day (as defined below), it will be postponed to the following Business Day, except that,
if that Business Day would fall in the next calendar month, the Interest Period End Date will be the immediately preceding Business
Day.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time.


 


“ISDA
Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply
for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event
with respect to the Benchmark for the applicable tenor.


 


“ISDA
Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable
ISDA Fallback Adjustment.


 


“New
York Federal Reserve” means the Federal Reserve Bank of New York.


 


“New
York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org,
or any successor source.


 


“Rate
Cut-Off Date” means the date that is the second U.S Government Securities Business Day prior to the Maturity Date.


 




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“Reference
Time” with respect to any determination of the Benchmark means the time determined by the Issuer or the Issuer’s
designee in accordance with the Benchmark Replacement Conforming Changes.


 


 “Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“U.S.
Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed
for the entire day for purposes of trading in U.S. government securities.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


If a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that may be
made by the Issuer or the Issuer’s designee pursuant to this section “Compounded SOFR,” including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection:


 


		·	will
                                         be conclusive and binding absent manifest error;



 


		·	will
                                         be made in the Issuer’s or the Issuer’s designee’s sole discretion;
                                         and



 


		·	notwithstanding
                                         anything to the contrary in the documentation relating to the Notes, shall become effective
                                         without consent from the holders of the Notes or any other party. 



 


Section
2.04Notes Subject to Resolution Measures.


 


(a)       By
subscribing for or otherwise acquiring the Notes, each Holder (including Beneficial Owners) shall be bound by and shall be deemed
to consent to the imposition of any Resolution Measure (as defined below) by the competent resolution authority.


 


(b)       Under
the relevant resolution laws and regulations as applicable to the Issuer from time to time, the Notes may be subject to the powers
exercised by the competent resolution authority to:


 




    18 


     


    

		(i)	write down, including write
                                         down to zero, the claims for payment of the principal amount, the interest amount or
                                         any other amount in respect of the Notes;



 


		(ii)	convert the Notes into ordinary
                                         shares of (A) the Issuer, (B) any group entity or (C) any bridge bank, or other instruments
                                         of ownership of such entities qualifying as Common Equity Tier 1 capital (and the issue
                                         to or conferral on the holders (including the beneficial owners) of such ordinary shares
                                         or instruments); and/or



 


		(iii)	apply any other resolution
                                         measure, including, but not limited to, (A) any transfer of the Notes to another entity,
                                         (B) the amendment, modification or variation of the terms and conditions of the Notes
                                         or (C) the cancellation of the Notes;



 


(each,
a “Resolution Measure”).


 


For the avoidance
of doubt, any non-payment by the Issuer arising out of any such Resolution Measure will not constitute a failure by the Issuer
under the terms of the Notes or the Subordinated Indenture to make a payment of principal of, interest on, or other amounts owing
under the Notes.


 


(c)       By
its acquisition of the Notes, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have agreed:


 


		(i)	to
                                         be bound by, to acknowledge and to accept any Resolution Measure and any amendment of
                                         the terms and conditions of the Notes to give effect to any Resolution Measure;



 


		(ii)	that
                                         it will have no claim or other right against the Issuer arising out of any Resolution
                                         Measure; and



 


		(iii)	that
                                         the imposition of any Resolution Measure will not constitute a default or an Event of
                                         Default (A) under the Notes, (B) under the Subordinated Indenture or (C) for the purpose
                                         of, but only to the extent permitted by, the Trust Indenture Act (including, without
                                         limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee
                                         in Case of Default) of the Trust Indenture Act).



 


(d)       The
terms and conditions of the Notes shall continue to apply in relation to the residual principal amount of, or outstanding amount


 




    19 


     


    

payable in respect
of, the Notes, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal
amount, and any further modification of the terms that the competent resolution authority may decide in accordance with applicable
laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the Federal Republic of Germany.


 


(e)       No
repayment of any then-current principal amount of the Notes or payment of interest or any other amount thereon (to the extent
of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of
any Resolution Measure by the competent resolution authority, unless such repayment or payment would be permitted to be made by
the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer.


 


(f)       By
its acquisition of the Notes, each Holder (including each Beneficial Owner) waives, to the fullest extent permitted by the Trust
Indenture Act and applicable law, any and all claims against the Trustee and the Agents for, agrees not to initiate a suit against
the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not be liable for, any action that the
Trustee or any of the Agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution
Measure by the competent resolution authority with respect to the Notes.


 


(g)       Upon
the imposition of a Resolution Measure by the competent resolution authority with respect to the Notes, the Issuer shall provide
a written notice directly to the Holders in accordance with Section 11.04 of the Base Subordinated Indenture as soon as practicable
regarding such imposition of a Resolution Measure for purposes of notifying Holders of such occurrence. The Issuer shall also
deliver a copy of such notice to the Trustee and the Agents for information purposes only, and the Trustee and the Agents shall
be entitled to rely, and will not be liable for relying, on the competent resolution authority and the Resolution Measure identified
in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution
Measure nor the effects thereof on the Notes.


 


(h)       If
the Issuer has elected to redeem any Notes but the competent resolution authority has imposed a Resolution Measure with respect
to the Notes prior to the payment of the redemption amount for the Notes, the relevant redemption notice, if any, shall be automatically
rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.


 


(i)       Upon
the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be required to take any
further directions from Holders of the Notes under Section 5.09 of the Base


 




    20 


     


    

Subordinated Indenture,
which section authorizes Holders of a majority in aggregate principal amount of the Notes at the time Outstanding to direct certain
actions relating to the notes, and if any such direction was previously given under Section 5.09 of the Base Subordinated Indenture
to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have no further effect. The
Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition
of any Resolution Measure by the competent resolution authority, and the Trustee and the Agents shall be fully protected in acting
or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of
the imposition of a Resolution Measure by the competent resolution authority, the Notes remain outstanding (for example, if the
imposition of a Resolution Measure results in only a partial write-down of the principal of the Notes), then the Trustee’s
and the Agents’ duties under the Subordinated Indenture shall remain applicable with respect to the Notes following such
completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer,
the Trustee and the Agents agree that such supplemental indenture is not necessary.


 


(j)       By
the acquisition of the notes, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have (i) consented
to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority
of its decision to exercise such power with respect to the Notes, (ii) authorized, directed and requested the Depositary and any
direct participant in the Depositary or other intermediary through which it holds such Notes to take any and all necessary action,
if required, to implement the imposition of any Resolution Measure with respect to the Notes as it may be imposed, without any
further action or direction on the part of such Holder of the Notes, the Trustee or the Agents and (iii) acknowledged and accepted
that the provisions contained in this section of the Notes are exhaustive on the matters described in Section 2.04 of the Supplemental
Subordinated Indenture and the corresponding provisions of the Notes to the exclusion of any other agreements, arrangements or
understandings between it and the Issuer relating to the terms and conditions of the Notes.


 


(k)       If
the competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount
of the Notes, unless the Trustee or the Agents are otherwise instructed by the Issuer or the competent resolution authority, any
cancellation, write-off or conversion into equity made in respect of the Notes pursuant to the Resolution Measure will be made
on a substantially pro rata basis among the Notes of any series.


 


(l)       Any
obligations of the Holders to indemnify the Trustee and the Agents under this Supplemental Indenture shall survive the imposition
of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Notes. To the extent not otherwise
precluded by a Resolution


 




    21 


     


    

Measure, the Issuer’s
obligations to indemnify the Trustee and the Agents in accordance with Sections 6.02 and 6.06 of the Base Subordinated Indenture
shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Notes.


 


Section
2.05Legends. Each Global Note shall also bear the following legends on the face thereof:


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN (OR AN INTEREST IN THE NOTES REPRESENTED HEREBY).


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


EACH
ACQUIRER AND EACH TRANSFEREE OF BENEFICIAL INTERESTS IN THIS NOTE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF
ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST HEREIN (1) EITHER (A) IT IS NOT AND WILL NOT
BE, AND IT IS NOT AND WILL NOT BE ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE
B OF TITLE I OF ERISA, A PLAN OR OTHER ARRANGEMENT TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, (“CODE”), APPLIES, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH
AN EMPLOYEE BENEFIT PLAN’S, PLAN’S OR ARRANGEMENT’S INVESTMENT IN SUCH ENTITY (EACH, A “BENEFIT PLAN INVESTOR”),



 




    22 


     


    

OR
A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT
ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975
OF THE CODE (“SIMILAR LAWS”), AND NO PART OF THE ASSETS USED BY IT TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN
CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING
AND DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN DOES NOT AND WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, CHURCH OR NON-U.S.
PLAN, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAWS); (2) NEITHER THE ISSUER NOR ANY OF ITS AFFILIATES IS A “FIDUCIARY”
(WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR, WITH RESPECT TO A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ANY DEFINITION OF “FIDUCIARY”
UNDER SIMILAR LAWS) WITH RESPECT TO THE PURCHASER OR HOLDER IN CONNECTION WITH ANY PURCHASE OR HOLDING OF THIS NOTE OR ANY INTEREST
HEREIN, OR AS A RESULT OF ANY EXERCISE BY THE ISSUER OR ANY OF ITS AFFILIATES OF ANY RIGHTS IN CONNECTION WITH THIS NOTE OR ANY
INTEREST HEREIN; AND (3) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN OTHERWISE THAN TO A PURCHASER
OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING
AND DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN.


 


Section
2.06Book-Entry Provisions for the Global Notes.


 


(a)       The
Global Notes initially shall: be registered in the name of the name of the Depositary (or a nominee thereof); and be delivered
to the Registrar as custodian for such Depositary.


 


Members of,
or participants in, the Depositary (“Agent Members”) shall have no rights under this Supplemental Subordinated Indenture
with respect to any Global Note held on their behalf by the Depositary, or the Registrar as its custodian, or under such Global
Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the


 




    23 


     


    

Depositary
and the Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.


 


(b)       The
Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Subordinated Indenture,
the Base Subordinated Indenture or the Notes.


 


(c)       A
Global Note may not be transferred, in whole or in part, to any Person other than the Depositary (or a nominee thereof), and no
such transfer to any such other Person may be registered. Beneficial interests in a Global Note may be transferred in accordance
with the rules and procedures of the Depositary.


 


(d)       If
at any time, the Depositary notifies the Issuer in writing that it is no longer willing or able to continue to act as Depositary
for the Global Notes, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor
depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation, the Depositary shall
surrender such Global Note or Global Notes to the Registrar for cancellation and the Issuer shall execute, and the Trustee, upon
receipt of an Officers’ Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and
deliver, in exchange for such Global Note or Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate
principal amount of such Global Note or Global Notes. Such Physical Notes shall be registered in such names as the Depositary
shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee
thereof).


 


(e)       Notwithstanding
the foregoing, in connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant
to Section 2.06(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such
Global Note in an amount equal to the principal amount of the beneficial interests in such Global Note to be transferred.


 


Section 2.07Default.


