EXHIBIT 4.4(a)


 


 


DEUTSCHE
BANK AG





[INSERT BRANCH OFFICE
THROUGH WHICH THE NOTE IS ISSUED, IF APPLICABLE]


 


[FORM
OF FACE OF DEBT SECURITY]


 


FIXED
RATE REGISTERED SENIOR DEBT FUNDING NOTE REGISTEREDU.S. $[AGGREGATE


 


	REGISTERED	U.S. $[AGGREGATE
		PRINCIPAL AMOUNT]
	CERTIFICATE No.	CUSIP:
		ISIN:



 


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.


 




     


     


    

SENIOR
DEBT FUNDING NOTES, SERIES E


 


Fixed
Rate Registered Senior Debt Funding Note


 


	 	Trade Date	[ ]
	 	Original Issue Date 	[ ]
	 	Maturity Date	[ ]
	 	Principal Amount	[ ]
	 	Aggregate Principal Amount 	[ ]
	 	Minimum Denominations	[ ]
	 	Interest Rate 	[ ]
	 	Interest Payment Date(s)	[ ]
	 	Interest Period(s)	[ ]
	 	Interest Accrual Date 	[ ]
	 	Resolution Measures Provisions 	This Note will be subject to the Resolution
    Measures provisions provided in the Indenture and on the reverse hereof
	 	Office Substitution 	[Applicable]
	 	Initial Redemption Date	[ ]
	 	Redemption Dates 	[ ]
	 	Redemption Notice Period	[ ]
	 	Initial Redemption Percentage	[ ]
	 	Annual Redemption Percentage Reduction 	[ ]
	 	Original Yield to Maturity 	[ ]
	 	Tax Redemption	[ ]
	 	Payment of Additional Tax Amounts 	[ ]
	 	Other Provisions	[ ]


 


Deutsche
Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under


 




    2 


     


    

the laws of the Federal
Republic of Germany, if so specified, acting through the office specified on the front page of this Note, (together with its successors
and assigns, the “Issuer”), 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) and to pay interest thereon at the Interest Rate per annum specified above from and including the Interest
Accrual Date specified above until but excluding the date the amount due with respect to the principal amount is paid or duly
made available for payment (except as provided below) weekly, monthly, quarterly, semi-annually or annually in arrears on the
Interest Payment Dates specified above in each year commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption date); provided, however, that if the Interest Accrual
Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual Date to the registered Holder of this Note on the Record Date
with respect to such second Interest Payment Date.


 


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, or, if no interest has been paid or duly provided for, from and including, the Interest Accrual Date, to, but excluding the
next Interest Payment Date or the date the amount due with respect to 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 date that is one New York Banking Day immediately preceding the relevant
date of payment with respect to such Interest Payment Date (each such date, a “Record Date”); provided,
however, that any interest payable at maturity (or on any redemption date) will be payable to the person to whom the amount
due with respect to the principal hereof shall be payable.


 


Payment
of the amount due with respect to the principal, premium, if any, and any interest due on this Note will be made by wire transfer
of immediately available funds at the office or agency of the Paying Agent (as defined on the reverse hereof), maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Issuer may determine, in
U.S. dollars.


 


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 Authenticating Agent, acting on behalf of the Trustee, referred
to on the reverse hereof by manual or electronic signature (including any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com), this Note shall not be entitled to any benefit under the Indenture (as defined on
the reverse hereof) or be valid or obligatory for any purpose.


 




    3 


     


    

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


 


 





	 	 	DEUTSCHE BANK AG [INSERT BRANCH OFFICE THROUGH WHICH THE NOTE IS ISSUED, IF APPLICABLE]	 
	 	 	 	 
	 	 	 	 
	DATED:    	[ ]	 	By:	    	 
	 	 	 	 	Name:		 
	 	 	 	 	Title:		 



 




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	
    	 
	 	 	 	 	Name:		 
	 	 	 	 	Title:		 
	 	 	 	 	 	 	 








 

	CERTIFICATE
        OF AUTHENTICATION

         

        This Note is
        one of the Securities referred

        

        to in
        the within-mentioned Senior Debt Funding Indenture.

