Exhibit 4.5(d)


 


THIRD SUPPLEMENTAL ELIGIBLE LIABILITIES

SENIOR INDENTURE


 


AMONG


 


DEUTSCHE
BANK AKTIENGESELLSCHAFT,

as Issuer


 


AND



THE BANK OF NEW YORK MELLON,

as Trustee



AND






 


DEUTSCHE
BANK TRUST COMPANY AMERICAS, 


 


as Paying
Agent, Authenticating Agent, Issuing Agent and Registrar


 


Dated as of November 17, 2020


 


SUPPLEMENTAL TO ELIGIBLE LIABILITIES SENIOR
INDENTURE


 


DATED AS OF APRIL 19, 2017


 




     


     


    

THIS
THIRD SUPPLEMENTAL ELIGIBLE LIABILITIES SENIOR INDENTURE, dated as of November 17, 2020, among DEUTSCHE BANK AKTIENGESELLSCHAFT
(the “Issuer”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Paying Agent, Authenticating Agent, Issuing Agent and Registrar.


 


W I T N E
S S E T H :


 


WHEREAS,
the Issuer and the Trustee are parties to that certain Eligible Liabilities Senior Indenture, dated as of April 19, 2017, as supplemented
by the First Supplemental Eligible Liabilities Senior Indenture, dated as of July 10, 2017, and the Second Supplemental Eligible
Liabilities Senior Indenture, dated as of July 21, 2018, each among the Issuer, the Trustee
and Deutsche Bank Trust Company Americas (the “Indenture”);


 


WHEREAS,
Section 9.01(c) of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer and the Trustee
may enter into indentures supplemental to the Indenture for the purpose of, among other things, making any provisions as the Issuer
may deem necessary or desirable; provided that no such action shall adversely affect the interests of the Holders of the
Securities or Coupons;


 


WHEREAS,
there are no Securities Outstanding of any series created prior to the execution of this Third Supplemental Eligible Liabilities
Senior Indenture which are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;


 


WHEREAS,
the Issuer desires and the Trustee has agreed to amend Sections 2.03, 2.06, 6.01, 10.01, 12.09 and 13.01 of the Indenture with
respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Eligible Liabilities
Senior Indenture;


 


WHEREAS,
Section 9.01(d) of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer and the Trustee
may enter into indentures supplemental to the Indenture for the purpose of, among other things, establishing the forms or terms
of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03 of the Indenture;


 


WHEREAS,
the Issuer desires to establish the forms of Securities for the Eligible Liabilities Senior Notes, Series D to be issued under
the Indenture on or after the date of this Third Supplemental Eligible Liabilities Senior Indenture pursuant to Sections 2.01
and 2.03 of the Indenture;


 




    2 


     


    

WHEREAS,
the Issuer hereby represents that the entry into this Third Supplemental Eligible Liabilities Senior Indenture by the parties
hereto is in all respects authorized by the provisions of the Indenture; and


 


WHEREAS,
the Issuer hereby represents that all things necessary to make this Third Supplemental Eligible Liabilities Senior Indenture a
valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration
of the premises, the Issuer and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective
Holders from time to time of the Securities, as follows:


 


Article
1

Forms of Securities


 


Section 1.01.
Establishment of Series; Forms of Securities. As applied to the Securities to be issued under the Indenture on or after the
date of this Third Supplemental Eligible Liabilities Senior Indenture, the forms of Securities for the Eligible Liabilities Senior
Notes, Series D shall be substantially in the forms of Schedule I or Schedule II to this Third Supplemental Eligible
Liabilities Senior Indenture and as may be determined from time to time pursuant to Officers’ Certificates pursuant to Section
2.03 of the Indenture.


 


Article
2

Amendments to the Indenture


 


Section 2.01.
Amendment to Section 2.03 of the Indenture. With respect to the Securities to be issued under the Indenture on or after
the date of this Third Supplemental Eligible Liabilities Senior Indenture, the following text in Section 2.03 of the Indenture,
which reads as follows, shall be deleted:


 


“The
Securities may be issued in one or more series and are intended to qualify as eligible liabilities instruments for the minimum
requirement for own funds and eligible liabilities as applicable to the Issuer.


 


Status.
The obligations under the Securities constitute unsecured and unsubordinated non-preferred obligations of the Issuer under debt
instruments (Schuldtitel) within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz)
or any successor provision. The obligations of the Issuer under the Securities shall rank pari passu among themselves and
with all other unsecured and unsubordinated non-preferred obligations under debt instruments of the Issuer within the meaning
of Section 46f(6) sentence 1 of the German Banking Act


 




    3 


     


    

(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.