 


(a)       Subject
to the imposition of any Resolution Measure, if the Issuer fails to make a payment of interest on any Note when due and payable
for reasons other than pursuant to the subordination provisions of the Notes (“Defaulted Interest”), it shall
pay such Defaulted Interest plus (to the extent lawful) any interest payable on the Defaulted Interest, in any lawful manner.
The Issuer may elect to pay any Defaulted Interest, plus any such interest payable on it, to the Persons who are Holders of such
Notes on which the interest is due on a subsequent Special Record Date. The Issuer shall notify the Trustee in writing of


 




    24 


     


    

the amount
of Defaulted Interest proposed to be paid on each such Note. The Issuer shall fix any such Special Record Date and payment date
for such payment. At least 15 days before any such Special Record Date, the Issuer shall mail to Holders affected thereby a notice
that states the Special Record Date, the Interest Payment Date and amount of such interest to be paid.


 


(b)       If
the Issuer does not make payments of principal of, interest on, or other amounts owing under the Notes when due for reasons other
than (i) pursuant to the subordination provisions of the Notes or (ii) due to a Resolution Measure, the Issuer will be in default
on its obligations under the Subordinated Indenture. In such case, the Trustee and the Holders of the Notes may take action against
the Issuer, but they may not accelerate the maturity of the Notes. If the Issuer fails to make any payments of principal of, interest
on or other amounts owing under the Notes when due (i) pursuant to the subordination provisions of the Notes or (ii) due to a
Resolution Measure, the Trustee and the Holders will not be permitted to take such action. Moreover, the parties hereto acknowledge
that in the event of a Resolution Measure, the Holders may permanently lose the right to the affected amounts and each Holder
(including each Beneficial Owner) shall, by acquiring any Notes, be bound, and will be deemed to have consented, as provided in
Section 2.04. Furthermore, if the Issuer becomes subject to German insolvency proceedings, the Trustee and Holders of the Notes
will have no right to file a claim against the Issuer unless the competent insolvency court allows the filing of subordinated
claims.


 


(c)       Upon
the occurrence of any Event of Default or any default in the payment of principal of, interest on, or other amounts owing under
the Notes, the Issuer shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee
may proceed to protect and enforce its rights and the rights of the Holders of the Notes whether in connection with any breach
by the Issuer of its obligations under the Notes, the Subordinated Indenture or otherwise, by such judicial proceedings as the
Trustee shall deem most effective, provided that the Issuer shall not, as a result of the bringing of such judicial proceedings,
be required to pay any amount representing or measured by reference to principal or interest on the Notes prior to any date on
which the principal of, or any interest on, the Notes would have otherwise been payable.


 


(d)       Other
than the limited remedies specified above, no remedy against the Issuer shall be available to the Trustee or the Holders of the
Notes whether for the recovery of amounts owing in respect of the Notes or under the Subordinated Indenture or in respect of any
breach by the Issuer of its obligations under the Subordinated Indenture or in respect of the Notes, except that the Trustee and
the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act, and provided
that any payments are subject to the subordination provisions of the Notes and the Subordinated Indenture, and the imposition
of any Resolution Measure.


 




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Section 2.08Status.


 


(a)       The
Notes are intended to qualify as own funds instruments of the Issuer within the meaning of Article 4 (1) no. 119 of the CRR (“Own
Funds Instruments”) constituting own funds in the form of Tier 2 capital (Ergänzungskapital) within the
meaning of Article 63 of the CRR. The obligations under the Notes constitute unsecured and subordinated obligations of the Issuer,
ranking pari passu among themselves and, subject to applicable law from time to time, pari passu with all other
equally subordinated obligations of the Issuer under other instruments issued as, and qualifying from time to time as, own funds
in the form of Tier 2 capital within the meaning of Article 63 of the CRR. In the event Resolution Measures are imposed on
the Issuer or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren), composition or other proceedings
for the avoidance of insolvency of, or against the Issuer, the obligations under the Notes shall be fully subordinated to all
obligations which do not qualify as Own Funds Instruments; this includes (i) all claims of unsubordinated creditors of the
Issuer (including claims against the Issuer under its unsecured and unsubordinated non-preferred debt instruments within the meaning
of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including obligations of the Issuer under any
such debt instruments that were issued by the Issuer before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of
the German Banking Act) (or any successor provision thereof)), (ii) the claims specified in Section 39(1) nos. 1 to
5 of the German Insolvency Code (Insolvenzordnung) (or any successor provision thereof) and (iii) contractually subordinated
obligations of the Issuer within the meaning of Section 39(2) of the German Insolvency Code (or any successor provision thereof)
which do not qualify as Own Funds Instruments at the time Resolution Measures are imposed on the Issuer or in the event of a dissolution,
liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer (any such
senior-ranking claims and obligations, the “Priority Claims”). In any such event, no amounts shall be payable
in respect of the Securities until all Priority Claims have been satisfied in full. If the Notes no longer qualify as Tier 2 capital
or other own funds within the meaning of the CRR, the obligations under the Notes will, pursuant to Section 46f (7a) of the German
Banking Act, rank senior to all obligations constituting Own Funds Instruments. The Notes shall rank equally and pari passu
with all other unsecured and equally subordinated debt (it being understood that no Priority Claims constitute such equally
subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any other indebtedness,
and in particular, if such debt is expressed to rank junior to the Notes, then the Notes shall rank senior to such junior debt,
but junior to the Priority Claims, except as otherwise provided by applicable law.


 


(b)       The
Notes (including any Coupons relating thereto) constitute the direct and unconditional obligations of the Issuer and are subordinated
to the Priority Claims. The obligations of the Issuer under the Notes


 




    26 


     


    

shall rank
without preference or priority among themselves. The obligations of the Issuer under the terms of the Notes, whether on account
of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims
of the holders of all Priority Claims of the Issuer in the event any Resolution Measures are imposed on the Issuer or in the event
of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation)
or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated
indebtedness that from time to time constitutes own funds within the meaning of the CRR (it being understood that no Priority
Claims constitute such subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of
any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness
of the Issuer that by its express terms is stated to rank junior to the Notes, except as otherwise provided by applicable law.
In the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments,
dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Notes until the claims of all creditors
of Priority Claims have been satisfied in full.


 


For the avoidance
of doubt, Senior Indebtedness shall constitute Priority Claims. The Notes are subordinated to, and shall rank junior to, Senior
Indebtedness. In the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy
or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under
the Notes until the claims of all creditors of Senior Indebtedness have been satisfied in full.


 


(c)       Any
right to set off any claims for interest, repayment and any other claims under the Notes (“Payment Claims”)
against claims of the Issuer will be excluded. No subsequent agreement may limit the subordination pursuant to the subordination
provisions set out above or shorten the term of the Notes or any applicable notice period. No collateral or guarantee shall be
provided at any time to secure claims of the Holders under the Notes; any collateral or guarantee already provided or granted
in the future in connection with other liabilities of the Issuer may not be used for claims under the Notes.


 


Article
3

Additional Covenants


 


In addition
to the covenants set forth in Article 3 of the Base Subordinated Indenture, the Notes shall be subject to the additional covenants
set forth in this Article 3 of this Supplemental Subordinated Indenture.


 


Section 3.01Payment
of Additional Amounts. All interest amounts payable in respect of the Notes shall be made without deduction or withholding
for or on account of any present or future taxes, duties or governmental charges of


 




    27 


     


    

any nature whatsoever imposed
or levied by way of deduction or withholding by or on behalf of the Tax Jurisdiction (“Withholding Taxes”),
unless such deduction or withholding is required by law.


 


In the event of such withholding
or deduction on payments of interest (but not in respect of the payment of any principal in respect of the Notes), the Issuer
shall, to the fullest extent permitted by law, pay such additional amounts (“Additional Amounts”) as will be
necessary in order that the net amounts received by the Holders, after such withholding or deduction for or on account of any
Withholding Taxes imposed upon or as a result of such payment by the Tax Jurisdiction, will equal the respective amounts which
would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall
be payable on account of any taxes, duties or governmental charges which:


 


(a)       are
payable by any person acting as custodian bank or collecting agent on the Holder’s or the beneficial owner’s behalf,
or otherwise in any manner which does not constitute a deduction or withholding by the Issuer from payments of interest made by
the Issuer; or


 


(b)       in
the case of U.S. federal income taxes, are imposed on interest received by or on behalf of (1) a 10-percent shareholder (as defined
in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986 (the “Code”) and the regulations that may
be promulgated thereunder) of the Issuer, (2) a controlled foreign corporation that is related to the Issuer within the meaning
of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent
such tax, assessment or other governmental charge would not have been imposed but for the Holder’s or beneficial owner’s
status as described in clauses (1) through (3) of this paragraph; or


 


(c)       would
not be payable to the extent such deduction or withholding could be avoided or reduced if the Holder or beneficial owner of the
Note (or any financial institution through which the Holder or beneficial owner holds the Notes or through which payment on the
Note is made) (i) 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
or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration, or
other reporting requirement or agreement concerning accounts maintained by the Holder or beneficial owner (or such financial institution)
or concerning ownership of the Holder or beneficial owner (or financial institution) or concerning such Holder’s or beneficial
owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction imposing
such tax; or


 




    28 


     


    

(d)       are
payable by reason of the Holder’s or the beneficial owner’s having, or having had, some personal or business connection
with the Tax Jurisdiction and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation
are deemed to be, derived from sources in, or are secured in, the Tax Jurisdiction; or


 


(e)       are
presented for payment more than 30 days after the Relevant Date except to the extent that the Holder or the beneficial owner would
have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming
that day to have been a Business Day; or


 


(f)       are
deducted or withheld by a paying agent from a payment if the payment could have been made by another paying agent without such
deduction or withholding; or


 


(g)       would
not be payable if the Notes had been kept in safe custody with, and the payments had been collected by, a banking institution;
or


 


(h)       are
payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of interest
becomes due, or is duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture,
whichever occurs later.


 


No Additional
Amounts or any other amounts will be payable on account of any such withholding or deduction in respect of payments of principal.


 


Moreover, all
amounts payable in respect of the Notes shall be made subject to compliance with Sections 1471 through 1474 of the Code, or any
regulations or other official guidance promulgated thereunder, official interpretations thereof, or any applicable agreement entered
into in connection therewith (including any agreement, law, regulation, or other official guidance implementing such agreement)
(commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) and any applicable agreement
described in Section 1471(b) of the Code. The Issuer shall have no obligation to pay Additional Amounts or otherwise indemnify
a Holder or beneficial owner in connection with any such compliance with the Code.


 


Section
3.02Written Statement to Trustee. The Issuer will furnish to the Trustee on or before March 31 in each year (beginning
with March 31, 2018) a brief certificate that complies with the requirements of the Trust Indenture Act (but which need not comply
with Section 11.05 of the Base Subordinated Indenture) from the principal executive, financial or accounting officer of the Issuer
stating that in the course of the performance by the signer of his duties as an officer of the Issuer he would normally have knowledge
of any default or non-compliance by the Issuer in the performance of any covenants or conditions


 




    29 


     


    

contained in this Supplemental
Subordinated Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each
such default or non-compliance of which the signer has knowledge and the nature thereof.


 


Article
4

Redemption or Repurchase of Notes


 


Section
4.01Deposit of Redemption Price. Prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuer shall
deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price in respect of all the Notes to be redeemed
on that Redemption Date and accrued and unpaid interest, if any, on such Notes.


 


Section
4.02Cessation of Interest Accrual. If the Issuer elects to redeem the Notes, they shall cease to accrue interest from
the relevant Redemption Date, unless the Issuer fails to pay the Redemption Price on the Redemption Date.