         

        DEUTSCHE
        BANK TRUST COMPANY AMERICAS, as Authenticating Agent

         
	 



 


	By:
    		 
	 	Authorized
    Officer	 


	



 


  



    4 


     


    

[FORM
OF REVERSE OF SECURITY]


 


This
Note is one of a duly authorized issue of Senior Debt Funding Notes, Series E of the Issuer (the “Notes”).
The Notes are issuable under a Senior Debt Funding Indenture, dated as of July 30, 2018, among the Issuer, Delaware Trust
Company, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and
Deutsche Bank Trust Company Americas (“DBTCA”), as paying agent, authenticating agent, issuing agent, and
registrar (as supplemented by the First Supplemental Senior Debt Funding Indenture dated as of March 1, 2021, and as may be
further amended or supplemented from time to time, the “Indenture”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and Holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed DBTCA acting through its principal corporate trust office in the
Borough of Manhattan, The City of New York, as its paying agent (the “Paying Agent,” which term includes
any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes. The Issuer has appointed DBTCA
as the authenticating agent (the “Authenticating Agent,” which term includes any additional or successor
Authenticating Agent appointed by the Issuer) to act on behalf of the Trustee to authenticate the Notes. The terms of
individual Notes may vary with respect to interest rates, interest rate formulas, issue dates, maturity dates, or otherwise,
all as provided in the Indenture. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated
by reference herein.


 


This
Note will not be subject to any sinking fund. Unless otherwise indicated on the face hereof, this Note will not be redeemable
prior to maturity.


 


If
so indicated on the face hereof, this Note may be redeemed in whole or in part at the option of the Issuer on or after the Initial
Redemption Date specified on the face hereof or on the Redemption Dates specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date of redemption. Any redemption of this Note prior
to its stated maturity shall be subject to (i) receipt by the Issuer of approval of the competent authority and (ii) compliance
with any other regulatory requirements. If this Note is redeemed by the Issuer without the approval of such competent authority,
if then legally required, then the amounts paid on this Note must be returned to the Issuer irrespective of any agreement to the
contrary.


 


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


 




    5 


     


    

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


 


In
the case where the calendar date indicated on the face hereof as the Interest Payment Date or the Maturity Date (or any redemption
date) does not fall on a Business Day or where the Interest Payment Date or the Maturity Date (or any redemption date) is postponed
according to the terms and procedures specified on the face hereof, 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.


 


The
Notes are intended to qualify as eligible liabilities instruments within the meaning of Articles 72a, 72b(2) of Regulation (EU)
No 575/2013 of the European Parliament and of the Council, as amended, supplemented or replaced from time to time (the “CRR”),
with the exception of point (d), for the minimum requirement for own funds and eligible liabilities as applicable to the Issuer.


 


The obligations
under the Notes constitute unsecured and unsubordinated obligations of the Issuer and shall rank pari passu among themselves
and with all other unsecured and unsubordinated obligations of the Issuer, subject, however, to statutory priorities conferred
on certain unsecured and unsubordinated obligations in the event of any Resolution Measures imposed on the Issuer or in the event
of the dissolution, liquidation, insolvency or composition of the Issuer, or if other proceedings are opened for the avoidance
of the insolvency of, or against, the Issuer; in accordance with Section 46f(5) of the German Banking Act (Kreditwesengesetz),
the obligations of the Issuer under the Notes shall rank in priority to the Issuer’s obligations under debt instruments
(Schuldtitel) of the Issuer within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz)
(including the obligations under any such debt instruments that were issued by the Issuer before July 21, 2018 and that are subject
to Section 46f(9) of the German Banking Act (Kreditwesengesetz)) or any successor provision, this includes eligible liabilities
within the meaning of Articles 72a and 72b(2) CRR.


 


No
subsequent agreement may enhance the seniority of the Issuer’s obligations under the Notes or shorten the term of any of
the Notes or any applicable notice period. No Holder may set off its claims arising under the Notes against any claims of the
Issuer. No security or guarantee shall be provided at any time securing claims of the Holders under the Notes; any security 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.


 


This
Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons,
and unless otherwise specified above, is issuable only in denominations of U.S. $1,000 and any integral multiple of U.S. $1,000
in excess thereof.