 


In
accordance with Section 46f(5) of the German Banking Act (Kreditwesengesetz), 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, the obligations of the Issuer under the Securities
shall rank junior to the claims of unsubordinated creditors of the Issuer not qualifying as obligations under debt instruments
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. In any such event, no
amounts shall be payable in respect of the Securities until the claims of such unsubordinated creditors of the Issuer have been
satisfied in full.”


 


and shall be
replaced with the following:


 


“The
Securities may be issued in one or more series and are intended to qualify as eligible liabilities instruments within the meaning
of Articles 72a and 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”) for the minimum requirement for own funds and eligible liabilities
as applicable to the Issuer.


 


Status.
The obligations under the Securities constitute unsecured and unsubordinated non-preferred obligations of the Issuer under debt
instruments (Schuldtitel) within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz)
or any successor provision. The obligations of the Issuer under the Securities shall rank pari passu among themselves and
with all other unsecured and unsubordinated non-preferred obligations under debt instruments 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.


 


In
accordance with Section 46f(5) of the German Banking Act (Kreditwesengesetz), in the event of any Resolution Measures
imposed on


 




    4 


     


    

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, the obligations of the Issuer under the Securities shall rank
junior to the claims of unsubordinated creditors of the Issuer not qualifying as obligations under debt instruments 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 Article 72b(2) CRR where point (d) of such Article does not apply. In any such event, no amounts shall be payable in
respect of the Securities until the claims of such unsubordinated creditors of the Issuer have been satisfied in full.”


   


Section
2.02.   Amendment to Section 2.06 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Eligible Liabilities
Senior Indenture, the first sentence in Section 2.06 of the Indenture, which read as follows, shall be deleted:


 


“Only
such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed
by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose.”


 


and shall be
replaced with the following:


 


“Only
such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed
by the Trustee by the manual or electronic signature (including any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) of one of its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose.”


 


Section
2.03.   Amendment to Section 6.01 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Eligible Liabilities
Senior Indenture, Section 6.01 of the Indenture is hereby amended by (a) deleting Section 6.01(a)(ii) of the Indenture, which
reads as follows, in its entirety:


 


 “convert
the Securities into ordinary shares of (i) the Issuer or (ii) any group entity or (iii) 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 Holders (including
the Beneficial Owners) of such ordinary shares or instruments); and/or”




    5 


     


    










 


and replacing
the deleted text with the following:


 


“convert
the Securities 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 Holders (including the Beneficial
Owners) of such ordinary shares or instruments); and/or”; and


 


(b)
deleting the following language in Section 6.01 of the Indenture, which reads as follows, in its entirety:


 


“The
Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections 7.02 and 7.06 shall survive the
imposition of a Resolution Measure by the competent resolution authority with respect to the Securities.”


 


and replacing
the deleted text with the following:


 


“Any
obligations of the Holders to indemnify the Trustee and the Agents under this Indenture shall survive the imposition of a
Resolution Measure by the competent resolution authority with respect to the Issuer or the Securities. To the extent not
otherwise specifically precluded by a Resolution Measure (whether or not such Resolution Measure is expressly referring to the relevant indemnities
or is precluding the relevant indemnities generally), the Issuer’s obligations to indemnify the Trustee and
the Agents in accordance with Sections 7.02 and 7.06 shall survive the imposition of a Resolution Measure by the competent
resolution authority with respect to the Issuer or the Securities.”


 


Section
2.04.   Amendment to Section 10.01 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Eligible Liabilities
Senior Indenture, the first paragraph of Section 10.01 of the Indenture, which reads as follows, shall be deleted in its entirety:


 


“In
case of any merger or consolidation or sale, lease or conveyance of all or substantially all of the Issuer’s assets to any
other Person, the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets
of the Issuer (if other than the Issuer) may succeed to and be substituted for the Issuer, with the same effect as if it had been
named herein; provided that no such succession or substitution shall occur unless it is effected in a manner as prescribed by
applicable laws
and regulations and the competent supervisory or resolution authority has raised no objection to such succession or substitution.
Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to
such succession any or all holders of the Securities issuable hereunder which together with any Coupons


 




    6 


     


    

 appertaining thereto theretofore
shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation, instead
of the Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered
by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued together with any Coupons
appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date
of the execution hereof.”