 


Section
4.03Optional Redemption.


 


(a)       Subject
to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes, in whole but not in part,
at its option on any Business Day during the period from (and including) October 14, 2030 to (and including) the Reset Date, upon
the giving of a notice as described below. Redemption shall be made at the Redemption Price together with accrued and unpaid interest
to (but excluding) the Reset Date.


 


(b)       Notice
of such redemption on the Reset Date shall be given by the Issuer to the Holders not less than 5 nor more than 60 days prior to
the Reset Date, which date and the Redemption Price shall be specified in the notice. Notice to Holders shall be given in accordance
with Section 12.02 of the Base Subordinated Indenture.


 


Section
4.04Tax Redemption.


 


(a)       Subject
to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes in whole but not in part,
at any time at the option of the Issuer, at the Redemption Price together with any accrued and unpaid interest to (but excluding)
the Redemption Date if, as a result of any change in, or amendment to, the laws or regulations prevailing in the Tax Jurisdiction,
which becomes effective on or after the Issue Date, or as a result of any application or official interpretation of such laws
or regulations not generally known before that date, Withholding Taxes are or there is a substantial probability that they will
be leviable on payments of interest in respect of the Notes, and the Issuer would be obligated to pay Additional Amounts with
respect to such


 




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Withholding
Taxes, as described in Section 3.01, provided that the conditions in Article 78(4)(b) of the CRR are met, pursuant to which
the competent supervisory authority may permit any such redemption only if it is satisfied that the change in the applicable tax
treatment is material and was not reasonably foreseeable at the Issue Date. The Issuer may exercise such redemption right on giving
not less than 30 days’ notice to the Holders. No such notice of redemption shall be given earlier than 90 days prior to
the earliest date on which the Issuer would be obligated to withhold or pay Withholding Taxes in respect of payments of interest,
were a payment in respect of the Notes then made. Notice to Holders shall be given in accordance with Section 12.02 of the Base
Subordinated Indenture.


 


(b)       Before
any notice of tax redemption pursuant to Section 4.04(a) is given to the Trustee or the Holders of the Notes, the Issuer (or its
successor), shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer (or its successor), is entitled
to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right
of the Issuer (or its successor) so to redeem have occurred or been satisfied and (ii) an opinion of independent legal counsel
satisfactory to the Trustee to the effect that the Issuer is entitled to effect the redemption based on the statement of facts
set forth in the certificate. Such notice, once given to the Trustee, shall be irrevocable.


 


Section
4.05Redemption for Regulatory Reasons. Subject to the prior consent of the competent supervisory authority, the Issuer
may redeem all of the Notes in whole but not in part, at any time at the option of the Issuer, at the Redemption Price together
with any accrued and unpaid interest to (but excluding) the Redemption Date if there is a change in the regulatory classification
of the Notes that would be likely to result in (i) its exclusion in full or in part from the Issuer’s own funds under the
CRR or any successor legislation, other than for reasons of an amortization in accordance with Article 64 (2) of the CRR, or as
a consequence of a write down or conversion, as the case may be, or (ii) their reclassification as a lower quality of the Issuer’s
own funds than as of the Issue Date, provided that the conditions in Article 78(4)(a) of the CRR are met, pursuant to which
the competent supervisory authority may permit any such redemption only if it considers the change in the regulatory classification
to be sufficiently certain and is satisfied that the regulatory reclassification of the Notes was not reasonably foreseeable at
the Issue Date. Notice of such redemption shall be given to the Holders upon not less than 30 and not more than 60 days prior
to the date of redemption. Any such notice shall be given in accordance with Section 12.02 of the Base Subordinated Indenture
only after having received the consent of the competent supervisory authority. Subject to Section 2.04(h), such notice shall be
irrevocable and shall state the date set for redemption and the reason for redemption.


 




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Section
4.06Payment on the Maturity Date. Unless previously redeemed or repurchased and cancelled, the Notes shall be due and
payable on the Maturity Date in the full principal amount together with any accrued and unpaid interest to (but excluding) the
Maturity Date.


 


Section
4.07Repurchase. Subject to Section 4.08, the Issuer may purchase Notes in the open market or otherwise and at any price
with the prior consent of the competent supervisory authority. Notes purchased by the Issuer may, at its option, be held, resold
or surrendered to the Agents for cancellation.


 


Section
4.08Amounts to be Returned to the Issuer. Any redemption or repurchase of the Notes prior to their scheduled maturity
requires the prior consent of the competent supervisory authority and any redemption shall not occur before five years after the
date of issuance, except where the conditions set out in Article 78(4) of the CRR are met. If the Notes are redeemed or repurchased
by the Issuer otherwise than in the circumstances described in Article 4, then the amounts redeemed or paid must be returned to
the Issuer irrespective of any agreement to the contrary unless the competent supervisory authority has given its consent to such
early redemption or repurchase.


 


Article
5

Satisfaction and Discharge of Supplemental Subordinated Indenture


 


Section
5.01Satisfaction and Discharge of Supplemental Subordinated Indenture. If at any time (i) the Issuer shall have paid
or caused to be paid the principal of and interest on all the Notes (other than Notes which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.09 of the Base Subordinated Indenture) as and when the same shall
have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Notes theretofore authenticated
(other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in
Section 2.09 of the Base Subordinated Indenture), then this Supplemental Subordinated Indenture shall cease to be of further effect
(except as to (i) rights of registration of transfer and exchange of Notes and the Issuer’s right of optional redemption,
if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of Notes to receive
payments of principal thereof and interest thereon, upon the original stated due dates therefor, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder and the Issuer’s obligations related thereto, and (v) the obligations of
the Issuer under Section 3.02 of the Base Subordinated Indenture) and the Trustee, on demand of the Issuer accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging
such satisfaction of and discharging this Supplemental Subordinated Indenture; provided, that the rights of Holders of
the notes to receive amounts in respect of principal of and interest on the Notes held


 




    32 


     


    

by them shall not be
delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Notes are
listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Supplemental
Subordinated Indenture or the Notes.


 


Article
6

Miscellaneous Provisions


 


Section
6.01Scope of Supplemental Subordinated Indenture. The changes, modifications and supplements to the Base Subordinated
Indenture effected by this Supplemental Subordinated Indenture shall only be applicable with respect to, and govern the terms
of, the Notes and shall not apply to any other Subordinated Debt Securities that may be issued by the Issuer under the Base Subordinated
Indenture.


 


Section
6.02Provisions of Supplemental Subordinated Indenture for the Sole Benefit of Parties and Holders of Notes. Nothing
in this Supplemental Subordinated Indenture, the Base Subordinated Indenture or in the Notes, expressed or implied, shall give
or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders
of the Notes, any legal or equitable right, remedy or claim under this Supplemental Subordinated Indenture or under any covenant
or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors
and of the Holders of the Notes.


 


Section
6.03Successors and Assigns of Issuer Bound by Supplemental Subordinated Indenture. All the covenants, stipulations,
promises and agreements in this Supplemental Subordinated Indenture contained by or on behalf of the Issuer shall bind its successors
and assigns, whether so expressed or not.


 


Section
6.04Notices and Demands on Issuer, Trustee, Agents and Holders of Notes. Any notice or demand which by any provision
of this Supplemental Subordinated Indenture is required or permitted to be given or served by the Trustee, by the Agents or by
the Holders of Notes to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address is filed with the Trustee) as follows:


 



If to the Issuer, to:


 


Deutsche Bank AG New York Branch





Attn: Treasury / US Issuance





60 Wall Street, 30th
Floor



 




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Mail Stop: NYC60-3002





New York, New York 10005





United States of America


 


or


 


Deutsche Bank AG





Attn: Group Treasury, Capital
Markets Issuance





Mainzer Landstrasse 11-17





60329 Frankfurt am Main





Germany


 


Any notice, direction, request
or demand by the Issuer, by the Agents or by any Holder of Notes to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if delivered in person or mailed by first-class mail to the Trustee at Wilmington Trust, National
Association, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attn: Corporate Trust Administration – Deutsche Bank
Administrator.


 


Any notice,
direction, request or demand by the Issuer, by the Trustee or by any Holder of Notes to or upon the Agents may be given or made
if mailed by first-class mail or sent by facsimile to:


 


If to the Agents, to:


 


Deutsche Bank Trust Company
Americas

Global Security Services





Global Transaction Banking





60 Wall Street, 24th Floor

Mail Stop: NYC60-2405

New York, New York 10005

Fax: 732-578-4635

Attn: Corporates Team – Deutsche Bank AG


 


Notices to
be given to Holders of Notes represented by a Global Note will be given only to the Depositary, as the registered holder, in accordance
with its applicable policies as in effect from time to time. Notices to be given in respect of Notes held in street name will
be given only to the bank, broker or other financial institution in whose name the Notes are registered, and not the owner of
any beneficial interests. Notices to be given to Holders of Physical Notes will be sent by mail to the respective addresses
of the Holders as they appear in the security register maintained by the Registrar on behalf of the Issuer, and will be deemed
given when mailed.


 




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Where this
Supplemental Subordinated Indenture provides for notice to Holders, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last
address as it appears in the register of the Notes. In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Supplemental Subordinated Indenture provides for notice in any manner, such notice may
be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


In case,
by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer
or Holders of Notes when such notice is required to be given pursuant to any provision of this Supplemental Subordinated Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.


 


Section
6.05Mutilated and Lost Notes. In case the Notes shall at any time become mutilated, defaced or be destroyed, lost or
stolen and the 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 the Notes, 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 the Note 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 Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.


 


Section
6.06Unclaimed Moneys. 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 Holder that such moneys shall be repaid to the Issuer and any person claiming such
moneys shall thereafter look only to the Issuer for payment hereof 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 the Notes
as the same shall become due.


 




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Section
6.07Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Notes
or the date set for redemption or repayment of any such Note shall not be a Business Day, then payment of interest or principal
need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date set for redemption, or repayment, as the case may be, and no interest shall accrue for the period
after such date.


 


Section
6.08Conflict of any Provisions of Supplemental Subordinated Indenture with Trust Indenture Act. If and to the extent
that any provision of this Supplemental Subordinated Indenture limits, qualifies or conflicts with the duties imposed by, or with
another provision (an “incorporated provision”) included in this Supplemental Subordinated Indenture by operation
of, Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.


 


Section
6.09Governing Law. This Supplemental Subordinated Indenture and the Base Subordinated Indenture shall be deemed to
be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of
such State, except with respect to the subordination provisions hereof and thereof, which shall be governed by and construed in
accordance with the laws of the Federal Republic of Germany, and except as may otherwise be required by mandatory provisions of
law.


 


Section
6.10Counterparts. This Supplemental Subordinated Indenture may be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered
via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective as delivery of a manually executed counterpart of this Supplemental Subordinated
Indenture. Each of the parties to this Supplemental Subordinated Indenture represents that it has undertaken commercially reasonable
steps to verify the identity of each individual person executing any such counterparts via electronic signature on behalf of such
party and has and will maintain sufficient records of the same. This Supplemental Subordinated Indenture shall become effective
when each party shall have received a counterpart hereof signed by all of the other parties to this Supplemental Subordinated
Indenture.


 


Section
6.11Effect of Headings. The Article and Section headings herein and the Table
of Contents are for convenience only and shall not affect the construction hereof.