 


If
“Office Substitution” is applicable to the Notes as specified on the face hereof, the Issuer may at any time, without
the consent of the Holders or the Trustee, designate another Office of the Issuer as substitute for the Office through which the
Issuer has acted to issue the


 




    6 


     


    

Notes
with the same effect as if such substitute Office had been originally named as the Office through which the Issuer had acted to
issue the Notes for all purposes under the Indenture and the Notes.  In order to give effect to such substitution, the Issuer
shall give notice of such substitution to the Trustee and the Holders of the Notes.  With effect from the substitution date,
such substitute Office shall, without any amendment to this Note or entry into any supplemental indenture, assume all of the obligations
of the originally-named Office as principal obligor under the Notes. “Office” means the Issuer’s head
office or one of the Issuer’s branch offices.


 


DBTCA
has been appointed Registrar for the Notes, and DBTCA will maintain at its office in The City of New York, a register for the
registration and transfer of Notes. This Note may be transferred at either the aforesaid New York office of DBTCA by surrendering
this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and
the Authenticating Agent and duly executed by the registered Holder hereof in person or by the Holder’s attorney duly authorized
in writing, and thereupon the Trustee or the Authenticating Agent shall authenticate and deliver 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
neither the Trustee nor the Authenticating Agent will be required to (i) 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 or (ii) register
the transfer of or exchange Notes to the extent and during the period so provided in the 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,
the Trustee and the Authenticating Agent and executed by the registered Holder in person or by the Holder’s attorney duly
authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that
no gain or loss of interest results from such exchange or transfer.


 


In
case this Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Note or evidence of the loss,
theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be
required in the premises) shall be delivered to the Trustee and the Authenticating Agent, 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, the Authenticating Agent 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 the Note mutilated, defaced, destroyed, lost or stolen.


 


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. There are no other events of default under this Note. If an Event of Default
with respect to this Note occurs and is continuing, then, unless the principal of this Note shall have already become due and


 




    7 


     


    

payable,
either the Trustee or the Holder of not less than 33 1⁄3% in aggregate principal amount of all outstanding debt securities
issued under the Indenture (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Holders),
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 Indenture.


 


Subject
to Section 5.02 of the Indenture, the Indenture provides for no right of acceleration in the case of a default in the payment
of principal of, or interest on, or other amounts owing under this Note or a default in the performance of any other covenant
of the Issuer under this Note or the Indenture (any such default in payment or default in performance, a “default”).


 


If
an Event of Default or a default with respect to this Note occurs and is continuing, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered (but not obligated) to pursue any available remedy by proceedings at law
or in equity to collect any principal of and interest on this Note due and unpaid, or to enforce the performance of any provision
of this Note or the Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Issuer or other obligor upon this Note and collect in the manner provided by law out
of the property of the Issuer or other obligor upon this Note, wherever situated, the monies adjudged or decreed to be payable.


 


If
the face hereof indicates that this Note is subject to “Tax Redemption,” subject to approval by the competent
authority, if then required under applicable law, capital adequacy guidelines, regulations or policies of such competent authority,
this Note may be redeemed, as a whole, at the option of the Issuer at any time prior to maturity, upon the giving of a Notice
of redemption as described below, at a redemption price equal to 100% of the principal amount hereof, together with any accrued
interest to the date fixed for redemption, if the Issuer determines that, as a result of any change in or amendment to the laws,
or any regulations or rulings promulgated thereunder, of the Federal Republic of Germany, the United States, the jurisdiction
of residence or incorporation of any successor corporation to the Issuer, or the jurisdiction of any issuing branch (each, a “Relevant
Jurisdiction”), or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change
in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Trade Date hereof, the Issuer has or will become obligated to pay Additional Tax Amounts, as
defined below, with respect to this Note as described below. If this Note is redeemed by the Issuer without the approval of such
competent authority, if then legally required, then the amounts paid on this Note must be returned to the issuer irrespective
of any agreement to the contrary. Prior to the giving of any Notice of redemption pursuant to this paragraph, the Issuer shall
deliver to the Trustee (i) a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement
of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred, and


 


(ii)  
an opinion of independent legal counsel satisfactory to the Trustee to such effect based on such statement of facts; provided,
that no such Notice of redemption shall be given earlier than 60 calendar days prior to the earliest date on which the Issuer
would be obligated to pay such Additional Tax Amounts if a payment in respect of this Note were then due.


 


Notice
of redemption will be given not less than 30 nor more than 60 calendar days prior


 




    8 


     


    

to
the date fixed for redemption or within the Redemption Notice Period specified on the face hereof, which date and the applicable
redemption price will be specified in the Notice.


 


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.


 


“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.


 


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 this Note) and if (but only if) the face hereof indicates that this Note is subject to “Payment of Additional Tax
Amounts,” the Issuer shall, to the fullest extent permitted by law, pay such additional tax amounts (“Additional
Tax 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 Tax 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)	would
                                         not be payable to the extent such deduction or withholding could be avoided or reduced
                                         if the Holder or the Beneficial Owner (or any financial institution through which the
                                         Holder or the Beneficial Owner holds the Notes or through which payment on the Notes
                                         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 you or the beneficial owner (or such financial institution) or concerning the Holder’s
                                         or the Beneficial Owner’s (or financial institution’s) ownership or concerning
                                         the Holder’s or the Beneficial Owner’s (or such financial institution’s)
                                         nationality, residence, identity or connection with the jurisdiction imposing such tax;
                                         or



 


		(c)	are
                                         payable by reason of the Holder’s or the Beneficial Owner’s having, or having
                                         had, some personal or business connection with the Federal Republic of Germany 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 Federal
                                         Republic of Germany; or



 




    9 


     


    

		(d)	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
                                         Tax 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



 


		(e)	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



 


		(f)	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



 


		(g)	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 the Section 12.04 of the Indenture, whichever
                                         occurs later.



 


No
Additional Tax Amounts or any other amounts shall 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.


 


Moreover,
all amounts payable in respect of this Note shall be made subject to compliance with Sections 1471 through 1474 of the U.S. Internal
Revenue Code of 1986 (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) and any applicable agreement described in Section 1471(b) of the
Code. The Issuer shall have no obligation to pay Additional Tax Amounts or otherwise indemnify a Holder or Beneficial Owner in
connection with any such compliance with the Code.


 


The
terms and conditions set forth in the following paragraphs (a) – (k) shall apply to this Note, and by acquiring this Note,
the Holder and each Beneficial Owner of this Note shall be bound by and shall be deemed to consent to the imposition of any Resolution
Measure by the competent resolution authority.


 


		(a)	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, if any, or any other amount in respect of this Note;



 


		(ii)	convert
                                         this Note into ordinary shares of (A) the Issuer or (B) any group entity or (C) any bridge
                                         bank or other instruments of ownership of such entities qualifying as common equity tier
                                         one capital (and the issue to or conferral on the Holder (including each Beneficial Owner)
                                         of such ordinary shares or instruments); and/or



 




    10 


     


    

		(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 Indenture to make a payment of principal of, interest on, or other amounts owing
under this Note.


 


		(b)	By
                                         its acquisition of this Note, the Holder (including each Beneficial Owner) of this Note
                                         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 this Note 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 an Event of Default or a
                                         default (A) under this Note, (B) under the Indenture or (C) for the purpose of, but only
                                         to the fullest 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).



 


		(c)	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 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.



 


		(d)	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.



 


		(e)	By
                                         its acquisition of this Note, the Holder (and each Beneficial Owner) of this Note waives,
                                         to the fullest extent permitted by the Trust Indenture Act and



 




    11 


     


    

applicable
law, any and all claims against the Trustee or 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 the Agents take,
or abstain from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority
with respect to this Note.


 


		(f)	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 Holder in accordance
                                         with Section 12.04 of the Indenture as soon as practicable regarding such imposition
                                         of a Resolution Measure by the competent resolution authority for purposes of notifying
                                         the Holder of such occurrence. The Issuer shall also deliver a copy of such notice to
                                         the Trustee and the Agents for information purposes, 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.



 


		(g)	If
                                         this Note is called or being called for redemption by the Issuer, but the competent resolution
                                         authority has imposed a Resolution Measure with respect to this Note prior to the payment
                                         of the redemption amount, 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.



 


		(h)	Upon
                                         the imposition of any Resolution Measure by the competent resolution authority, the Trustee
                                         shall not be required to take any further directions from the Holders under Section 5.09
                                         of the Indenture, which section authorizes Holders of a majority in aggregate principal
                                         amount of the debt securities issued under the Indenture at the time Outstanding to direct
                                         certain actions relating to such debt securities, and if any such direction was previously
                                         given under Section 5.09 of the 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. 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, this Note remains outstanding, then the Trustee’s and each Agent’s
                                         duties under the 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.