 




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Section
6.12Submission to Jurisdiction. The Issuer agrees that any legal suit, action or proceeding arising out of or based
upon this Supplemental Subordinated Indenture may be instituted in any federal or state court sitting in the Borough of Manhattan,
City and State of New York, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have
to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such court in any
suit, action or proceeding. The Issuer, as long as any of the Notes remain Outstanding or the parties hereto have any obligation
under this Supplemental Subordinated Indenture, shall have an authorized agent (the “Authorized Agent”) in the United
States upon whom process may be served in any such suit, action or proceeding. Service of process upon the Authorized Agent and
written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer.
The Issuer hereby appoints DB USA Corporation, c/o Office of the Secretary, Attention: Carol Saracco, 60 Wall Street, New York,
NY 10005, Email: carol.saracco@db.com, as its Authorized Agent, and represents and warrants that the Authorized Agent has agreed
to act as said agent for service of process.


 


Section
6.13Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Notes, except
the Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Subordinated
Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of Notes or the proceeds
thereof.


 









Section
6.14Further Issues. The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional
notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other
terms as the Notes described in this Subordinated Indenture except for the price to the public and issue date. Any such additional
notes, together with the Notes, may constitute a single series of securities under the Subordinated Indenture, provided that if
such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Notes, such additional notes must
either (i) be issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes or
(ii) be otherwise issued in a qualified reopening for U.S. federal income tax purposes. There is no limitation on the amount of
notes or other debt securities that the Issuer may issue under this Supplemental Subordinated Indenture or the Base Subordinated
Indenture.


 


Section
6.15Waiver of Right to Set-Off. By accepting a Note, each Holder will be deemed to have waived any right of set-off,
counterclaim or combination of accounts with respect to such Note or the Subordinated Indenture (or between obligations of the
Issuer under or in respect of any Note and any liability owed by a Holder) that they might otherwise have against the Issuer,




 




    37 


     


    




 


whether before or during
the Issuer’s winding up or administration, and no Holder may set off its claims arising under the Notes against any of claims
of the Issuer.


 


Article
7

Supplements to Supplemental Subordinated Indenture


 


Section
7.01Supplements without Consent of Holders. Subject to the prior consent of the competent supervisory authority, if
required under the CRR or other applicable laws and regulations for the recognition of the Notes as Tier 2 capital, the Issuer
and the Trustee may amend, modify or supplement this Supplemental Subordinated Indenture or the Notes without the consent of any
Holder to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent
with any other provision contained herein, or to make such other provisions as the Issuer may deem necessary or desirable, provided
that no such action shall adversely affect the interests of the Holders of the Notes. Notwithstanding the foregoing, any amendment
made solely to conform the provisions of this Supplemental Subordinated Indenture to the description of the Notes contained in
the Issuer’s prospectus supplement
dated January 11, 2021 will not be deemed to adversely affect the interests of the Holders of the Notes.


 








 




    38 


     


    

IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Subordinated Indenture to be duly executed all as of the date first
written above.


 


Very
truly yours,


 


 





	 	 	 	 DEUTSCHE
                    BANK

                    AKTIENGESELLSCHAFT

                    NEW YORK
                    BRANCH
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Jonathan Blake	 
	 	 	 	 	Name:	Jonathan Blake	 
	 	 	 	 	Title:	Managing
    Director	 
	 	 	 	 	 	 	 


	 	 	 	By:	/s/
    Thomas Rueckert	 
	 	 	 	 	Name:	Thomas
    Rueckert	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 




	 	 	 	 WILMINGTON
                    TRUST,

                    NATIONAL
                    ASSOCIATION, as Trustee
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Barry D. Somrock	 
	 	 	 	 	Name:	Barry D. Somrock	 
	 	 	 	 	Title:	Vice President	 




 





	 	 	 	DEUTSCHE
                    BANK TRUST COMPANY AMERICAS, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Chris Niesz	 
	 	 	 	 	Name:	Chris Niesz	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 



	 	 	 	By:	/s/
    Luke Russell	 
	 	 	 	 	Name:	Luke Russell	 
	 	 	 	 	Title:	Assistant Vice President	 



 




    39 


     


    

EXHIBIT
A


 


FORM OF
GLOBAL NOTE


 


DEUTSCHE
BANK AG

NEW YORK BRANCH


 


[FORM
OF FACE OF DEBT SECURITY]


 


FIXED
TO FLOATING RESET RATE SUBORDINATED TIER 2 NOTE DUE 2032


 


	REGISTERED	CUSIP: US251526CF47
	No. 	ISIN:  251526 CF4


 


$[insert
face amount]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN (OR AN INTEREST IN THE NOTES REPRESENTED HEREBY).


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


EACH
ACQUIRER AND EACH TRANSFEREE OF BENEFICIAL INTERESTS IN THIS NOTE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF
ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST HEREIN (1) EITHER (A) IT IS NOT AND WILL NOT
BE, AND IT IS NOT AND WILL NOT BE ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE
B OF TITLE I OF ERISA, A PLAN OR OTHER 


 




    A-1


     


    

ARRANGEMENT
TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, (“CODE”), APPLIES, OR ANY ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S, PLAN’S OR
ARRANGEMENT’S INVESTMENT IN SUCH ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH OR NON-U.S.
PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE
FIDUCIARY RESPONSIBILITY OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”),
AND NO PART OF THE ASSETS USED BY IT TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT
PLAN INVESTOR OR SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR
ANY INTEREST HEREIN DOES NOT AND WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA AND/OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, A NON-EXEMPT VIOLATION
OF ANY SIMILAR LAWS); (2) NEITHER THE ISSUER NOR ANY OF ITS AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION
3(21) OF ERISA OR, WITH RESPECT TO A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ANY DEFINITION OF “FIDUCIARY” UNDER SIMILAR
LAWS) WITH RESPECT TO THE PURCHASER OR HOLDER IN CONNECTION WITH ANY PURCHASE OR HOLDING OF THIS NOTE OR ANY INTEREST HEREIN,
OR AS A RESULT OF ANY EXERCISE BY THE ISSUER OR ANY OF ITS AFFILIATES OF ANY RIGHTS IN CONNECTION WITH THIS NOTE OR ANY INTEREST
HEREIN; AND (3) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN OTHERWISE THAN TO A PURCHASER OR TRANSFEREE
THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING AND DISPOSITION
OF THIS NOTE OR ANY INTEREST HEREIN.


 




    A-2


     


    

GLOBAL
NOTE 


 


Fixed
to Floating Reset Rate Subordinated Tier 2 Note due 2032


 


	Issue Date	January 14, 2021.
	Reset Date	January 14, 2031.
	Maturity Date	January 14, 2032.
	Face Amount	[insert
    face amount].
	Aggregate Face Amount	$1,250,000,000.
	Denominations	$200,000 and integral
        multiples of $1,000 in excess thereof.

        

	Fixed Interest Rate	From
        (and including) the Issue Date to (but excluding) the Reset Date, 3.729% per annum.

         

	Floating
    Reset Interest Rate	From
        (and including) Reset Date to (but excluding) the Maturity Date, a variable rate equal to Compounded SOFR plus 2.757%.

         

	 	Accrued
        interest on this Note during the Floating Rate Period will be calculated by multiplying the principal amount of such notes
        by an accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated
        for each day in the Interest Period for which interest is being paid. The interest factor for each day is computed by
        dividing the interest rate applicable to that day by 360. The interest rate applicable to a given day during the Floating
        Rate Period is the sum of the Compounded SOFR plus the Spread.

         

        The
        “Compounded SOFR” will be computed as follows: 

         

        

         

        

         





    A-3


     


    

	 	 “d0”,
        for any Interest Period, is the number of U.S. Government Securities Business Days in the relevant Interest Period. 

         

        “i”
        is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business
        Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Interest
        Period. 

         

        “SOFRi”,
        for any U.S. Government Securities Business Day “i” in the relevant Interest Period, is a reference rate equal
        to SOFR in respect of that day.

         

        “ni”
        is the number of calendar days in the relevant Interest Period from, and including, the U.S. Government Securities Business
        Day “i” to, but excluding, the following U.S. Government Securities Business Day.

         

        “d”
        is the number of calendar days in the relevant Interest Period.

         

        For
        these calculations, the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable SOFR
        as reset on that date. For purposes of calculating Compounded SOFR, the daily SOFR for each calendar day in the period
        from, and including, the Rate Cut-Off Date to, but excluding, the Maturity Date will be the daily SOFR as determined in
        respect of such Rate Cut-Off Date.

         

        For
        purposes of determining Compounded SOFR, “SOFR” means, with respect to any U.S. Government Securities
        Business Day:

         

        (1)   the
        Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as published by the New York
        Federal Reserve, as the administrator of such rate (or a successor administrator), on the New York Federal Reserve’s
        Website on or about 5:00 p.m.

         





    A-4


     


    

	 	       (New
        York City time) on the immediately following U.S. Government Securities Business Day; or

         

        (2)   if
        the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified
        in paragraph (1), unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the
        Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was
        published on the New York Federal Reserve’s Website; or

         

        (3)   if
        a Benchmark Transition Event and its related Benchmark Replacement Date have occurred:

         

        ·     the
        sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as
        the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement
        Adjustment; or

         

        ·     the
        sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

         

        ·     the
        sum of: (a) the alternate rate of interest that has been selected by the Issuer or the Issuer’s designee as the
        replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted
        rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at

         





    A-5


     


    

	 	        such
        time and (b) the Benchmark Replacement Adjustment.

         

        “Benchmark”
        means the Compounded SOFR as defined above; provided that if a Benchmark Transition Event and its related Benchmark
        Replacement Date have occurred with respect to the Compounded SOFR or the then-current Benchmark, then “Benchmark”
        means the applicable Benchmark Replacement.

         

        “Benchmark
        Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of
        “SOFR” that can be determined by the Issuer or the Issuer’s designee as of the Benchmark Replacement
        Date. In connection with the implementation of a Benchmark Replacement, the Issuer or the Issuer’s designee will
        have the right to make Benchmark Replacement Conforming Changes from time to time.

         

        “Benchmark
        Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the
        Issuer or the Issuer’s designee as of the Benchmark Replacement Date:

         

         (1)
            the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative
        value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark
        Replacement;

         

        (2)
            if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA
        Fallback Rate, then the ISDA Fallback Adjustment;

         

        (3)
            the spread adjustment (which may be a positive or negative value or zero) that
        has been selected by the Issuer

         





    A-6


     


    

	 	or
        the Issuer’s designee giving due consideration to any industry-accepted spread adjustment, or method for calculating
        or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted
        Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

         

        “Benchmark
        Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
        or operational changes (including changes to the definition of “Interest Period,” timing and frequency of
        determining rates and making payments of interest and other administrative matters) that the Issuer or the Issuer’s
        designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent
        with market practice (or, if the Issuer or the Issuer’s designee decide that adoption of any portion of such market
        practice is not administratively feasible or if the Issuer or the Issuer’s designee determine that no market practice
        for use of the Benchmark Replacement exists, in such other manner as the Issuer or the Issuer’s designee determine
        is reasonably necessary).