 


		(i)	By
                                         the acquisition of this Note, the Holder and each Beneficial Owner of this Note 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 



 




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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 this Note 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 the Holder of this Note, the Trustee or the Agents and (iii)
acknowledged and accepted that the provisions contained in Article 6 of the Indenture are exhaustive on the matters described
in Article 6 of the Indenture to the exclusion of any other agreements, arrangements or understandings between it and the Issuer
relating to the terms and conditions of this Note.


 


		(j)	If
                                         the competent resolution authority imposes a Resolution Measure with respect to less
                                         than the total outstanding principal amount of the debt securities issued under the Indenture,
                                         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 such debt securities pursuant to the Resolution Measure will be made on a substantially
                                         pro rata basis among any series of debt securities issued under the Indenture.



 


		(k)	Any
                                         obligations of the Holders to indemnify the Trustee and the Agents under the 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 7.02 and 7.06 of the Indenture shall survive the imposition of a Resolution
                                         Measure by the competent resolution authority with respect to the Issuer or this Note.



 


The
Indenture permits the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Indenture then outstanding and affected (voting as one class), to
execute supplemental indentures adding any provisions to or changing in any manner the rights of the Holders of each series so
affected; provided that the Issuer and the Trustee may not, without the consent of the Holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or change
the currency of payment thereof, or modify or amend the provisions for conversion of any currency into any other currency, or
impair or affect the rights of any Holder to institute suit for the payment thereof or (b) reduce the aforesaid percentage in
principal amount of debt securities the consent of the Holders of which is required for any such supplemental indenture. The Issuer
and the Trustee may, without the consent of the Holder of this Note, conform the terms of this Note to the description thereof
in the prospectus and prospectus supplements relating to the offering and sale of this Note.


 


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, if any, on this Note as herein provided in the United States, and an office or agency in
the United States for the registration, transfer and exchange as aforesaid of this Note. The Issuer may designate other


 




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agencies
for the payment of said principal, premium and interest at such place or places outside the United States (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Trustee advised
of the names and locations of such agencies, if any are so designated.


 


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


 


Subject
to the imposition of a Resolution Measure, no provision of this Note or of the 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 on the face of this Note due with respect to the principal of, premium, if any, and interest, if any, on this Note at
the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered
Holder of this Note.


 


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


 


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


 


This
Note 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 as may otherwise be required by mandatory provisions of law.


 


As used herein:


 


		(a)	the
                                         term “Beneficial Owner” shall mean the beneficial owners of this Note
                                         (and any interest therein);



 


		(b)	the
                                         term “bridge bank” shall mean a newly chartered German bank that would
                                         receive some or all of the Issuer’s equity securities, assets, liabilities and
                                         material contracts, including those attributable to the Issuer’s branches and subsidiaries,
                                         in 



 




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a
resolution proceeding;


 


		(c)	the
                                         term “Business Day” means, unless otherwise provided on the face of
                                         this Note, any day other than a day that (i) is a Saturday or Sunday, (ii) is a day on
                                         which banking institutions generally in The City of New York or London, England are authorized
                                         or obligated by law, regulation or executive order to close or (iii) is a day on which
                                         transactions in U.S. dollars are not conducted in The City of New York or London, England;



 


		(d)	the
                                         term “competent resolution authority” shall mean any authority with
                                         the ability to exercise a Resolution Measure;



 


		(e)	the
                                         term “group entity” shall mean an entity that is included in the corporate
                                         group subject to a Resolution Measure;



 


		(f)	the
                                         term “Notices” refers to notices to the Holders of the Notes at each
                                         Holder’s address as that address appears in the register for the Notes by first
                                         class mail, postage prepaid, and to be given by publication in an authorized newspaper
                                         in the English language and of general circulation in the Borough of Manhattan, The City
                                         of New York; 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; and



 


		(g)	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 Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.


 




    15 


     


    

ABBREVIATIONS


 


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


 





	 	TEN COM	–	as tenants in common   
	 	TEN ENT	–	as tenants by the entireties
	 	JT TEN	–	as joint tenants with right of survivorship
    and not as tenants in common


 


 


	 	UNIF GIFT MIN ACT –		Custodian	 	 
	 		(Minor)	 	(Cust)	 








 





 


	 	Under Uniform
    Gifts to Minors Act 	 	 
	 	 	(State)	 



 


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


 


 


 ____________________________





 




    16 


     


    

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.



 

 


 



    17