         

        “Benchmark
        Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

         

        (1)
           in the case of clause (1) or (2) of the definition of “Benchmark Transition
        Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b)
        the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

         

	 	 




    A-7


     


    

	 	(2)
           in the case of clause (3) of the definition of “Benchmark Transition Event,”
        the date of the public statement or publication of information referenced therein.

         

        For
        the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier
        than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred
        prior to the Reference Time for such determination.

         

        “Benchmark
        Transition Event” means the occurrence of one or more of the following events with respect to the then-current
        Benchmark:

         

        (1)      a
        public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such
        administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time
        of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

         

        (2)      a
        public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the
        central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the
        Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with
        similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator
        of the Benchmark has ceased or will cease to provide the

         





    A-8


     


    

	 	           Benchmark
        permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
        that will continue to provide the Benchmark; or

         

        (3)     a
        public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing
        that the Benchmark is no longer representative.

         

        “Corresponding
        Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the
        same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. 

         

        “ISDA
        Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association,
        Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for
        interest rate derivatives published from time to time.

         

        “ISDA
        Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would
        apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation
        event with respect to the Benchmark for the applicable tenor.

         

        “ISDA
        Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions
        to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor
        excluding the applicable ISDA Fallback Adjustment.

         





    A-9


     


    

	 	“New
        York Federal Reserve” means the Federal Reserve Bank of New York.

         

        “New
        York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org,
        or any successor source.

         

        “Rate
        Cut-Off Date” means the date that is the second U.S Government Securities Business Day prior to the Maturity
        Date.

         

        “Reference
        Time” with respect to any determination of the Benchmark means the time determined by the Issuer or the Issuer’s
        designee in accordance with the Benchmark Replacement Conforming Changes.

         

         “Relevant
        Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
        officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor
        thereto.

         

        “U.S.
        Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities
        Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of
        its members be closed for the entire day for purposes of trading in U.S. government securities.

         

        “Unadjusted
        Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

         

        If
        a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or
        election that may be made by the Issuer or the Issuer’s designee pursuant to this section “Compounded SOFR,”
        including any determination with respect to a tenor, rate or adjustment or of the occurrence

         





    A-10


     


    

	 	or
        non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:

         

        ·will
        be conclusive and binding absent manifest error;

         

        ·will
        be made in the Issuer’s or the Issuer’s designee’s sole discretion; and

         

        notwithstanding
        anything to the contrary in the documentation relating to this Note, shall become effective without consent from the holders
        of this Notes or any other party. 

         

	Interest Periods	With
        respect to the Fixed Rate Period, each period from, and including, an Interest Payment Date (or the Issue Date in the
        case of the first Interest Period during the Fixed Rate Period) to, but excluding, the following Interest Payment Date
        (or the Reset Date in the case of the final Interest Period during the Fixed Rate Period).

         

        With
        respect to the Floating Rate Period, each period from, and including, an Interest Period End Date (or the Reset Date in
        the case of the first Interest Period during the Floating Rate Period) to, but excluding, the following Interest Period
        End Date (or the Maturity Date in the case of the final Interest Period during the Floating Rate Period).

         

	Interest Period End
    Dates	With respect to the Floating Rate Period, January
    14, April 14, July 14 and October 14 of each year, commencing on April 14, 2031 and ending on the Maturity Date; provided
    that if any scheduled Interest Period End Date (other than the Maturity Date) is not a Business Day (as defined below), it
    will be postponed to the following Business Day, except that, if that Business Day would fall in the next calendar month,
    the Interest Period End Date will be the immediately preceding Business Day.




    A-11


     


    

	Interest
    Payment Date(s)	With
        respect to the Fixed Rate Period, January 14 and July 14 of each year, commencing on July 14, 2021, and ending on the
        Reset Date.

         

        If
        any scheduled Interest Payment Date is not a Business Day, the Issuer will pay interest on the next Business Day, but
        the payment will not include the interest accrued during the period from and after the scheduled Interest Payment Date.
        If the date of redemption or repayment is not a Business Day, the Issuer may pay interest and principal on the next succeeding
        Business Day, but interest on that payment will not accrue during the period from and after the date of redemption or
        repayment.

         

        With
        respect to the Floating Rate Period, the second Business Day following each Interest Period End Date; provided that the
        Interest Payment Date with respect to the final Interest Period will be the Maturity Date.

         

        If
        the scheduled final Interest Period End Date (i.e., the Maturity Date) falls on a day that is not a Business Day, the
        payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will
        not accrue from and after the scheduled final Interest Period End Date.

        

	Optional Redemption	Yes.
	Tax Redemption	Yes.
	Redemption for Regulatory
    Reasons	Yes.
	Payment of Additional
    Tax Amounts	Yes.




    A-12


     


    

Deutsche
Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany
(together with its successors and assigns, the “Issuer”), acting through its New York Branch, for value received,
hereby promises to pay to Cede & Co., or registered assignees, the amount of cash due with respect to the principal sum specified
above on the Maturity Date specified above (except to the extent previously redeemed or repaid) and to pay interest thereon at
the applicable interest rate per annum specified above from and including the Issue Date specified above until but excluding the
date the principal amount is paid or duly made available for payment (except as provided below) semi-annually in arrears or quarterly
in arrears, for the Fixed Rate Period or the Floating Rate Period, respectively, on the Interest Payment Dates specified above
in each year on each Interest Payment Date, and at maturity (or on any redemption or repayment date).


 


Subject
to the imposition of a Resolution Measure (as defined on the reverse hereof) or any redemption prior to the Maturity Date in accordance
with the terms of this Note, interest on this Note will accrue from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, 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 Note (or one or more predecessor
Notes) is registered at the close of business on the Business Day (as defined on the reverse of this Note) immediately preceding
the relevant date of payment with respect of such Interest Payment Date; 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.


 


Payment
of the principal of this Note and premium, if any and the interest due at maturity (or on any redemption or repayment date) will
be made in immediately available funds upon surrender of this Note 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 (each, a “Paying Agent,” which term shall include the Paying Agent), 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 register of this Note.
A holder of U.S.$10,000,000 or more in aggregate principal amount of Notes 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.


 


Reference
is hereby made to the further provisions of this Note 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 or electronic
signature (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com),
this


 




    A-13


     


    

Note shall not be
entitled to any benefit under the Subordinated Indenture, as defined on the reverse hereof, or be valid or obligatory for any
purpose.


 




    A-14


     


    

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


 


 


	 	DATED: January
    14, 2021	 	 DEUTSCHE BANK AG, acting through its NEW YORK BRANCH
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	
    	 
	 	 	 	 	Name:		 
	 	 	 	 	Title:		 
	 	 	 	 	 	 	 



	 	 	 	By:	
    	 
	 	 	 	 	Name:		 
	 	 	 	 	Title:		 
	 	 	 	 	 	 	 



	 	TRUSTEE’S
    CERTIFICATE 

    OF AUTHENTICATION
	 	 
	 	This is one of the Notes referred

    to in the within-mentioned Subordinated Indenture.
	 	 
	 	DEUTSCHE
        BANK TRUST COMPANY AMERICAS,

        

        as Authenticating
        Agent

         

		By: _____________________________________

        

        Authorized
        Officer:

         

	 	 



 


 



    A-15


     


    




 

[FORM
OF REVERSE OF SECURITY]


 


§
1

General


 


		(1)	This
                                         Note is one of a duly authorized issue of Global Notes of the Issuer. The Notes are issuable
                                         under a Subordinated Indenture, consisting of the base subordinated indenture, dated
                                         as of May 21, 2013, among the Issuer, Wilmington Trust, National Association, as trustee
                                         (the “Trustee,” which term includes any successor trustee under the
                                         Subordinated Indenture), and Deutsche Bank Trust Company Americas (“DBTCA”),
                                         as transfer agent (the “Transfer Agent”), paying agent (the “Paying
                                         Agent”), registrar (the “Registrar”) and authenticating
                                         agent (the “Authenticating Agent”, and together with the Transfer
                                         Agent, the Paying Agent and Registrar, the “Agents”) (the “Base
                                         Subordinated Indenture,” as may be amended from time to time), a third supplemental
                                         subordinated indenture, dated as of December 1, 2017 among the Issuer, the Trustee and
                                         DBTCA, adding certain provisions to, and modifying certain provisions of the Base Subordinated
                                         Indenture, a fifth supplemental subordinated indenture, dated as of July 8, 2020 among
                                         the Issuer, the Trustee and DBTCA, modifying certain provisions of the Base Subordinated
                                         Indenture, and a seventh supplemental subordinated indenture, dated as of January 14,
                                         2021 among the Issuer, the Trustee and DBTCA, modifying certain provisions of the Base
                                         Subordinated Indenture, (references to the “Base Subordinated Indenture”
                                         herein shall mean the Base Subordinated Indenture as amended by such third, fifth, and
                                         seventh supplemental subordinated indenture), and an eighth supplemental indenture, dated
                                         as of January 14, 2021 (the “Supplemental Subordinated Indenture”
                                         and, together with the Base Subordinated Indenture, the “Subordinated Indenture”),
                                         relating to the Notes. Reference is hereby made to the Subordinated Indenture for a statement
                                         of the respective rights, limitations of rights, duties and immunities of the Issuer,
                                         the Trustee and the registered holders of any Note (the “Holders”)
                                         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, Transfer Agent and Registrar
                                         and Authenticating Agent. The term “Paying Agent” includes any additional
                                         or successor Paying Agent appointed by the Issuer with respect to the Notes. To the extent
                                         not inconsistent herewith, the terms of the Subordinated Indenture are hereby incorporated
                                         by reference herein.



 


		(2)	This
                                         Note is intended to qualify as own funds in the form of Tier 2 capital of the Issuer
                                         under the CRR.



 


“CRR”
means Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit
institutions and investment firms and amending Regulation (EU) No 648/2012 (including any provisions of regulatory law supplementing
this Regulation); to the extent that any provisions of the CRR are amended or replaced, the term CRR as used in this Note shall
refer to such amended provisions or successor provisions.


 




    A-16


     


    

§
2

Status 


 


		(1)	This
                                         Note is intended to qualify as an own funds instrument of the Issuer within the meaning
                                         of Article 4 (1) no. 119 of the CRR (“Own Funds Instruments”) constituting
                                         own funds in the form of Tier 2 capital (Ergänzungskapital) within the meaning
                                         of Article 63 of the CRR. The obligations under this Note constitute unsecured and subordinated
                                         obligations of the Issuer, ranking pari passu among themselves and, subject to
                                         applicable law from time to time, pari passu with all other equally subordinated
                                         obligations of the Issuer under other instruments issued as, and qualifying from time
                                         to time as, own funds in the form of Tier 2 capital within the meaning of Article 63
                                         of the CRR. In the event Resolution Measures (as defined below) are imposed on the Issuer
                                         or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren),
                                         composition or other proceedings for the avoidance of insolvency of, or against the Issuer,
                                         the obligations under this Note shall be fully subordinated to all obligations which
                                         do not qualify as Own Funds Instruments; this includes (i) all claims of unsubordinated
                                         creditors of the Issuer (including claims against the Issuer under its unsecured and
                                         unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence
                                         1 of the German Banking Act (Kreditwesengesetz) (including obligations of the
                                         Issuer under any such debt instruments that were issued by the Issuer before July 21,
                                         2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) (or
                                         any successor provision thereof)), (ii) the claims specified in Section 39(1) nos. 1
                                         to 5 of the German Insolvency Code (Insolvenzordnung) (or any successor provision
                                         thereof) and (iii) contractually subordinated obligations of the Issuer within the meaning
                                         of Section 39(2) of the German Insolvency Code (or any successor provision thereof) which
                                         do not qualify as Own Funds Instruments at the time Resolution Measures are imposed on
                                         the Issuer or in the event of a dissolution, liquidation, insolvency, composition or
                                         other proceedings for the avoidance of insolvency of, or against, the Issuer (any such
                                         senior-ranking claims and obligations, the “Priority Claims”). In any such
                                         event, no amounts shall be payable in respect of the Securities until all Priority Claims
                                         have been satisfied in full. If the Notes no longer qualify as Tier 2 capital or other
                                         own funds within the meaning of the CRR, the obligations under this Note will, pursuant
                                         to Section 46f (7a) of the German Banking Act, rank senior to all obligations constituting
                                         Own Funds Instruments. This Note shall rank equally and pari passu with all other
                                         unsecured and equally subordinated debt (it being understood that no Priority Claims
                                         constitute such equally subordinated obligations) of the Issuer, except as otherwise
                                         provided by applicable law or the terms of any other indebtedness, and in particular,
                                         if such debt is expressed to rank junior to this Note, then this Note shall rank senior
                                         to such junior debt, but junior to the Priority Claims, except as otherwise provided
                                         by applicable law.



 


		(2)	This
                                         Note (including any Coupons relating thereto) constitutes the direct and unconditional
                                         obligations of the Issuer and is subordinated to the Priority Claims. The obligations
                                         of the Issuer under this Note shall rank without preference or priority among themselves.
                                         The obligations of the Issuer under the terms of this Note, whether on account of principal,
                                         interest or otherwise, are subordinated to the Priority Claims of the Issuer and will
                                         rank junior to the claims of the holders of all Priority Claims of the Issuer in the
                                         event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy
                                         or



 




    A-17


     


    

insolvency (Insolvenzverfahren),
suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari
passu with the claims of the holders of all other subordinated indebtedness that from time to time constitutes own funds within
the meaning of the CRR (it being understood that no Priority Claims constitute such subordinated obligations) of the Issuer, except
as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority
to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior
to this Note, except as otherwise provided by applicable law. In the event any Resolution Measures are imposed on the Issuer or
in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts
will be payable under this Note until the claims of all creditors of Priority Claims have been satisfied in full.


 


For the avoidance
of doubt, Senior Indebtedness (as defined below) shall constitute Priority Claims. This Note is subordinated to, and shall rank
junior to, Senior Indebtedness. In the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy
or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under
this Note until the claims of all creditors of Senior Indebtedness have been satisfied in full.


 


“Senior
Indebtedness” means any indebtedness or other payment obligation of the Issuer that is not expressed to be subordinated,
including, but not limited to: (a) the principal of and premium, if any, and interest, on, whether outstanding now or incurred
later, (1) all indebtedness for money borrowed by the Issuer, including indebtedness of others guaranteed by the Issuer, other
than any subordinated debt securities, indebtedness that is expressed to rank junior to subordinated debt securities and other
indebtedness that is expressly stated as not senior, and (2) any amendments, renewals, extensions, modifications and refundings
of any indebtedness, unless in any such case the instrument evidencing the indebtedness provides that it is not senior in right
of payment to this Note; (b) all of the Issuer’s capital lease obligations and any synthetic leases or tax retention operating
leases; (c) all of the Issuer’s obligations issued or assumed as the deferred purchase price of property, and all conditional
sale or title retention agreements; (d) all of the Issuer’s obligations, contingent or otherwise, in respect of any letters
of credit, bankers acceptances, security purchase facilities and similar credit transactions; (e) all of the Issuer’s obligations
in respect of interest rate swap, cap or similar agreements, interest rate future or options contracts, currency swap agreements,
currency future or option contracts, commodity contracts and other similar agreements; (f) all obligations of the type referred
to in clauses (a) through (e) of other persons for the payment of which the Issuer is responsible or liable as obligor, guarantor
or otherwise; and (g) all obligations of the type referred to in clauses (a) through (f) of other persons secured by any lien
on any of the Issuer’s property or assets whether or not such obligation is assumed by the Issuer.


 


		(3)	Any
                                         right to set off any claims for interest, repayment and any other claims under this Note
                                         (“Payment Claims”) against claims of the Issuer will be excluded.
                                         No subsequent agreement may limit the subordination pursuant to the subordination provisions
                                         set out above or shorten the term of this Note or any applicable notice period. No collateral
                                         or guarantee shall be provided at any time to secure claims of the Holders under this
                                         Note;



 




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any collateral
or guarantee already provided or granted in the future in connection with other liabilities of the Issuer may not be used for
claims under this Note.


 


§
3

Denomination; Registration, Transfer and Exchange


 


		(1)	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
                                         of $1,000.



 


		(2)	DBTCA
                                         has been appointed Registrar and Transfer Agent for this Note, 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 Registrar and duly executed by the registered
                                         Holder hereof in person or by the Holder’s attorney duly authorized in writing,
                                         and thereupon the Registrar 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 Registrar 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 its 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 Subordinated 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 Registrar 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.



 


		(3)	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.



 




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§
4

Payments


 


		(1)	Interest
                                         Payments; Day-count Convention. Interest payments on this Note 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. Interest payments for the Fixed Rate
                                         Period of this Note will be computed and paid on the basis of a 360-day year of twelve
                                         30-day months. Interest on this Note for the Floating Rate Period shall be computed and
                                         paid on the basis of the actual number of days in the relevant period divided by 360.



 


		(2)	Payment
                                         Dates. In the case where the calendar date indicated on the face hereof as the Interest
                                         Payment Date or the Maturity Date (or any redemption or repayment date) does not fall
                                         on a Business Day, payment of interest, premium, if any, or principal otherwise payable
                                         on such calendar date need not be made on such date, but may be made on the immediately
                                         following Business Day 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 such Business Day.



 


		(3)	Offices
                                         for Payments. 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, The City
                                         of New York, and an office or agency in said Borough of Manhattan for the registration,
                                         transfer and exchange as aforesaid of this Note. 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.



 


		(4)	Obligation
                                         of the Issuer Absolute and Unconditional. Subject to the imposition of a Resolution
                                         Measure, no provision of this Note or of the Subordinated Indenture shall alter or impair
                                         the obligation of the Issuer, which is absolute and unconditional, to pay the amount
                                         of cash, as determined in accordance with the provisions set forth in this Note, due
                                         with respect to 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.



 


§
5

Resolution Measures


 


		(1)	By
                                         subscribing for or otherwise acquiring this Note, each Holder (including Beneficial Owners)
                                         shall be bound by and shall be deemed to consent to the imposition of any Resolution
                                         Measure (as defined below) by the competent resolution authority.



 


“Beneficial
Owner” shall mean (i) if this Note is in global form, the beneficial owners of this Note (and any interest therein)
and (ii) if this Note is in definitive form, the Holders in whose name such Notes are registered in the security register maintained
by the Registrar


 




    A-20


     


    

on
behalf of the Issuer and any beneficial owners holding an interest in such Notes in definitive form.


 


		(2)	Under
                                         the relevant resolution laws and regulations as applicable to the Issuer from time to
                                         time, this Note may be subject to the powers exercised by the competent resolution authority
                                         to:



 


		(i)	write down, including write
                                         down to zero, the claims for payment of the principal amount, the interest amount or
                                         any other amount in respect of this Note;



 


		(ii)	convert this Note into ordinary
                                         shares of (A) the Issuer, (B) any group entity (C) any bridge bank, or other instruments
                                         of ownership of such entities qualifying as Common Equity Tier 1 capital (and the issue
                                         to or conferral on the holders (including the beneficial owners) of such ordinary shares
                                         or instruments); and/or



 


		(iii)	apply any other resolution
                                         measure, including, but not limited to, (A) any transfer of this Note to another entity,
                                         (B) the amendment, modification or variation of the terms and conditions of this Note
                                         or (C) the cancellation of this Note;



 


(each, a “Resolution
Measure”).


 


For the avoidance
of doubt, any non-payment by the Issuer arising out of any such Resolution Measure will not constitute a failure by the Issuer
under the terms of this Note or the Subordinated Indenture to make a payment of principal of, interest on, or other amounts owing
under this Note.


 


		(3)	By
                                         its acquisition of this Note, each Holder (including each Beneficial Owner) shall be
                                         deemed irrevocably to have agreed:



 


		(i)	to
                                         be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification
                                         or variation of the terms and conditions of the Notes to give effect to any Resolution
                                         Measure;



 


		(ii)	that
                                         it will have no claim or other right against the Issuer arising out of any Resolution
                                         Measure; and



 


		(iii)	that
                                         the imposition of any Resolution Measure will not constitute a default or an Event of
                                         Default (A) under the Notes, (B) under the Subordinated Indenture or (C) for the purpose
                                         of, but only to the extent permitted by, the Trust Indenture Act of 1939, as amended
                                         (the “Trust Indenture Act”) (including, without limitation, Section
                                         315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default)
                                         of the Trust Indenture Act).



 


		(4)	The
                                         terms and conditions of this Note shall continue to apply in relation to the residual
                                         principal amount of, or outstanding amount payable in respect of, this Note, subject
                                         to any modification of the amount of interest payable, if any, to reflect the reduction
                                         of the



 




    A-21


     


    

principal amount,
and any further modification of the terms that the competent resolution authority may decide in accordance with applicable laws
and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated
in the Federal Republic of Germany.


 


		(5)	No
                                         repayment of any then-current principal amount of this Note or payment of interest or
                                         any other amount thereon (to the extent of the portion thereof affected by the imposition
                                         of a Resolution Measure) shall become due and payable after the imposition of any Resolution
                                         Measure by the competent resolution authority, unless such repayment or payment would
                                         be permitted to be made by the Issuer under the laws and regulations of the Federal Republic
                                         of Germany then applicable to the Issuer.



 


		(6)	By
                                         its acquisition of this Note, each Holder (including each Beneficial Owner) waives, to
                                         the fullest extent permitted by the Trust Indenture Act and applicable law, any and all
                                         claims against the Trustee and the Agents for, agrees not to initiate a suit against
                                         the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall
                                         not be liable for, any action that the Trustee or any of the Agents takes, or abstains
                                         from taking, in either case in accordance with the imposition of a Resolution Measure
                                         by the competent resolution authority with respect to this Note.



 


		(7)	Upon
                                         the imposition of a Resolution Measure by the competent resolution authority with respect
                                         to this Note, the Issuer shall provide a written notice directly to the Holders in accordance
                                         with Section 11.04 of the Base Subordinated Indenture as soon as practicable regarding
                                         such imposition of a Resolution Measure for purposes of notifying Holders of such occurrence.
                                         The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for
                                         information purposes only, and the Trustee and the Agents shall be entitled to rely,
                                         and will not be liable for relying, on the competent resolution authority and the Resolution
                                         Measure identified in such notice. Any delay or failure by the Issuer to give notice
                                         shall not affect the validity or enforceability of any Resolution Measure nor the effects
                                         thereof on this Note.



 


		(8)	If
                                         the Issuer has elected to redeem any Notes but the competent resolution authority has
                                         imposed a Resolution Measure with respect to this Note prior to the payment of the redemption
                                         amount for this Note, the relevant redemption notice, if any, shall be automatically
                                         rescinded and shall be of no force and effect, and no payment of the redemption amount
                                         will be due and payable.



 


		(9)	Upon
                                         the imposition of any Resolution Measure by the competent resolution authority, the Trustee
                                         shall not be required to take any further directions from Holders of this Note under
                                         Section 5.09 of the Base Subordinated Indenture, which section authorizes Holders of
                                         a majority in aggregate principal amount of this Note at the time Outstanding to direct
                                         certain actions relating to this Note, and if any such direction was previously given
                                         under Section 5.09 of the Base Subordinated Indenture to the Trustee by the Holders,
                                         it shall automatically cease to be effective, be null and void and have no further effect.
                                         The Indenture shall impose no duties, obligations or liabilities upon the Trustee or
                                         the Agents whatsoever with respect to the imposition of any Resolution Measure by the
                                         competent resolution authority, and the Trustee and the Agents shall be fully protected
                                         in acting or



 




    A-22


     


    

refraining from
acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a
Resolution Measure by the competent resolution authority, this Note remains outstanding (for example, if the imposition of a Resolution
Measure results in only a partial write-down of the principal of this Note), then the Trustee’s and the Agents’ duties
under the Subordinated Indenture shall remain applicable with respect to this Note following such completion to the extent that
the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents
agree that a supplemental indenture is not necessary.


 


		(10)	By
                                         the acquisition of this Note, each Holder (including each Beneficial Owner) shall be
                                         deemed irrevocably to have (i) consented to the imposition of any Resolution Measure
                                         as it may be imposed without any prior notice by the competent resolution authority of
                                         its decision to exercise such power with respect to this Note, (ii) authorized, directed
                                         and requested the Depositary and any direct participant in the Depositary or other intermediary
                                         through which it holds such Notes to take any and all necessary action, if required,
                                         to implement the imposition of any Resolution Measure with respect to this Note as it
                                         may be imposed, without any further action or direction on the part of such Holder of
                                         this Note, the Trustee or the Agents and (iii) acknowledged and accepted that the provisions
                                         contained in § 5 of this Note are exhaustive on the matters described in Section
                                         2.03 of the Supplemental Subordinated Indenture and the corresponding provisions of this
                                         Note to the exclusion of any other agreements, arrangements or understandings between
                                         it and the Issuer relating to the terms and conditions of the Notes.



 


		(11)	If
                                         the competent resolution authority imposes a Resolution Measure with respect to less
                                         than the total outstanding principal amount of this Note, unless the Trustee or the Agents
                                         are otherwise instructed by the Issuer or the competent resolution authority, any cancellation,
                                         write-off or conversion into equity made in respect of this Note pursuant to the Resolution
                                         Measure will be made on a substantially pro rata basis among this Note of any series.



 


		(12)	Any
                                         obligations of the Holders to indemnify the Trustee and the Agents under this Supplemental
                                         Indenture shall survive the imposition of a Resolution Measure by the competent resolution
                                         authority with respect to the Issuer or this Note. To the extent not otherwise precluded
                                         by a Resolution Measure, the Issuer’s obligations to indemnify the Trustee and
                                         the Agents in accordance with Sections 6.02 and 6.06 of the Base Subordinated Indenture
                                         shall survive the imposition of a Resolution Measure by the competent resolution authority
                                         with respect to the Issuer or this Note.



 


§
6

Payment of Additional Amounts 


 


		(1)	All
                                         interest amounts payable in respect of this Note shall be made without deduction or withholding
                                         for or on account of any present or future taxes, duties or governmental charges of any
                                         nature whatsoever imposed or levied by way of deduction or withholding by or on behalf
                                         of the Tax Jurisdiction (“Withholding Taxes”) unless such deduction
                                         or withholding is required by law.



 




    A-23


     


    

“Tax
Jurisdiction” means the Federal Republic of Germany or the United States, or any political subdivision or any authority
thereof or therein having power to tax.


 


		(2)	In
                                         the event of such withholding or deduction on payments of interest (but not in respect
                                         of the payment of any principal in respect of the Notes), the Issuer shall, to the fullest
                                         extent permitted by law, pay such additional amounts (“Additional Amounts”)
                                         as will be necessary in order that the net amounts received by the Holders, after such
                                         withholding or deduction for or on account of any Withholding Taxes imposed upon or as
                                         a result of such payment by the Tax Jurisdiction, will equal the respective amounts which
                                         would otherwise have been receivable in the absence of such withholding or deduction;
                                         except that no such Additional Amounts shall be payable on account of any taxes, duties
                                         or governmental charges which:



 


		(i)	are payable by any person
                                         acting as custodian bank or collecting agent on the Holder’s or the beneficial
                                         owner’s behalf, or otherwise in any manner which does not constitute a deduction
                                         or withholding by the Issuer from payments of interest made by the Issuer; or



 


		(ii)	in the case of U.S. federal
                                         income taxes, are imposed on interest received by or on behalf of (1) a 10-percent shareholder
                                         (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986 (the “Code”)
                                         and the regulations that may be promulgated thereunder) of the Issuer, (2) a controlled
                                         foreign corporation that is related to the Issuer within the meaning of Section 864(d)(4)
                                         of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the
                                         Code, to the extent such tax, assessment or other governmental charge would not have
                                         been imposed but for the Holder’s or beneficial owner’s status as described
                                         in clauses (1) through (3) of this paragraph; or



 


		(iii)	would not be payable to
                                         the extent such deduction or withholding could be avoided or reduced if the Holder or
                                         beneficial owner of this Note (or any financial institution through which the Holder
                                         or beneficial owner holds this Note or through which payment on this Note is made) (i)
                                         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 or (ii) enters into
                                         or complies with any applicable certification, identification, information, documentation,
                                         registration, or other reporting requirement or agreement concerning accounts maintained
                                         by the Holder or beneficial owner (or such financial institution) or concerning ownership
                                         of the Holder or beneficial owner (or financial institution) or concerning such Holder’s
                                         or beneficial owner’s (or such financial institution’s) nationality, residence,
                                         identity or connection with the jurisdiction imposing such tax; or



 


		(iv)	are payable by reason of
                                         the Holder’s or the beneficial owner’s having, or having had, some personal
                                         or business connection with the Tax Jurisdiction and not merely by reason of the fact
                                         that payments in respect of this Note are,



 




    A-24


     


    

or for purposes of
taxation are deemed to be, derived from sources in, or are secured in, the Tax Jurisdiction; or


 


		(v)	are presented for payment
                                         more than 30 days after the Relevant Date (as defined below) except to the extent that
                                         the Holder or the beneficial owner would have been entitled to Additional Amounts on
                                         presenting the same for payment on the last day of the period of 30 days assuming that
                                         day to have been a Business Day; or



 


		(vi)	are deducted or withheld
                                         by the Paying Agent from a payment if the payment could have been made by another paying
                                         agent without such deduction or withholding; or



 


		(vii)	would not be payable if
                                         this Note had been kept in safe custody with, and the payments had been collected by,
                                         a banking institution; or



 


		(viii)	are payable by reason of
                                         a change in law or practice that becomes effective more than 30 days after the relevant
                                         payment of interest becomes due, or is duly provided for and notice thereof is given
                                         in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs
                                         later.



 


No Additional
Amounts or any other amounts will be payable on account of any such withholding or deduction in respect of payments of principal.


 


“Relevant
Date” means the date on which the payment first becomes due but, if the full amount payable has not been received by
the Paying Agent on or before the due date, it means the date on which, the full amount having been so received.


 


		(3)	Moreover,
                                         all amounts payable in respect of this Note shall be made subject to compliance with
                                         Sections 1471 through 1474 of the Code, or any regulations or other official guidance
                                         promulgated thereunder, official interpretations thereof, or any applicable agreement
                                         entered into in connection therewith (including any agreement, law, regulation, or other
                                         official guidance implementing such agreement) (commonly referred to as the “Foreign
                                         Account Tax Compliance Act” or “FATCA”) and any applicable agreement
                                         described in Section 1471(b) of the Code. The Issuer shall have no obligation to pay
                                         Additional Amounts or otherwise indemnify a Holder or beneficial owner in connection
                                         with any such compliance with the Code.



 


§
7

Event of Default


 


		(1)	An
                                         “Event of Default” with respect to this Note means the opening of
                                         insolvency proceedings against the Issuer by a German court having jurisdiction over
                                         the Issuer.



 


		(2)	There
                                         are no other events of default under this Note. In particular, neither non-viability
                                         (as defined under the laws governing the supervision of financial institutions, as applicable
                                         in the Federal Republic of Germany) nor the imposition of a Resolution Measure in connection
                                         therewith will constitute an Event of Default with respect to this Note. If an



 




    A-25


     


    

Event of Default
with respect to this Note occurs or is continuing, the Trustee or the Holder or Holders of not less than 331⁄3% in aggregate
principal amount of all outstanding subordinated debt securities issued under the Base Subordinated Indenture, voting as one class,
by notice in writing to the Issuer, may declare the principal amount of this Note and interest accrued thereon to be due and payable
immediately in accordance with the terms of the Base Subordinated Indenture.


 


		(3)	Subject
                                         to the imposition of any Resolution Measure, if the Issuer fails to make a payment of
                                         interest on any Note when due and payable for reasons other than pursuant to the subordination
                                         provisions of this Note (“Defaulted Interest”), it shall pay such
                                         Defaulted Interest plus (to the extent lawful) any interest payable on the Defaulted
                                         Interest, in any lawful manner. The Issuer may elect to pay any Defaulted Interest, plus
                                         any such interest payable on it, to the Persons who are Holders of such Notes on which
                                         the interest is due on a subsequent special record date set by the Issuer (the “Special
                                         Record Date”). The Issuer shall notify the Trustee in writing of the amount
                                         of Defaulted Interest proposed to be paid on each such Note. The Issuer shall fix any
                                         such Special Record Date and payment date for such payment. At least 15 days before any
                                         such Special Record Date, the Issuer shall mail to Holders affected thereby a notice
                                         that states the Special Record Date, the Interest Payment Date and amount of such interest
                                         to be paid.



 


		(4)	If
                                         the Issuer does not make payments of principal of, interest on, or other amounts owing
                                         under this Note when due for reasons other than (i) pursuant to the subordination provisions
                                         of this Note or (ii) due to a Resolution Measure, the Issuer will be in default on its
                                         obligations under the Subordinated Indenture. In such case, the Trustee and the Holder
                                         of this Note may take action against the Issuer, but they may not accelerate the maturity
                                         of this Note. If the Issuer fails to make any payments of principal of, interest on or
                                         other amounts owing under this Note when due (i) pursuant to the subordination provisions
                                         of this Note or (ii) due to a Resolution Measure, the Trustee and the Holders will not
                                         be permitted to take such action. Moreover, the parties hereto acknowledge that in the
                                         event of a Resolution Measure, the Holders may permanently lose the right to the affected
                                         amounts and each Holder (including each Beneficial Owner) shall, by acquiring this Note,
                                         be bound, and will be deemed to have consented, as provided in ‎§ 5 of
                                         this Note. Furthermore, if the Issuer becomes subject to German insolvency proceedings,
                                         the Trustee and the Holder of this Note will have no right to file a claim against the
                                         Issuer unless the competent insolvency court allows the filing of subordinated claims.



 


		(5)	Upon
                                         the occurrence of any Event of Default or any default in the payment of principal of,
                                         interest on, or other amounts owing under this Note, the Issuer shall give prompt written
                                         notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may
                                         proceed to protect and enforce its rights and the rights of the Holders of this Note
                                         whether in connection with any breach by the Issuer of its obligations under this Note,
                                         the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee
                                         shall deem most effective, provided that the Issuer shall not, as a result of
                                         the bringing of such judicial proceedings, be required to pay any amount representing
                                         or measured by reference to principal or interest on this Note prior to any date on which
                                         the principal of, or any interest on, this Note would have otherwise been payable.



 




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		(6)	Other
                                         than the limited remedies specified above, no remedy against the Issuer shall be available
                                         to the Trustee or the Holders of this Note whether for the recovery of amounts owing
                                         in respect of this Note or under the Subordinated Indenture or in respect of any breach
                                         by the Issuer of its obligations under the Subordinated Indenture or in respect of this
                                         Note, except that the Trustee and the Holders shall have such rights and powers as they
                                         are required to have under the Trust Indenture Act, and provided that any payments
                                         are subject to the subordination provisions of this Note and the Subordinated Indenture,
                                         and any Resolution Measure.



 


§
8

Redemption


 


		(1)	Redemption
                                         on or prior to the Reset Date. Subject to the prior consent of the competent supervisory
                                         authority, the Issuer may redeem this Note, in whole but not in part, at its option on
                                         any Business Day during the period from (and including) October 14, 2030 to (and including)
                                         the Reset Date, upon the giving of a notice as described below. Redemption shall be made
                                         at 100% of the principal amount of the Notes (subject to the imposition of any Resolution
                                         Measure), together with accrued and unpaid interest to (but excluding) the Reset Date.
                                         Notice of redemption on the Reset Date shall be given by the Issuer to the Holders of
                                         this Note not less than 5 nor more than 60 days prior to the Reset Date, which date and
                                         the redemption price shall be specified in the notice.



 


		(2)	Tax
                                         Redemption. Subject to the prior consent of the competent supervisory authority,
                                         the Issuer may redeem this Note in whole but not in part, at any time at the option of
                                         the Issuer, at 100% of their principal amount (subject to the imposition of any Resolution
                                         Measure) together with any accrued and unpaid interest to (but excluding) the date set
                                         for redemption if, as a result of any change in, or amendment to, the laws or regulations
                                         prevailing in the Tax Jurisdiction, which becomes effective on or after the Issue Date,
                                         or as a result of any application or official interpretation of such laws or regulations
                                         not generally known before that date, Withholding Taxes are or there is a substantial
                                         probability that they will be leviable on payments of interest in respect of this Note,
                                         and the Issuer would be obligated to pay Additional Amounts with respect to such Withholding
                                         Taxes, as described in ‎Section 3.01 of the Supplemental Subordinated Indenture,
                                         provided that the conditions in Article 78(4)(b) of the CRR are met, pursuant
                                         to which the competent supervisory authority may permit any such redemption only if it
                                         is satisfied that the change in the applicable tax treatment is material and was not
                                         reasonably foreseeable at the Issue Date. The Issuer may exercise such redemption right
                                         on giving not less than 30 days’ notice to the Holder of this Note. No such notice
                                         of redemption shall be given earlier than 90 days prior to the earliest date on which
                                         the Issuer would be obligated to withhold or pay Withholding Taxes in respect of payments
                                         of interest, were a payment in respect of this Note then made. Notice to Holders shall
                                         be given in accordance with Section 12.02 of the Base Subordinated Indenture.



 


		(3)	Before
                                         any notice of tax redemption pursuant to Section 4.04(a) of the Supplemental Subordinated
                                         Indenture is given to the Trustee or the Holder of this Note, the Issuer (or its successor),
                                         shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer
                                         (or its successor), is entitled to effect such redemption and setting forth a statement
                                         of facts



 




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showing that the
condition or conditions precedent to the right of the Issuer (or its successor) so to redeem have occurred or been satisfied and
(ii) an opinion of independent legal counsel satisfactory to the Trustee to the effect that the Issuer is entitled to effect the
redemption based on the statement of facts set forth in the certificate. Such notice, once given to the Trustee, shall be irrevocable.


 


		(4)	Redemption
                                         for Regulatory Reasons. Subject to the prior consent of the competent supervisory
                                         authority, the Issuer may redeem this Note in whole but not in part, at any time at the
                                         option of the Issuer, at 100% of their principal amount (subject to the imposition of
                                         any Resolution Measure) together with any accrued and unpaid interest to (but excluding)
                                         the date set for redemption if there is a change in the regulatory classification of
                                         this Note that would be likely to result in (i) its exclusion in full or in part from
                                         the Issuer’s own funds under the CRR or any successor legislation, other than for
                                         reasons of an amortization in accordance with Article 64 (2) of the CRR, or as a consequence
                                         of a write down or conversion, as the case may be, or (ii) their reclassification as
                                         a lower quality of the Issuer’s own funds than as of the Issue Date, provided
                                         that the conditions in Article 78(4)(a) of the CRR are met, pursuant to which the
                                         competent supervisory authority may permit any such redemption only if it considers the
                                         change in the regulatory classification to be sufficiently certain and is satisfied that
                                         the regulatory reclassification of this Note was not reasonably foreseeable at the Issue
                                         Date. Notice of such redemption shall be given to the Holder of this Note upon not less
                                         than 30 and not more than 60 days prior to the date of redemption. Any such notice shall
                                         be given in accordance with Section 12.02 of the Base Subordinated Indenture only after
                                         having received the consent of the competent supervisory authority. Subject to § 5,
                                         such notice shall be irrevocable and shall state the date set for redemption and the
                                         reason for redemption.



 


		(5)	Interest
                                         Accrual to Cease Upon Redemption. If the Issuer elects to redeem this Note, it shall
                                         cease to accrue interest from the date set for such redemption by or pursuant to the
                                         Supplemental Subordinated Indenture, unless the Issuer fails to pay the applicable redemption
                                         price of this Note on the date set for redemption.



 


		(6)	Repurchase.
                                         Subject to Section 4.08 of the Supplemental Subordinated Indenture, the Issuer may
                                         purchase Notes in the open market or otherwise and at any price with the prior consent
                                         of the competent supervisory authority. Notes purchased by the Issuer may, at its option,
                                         be held, resold or surrendered to the Agents for cancellation.



 


		(7)	Prior
                                         Consent for Redemption or Repurchase. Any redemption or repurchase of this Note prior
                                         to its scheduled maturity shall require the prior consent of the competent supervisory
                                         authority and any redemption shall not occur before five years after the date of issuance,
                                         except where the conditions set out in Article 78(4) of the CRR are met. If this Note
                                         redeemed or repurchased by the Issuer otherwise than in the circumstances described in
                                         ‎Article 4 of the Supplemental Subordinated Indenture, then the amounts redeemed
                                         or paid must be returned to the Issuer irrespective of any agreement to the contrary
                                         unless the competent supervisory authority has given its consent to such early redemption
                                         or repurchase.



 




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		(8)	No
                                         Sinking Fund; No Redemption at Option of Holder. This Note will not be subject to
                                         any sinking fund and will not be redeemable or subject to payment at the option of the
                                         Holder prior to maturity.



 


§
9

Waiver of Right to Set-Off


 


By accepting this
Note, each Holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to
such Note or the Subordinated Indenture (or between obligations of the Issuer under or in respect of this Note and any liability
owed by a Holder) that they might otherwise have against the Issuer, whether before or during the Issuer’s winding up or
administration, and no Holder may set off its claims arising under this Note against any of claims of the Issuer.


 


§
10

Amendments


 


		(1)	Amendments
                                         Without Holder Consent. Subject to the prior consent of the competent supervisory
                                         authority, if required under the CRR or other applicable laws and regulations for the
                                         recognition of this Note as Tier 2 capital, the Issuer and the Trustee may amend, modify
                                         or supplement the Supplemental Subordinated Indenture or this Note without the consent
                                         of any Holder to cure any ambiguity or to correct or supplement any provision contained
                                         herein which may be defective or inconsistent with any other provision contained herein,
                                         or to make such other provisions as the Issuer may deem necessary or desirable, provided
                                         that no such action shall adversely affect the interests of the Holder of this Note.
                                         Notwithstanding the foregoing, any amendment made solely to conform the provisions of
                                         the Supplemental Subordinated Indenture to the description of this Note contained in
                                         the Issuer’s prospectus supplement dated January 14, 2021 will not be deemed to
                                         adversely affect the interests of the Holders of this Note.



 


		(2)	Amendments
                                         Requiring Majority Holder Consent. The provisions of the Subordinated Indenture permit
                                         the Issuer and the Trustee, subject to the prior consent of the competent supervisory
                                         authority, if required under the CRR or other applicable laws and regulations for the
                                         recognition of this Note as Tier 2 capital, and with the consent of the Holders of not
                                         less than a majority in aggregate principal amount of the subordinated debt securities
                                         of all series issued under the Base Subordinated 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 hereby, (a) (i) change the final maturity of this
                                         Note, (ii) reduce the principal amount hereof, (iii) reduce the rate or change the time
                                         of payment of interest hereon, (iv) reduce any amount payable on redemption hereof, (v)
                                         make the principal hereof, or interest hereon payable in any coin or currency other than
                                         that provided in this Note or in accordance with the terms hereof, (vi) modify or amend
                                         any provisions for converting any currency into any other currency as provided in this
                                         Note or in accordance with the terms hereof, (vii) impair or affect the right of any
                                         Note Holder to institute suit for the payment hereof, (viii) modify the provisions of
                                         the Subordinated Indenture with respect to the



 




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subordination of this
Note in a manner adverse to the holders, in each case without the consent of the holder of each subordinated debt security so
affected; or (b) reduce the aforesaid percentage of subordinated debt securities of all series issued under the Base Subordinated
Indenture, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders
of each subordinated debt security so affected.


 


§
11

Miscellaneous


 


		(1)	Replacement
                                         of Note. 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 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 this Note mutilated, defaced, destroyed,
                                         lost or stolen.



 


		(2)	Unclaimed
                                         Moneys. 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 Holder of this Note
                                         that such moneys shall be repaid to the Issuer and any person claiming such moneys shall
                                         thereafter look only to the Issuer for payment hereof 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.



 


		(3)	Incorporators,
                                         Shareholders, Offers and Directors Exempt from Individual Liability. 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 Subordinated 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.



 




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§
12

Governing Law


 


This Note and the
Subordinated Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of such State, except with respect to the subordination provisions hereof and thereof, which
shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, and except as may otherwise
be required by mandatory provisions of law.


 


§
13

Definitions


 


As used herein:


 


(a)       the
term “Business Day” means a day on which (i) the Trans-European Automatic Real-time Gross settlement Express
Transfer system (TARGET2) is open for business and (ii) commercial banks and foreign exchange markets settle payments and are
open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City.


 


(b)       the
term “Notices” refers to notices to the Holders of this Note at each Holder’s address as that address
appears in the register for this Note 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; 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;


 


(c)       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.


 


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


 




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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.


 





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