 


and shall be
replaced with the following:


 


“In
case of any merger or consolidation or sale, lease or conveyance of all or substantially all of the Issuer’s assets to any
other Person, the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets
of the Issuer (if other than the Issuer) may succeed to and be substituted for the Issuer, with the same effect as if it had been
named herein; provided that no such succession or substitution shall occur unless it is effected in a manner as prescribed by
applicable laws and regulations and the competent supervisory or resolution authority has raised no objection to or has approved
of, as the case may be, such succession or substitution. Such successor corporation may, subject to all the terms, conditions
and limitations provided in this Indenture, cause to be signed, and may issue either in its own name or in the name of the Issuer
prior to such succession any or all holders of the Securities issuable hereunder which together with any Coupons appertaining
thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; upon an Issuer Order of such successor
corporation, instead of the Issuer, the Trustee shall authenticate and shall deliver any Securities together with any Coupons
appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication,
and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal
rank, be subject
to the imposition of Resolution Measures, and benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.”


 




    7 


     


    




Section
2.05.    Amendment to Section 12.09 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Eligible Liabilities
Senior Indenture, Section 12.09 of the Indenture is hereby amended by adding the following paragraph after the first sentence:


 


“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 Indenture. Each of
the parties to this 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 Indenture shall become effective when each party shall have received a counterpart hereof signed by all of the
other parties to this Indenture.”


  


Section 2.06.
Amendment to Section 13.01 of the Indenture. With respect to the Securities to be issued under the Indenture on or after the
date of this Third Supplemental Eligible Liabilities Senior Indenture, Section 13.01 of the Indenture, which reads as follows,
shall be deleted in its entirety:


 


“The
provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity. Any
redemption of Securities of any series prior to their stated maturity shall be subject to (i) receipt by the Issuer of prior written
approval of the competent authority, if then required under applicable law, capital adequacy guidelines, regulations or policies
of such competent authority; and (ii) compliance with any other regulatory requirements. If the Securities are redeemed without
prior written approval of such competent authority, then the amounts paid on the Securities must be returned to the Issuer irrespective
of any agreement to the contrary.”


 


and shall be
replaced with the following:


 


“The
provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity. Any
redemption of Securities of any series prior to their stated maturity shall be subject to (i) receipt by the Issuer of prior written
approval of the competent authority (except in the cases referred to in Article 72c(3) CRR); and (ii) compliance with any
other regulatory requirements. If the Securities are redeemed without prior written approval of such competent authority, then





 




    8 


     


    







the amounts paid on the Securities must be returned to the Issuer irrespective of any agreement to the contrary.”


 


Article
3

Miscellaneous Provisions


 


Section 3.01.
Further Assurances. The Issuer will, upon request by the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Third Supplemental Eligible
Liabilities Senior Indenture.


 


Section 3.02.
Other Terms of Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of
the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.


 


Section 3.03.
Terms Defined. All terms defined elsewhere in the Indenture shall have the same meanings when used herein.


 


Section 3.04.
Governing Law. This Third Supplemental Eligible Liabilities Senior 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 as may otherwise
be required by mandatory provisions of law and except with respect to the provisions of the third and fourth paragraphs of Section
2.03 of the Indenture (as amended by this Third Supplemental Eligible Liabilities Senior Indenture), relating to the ranking of
the Securities and their status under Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz),
which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, including, in relation
to such provisions, any determination of whether a Resolution Measure has been imposed on the Issuer.


 


Section 3.05.
Counterparts. This Third Supplemental Eligible Liabilities Senior Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to 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 Third Supplemental Eligible Liabilities Senior Indenture. Each of the parties to this Third Supplemental Eligible Liabilities
Senior 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


 




    9 


     


    




maintain sufficient records
of the same. This Third Supplemental Eligible Liabilities Senior Indenture shall become effective when each party shall have received
a counterpart hereof signed by all of the other parties to this Third Supplemental Eligible Liabilities Senior Indenture.


 


Section 3.06.
Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency
of this Third Supplemental Eligible Liabilities Senior Indenture or the Securities.


 


Section 3.07. 
Adoption, Ratification and Confirmation. The Indenture, as supplemented and amended by this Third Supplemental Eligible
Liabilities Senior Indenture, is in all respects hereby adopted, ratified and confirmed. The Indenture and this Third Supplemental
Eligible Liabilities Senior Indenture shall be read, taken and construed as one and the same instrument.


 


[SIGNATURE
PAGE FOLLOWS]


 




    10 


     


    

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


 


 




	 	DEUTSCHE BANK AKTIENGESELLSCHAFT
	 	 
	 	 
	 	By:	/s/ Jonathan Blake
	 	 	Name:Jonathan Blake
	 	 	Title:  Managing Director



  


 


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





 


 











	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	 	By:	/s/ Francine Kincaid
	 	 	Name:Francine Kincaid
	 	 	Title:  Vice President



  



  





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





 


 





 




     


     


    




Schedule
I







Exhibit 4.6(a)


 


DEUTSCHE
BANK AG 


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


 


[FORM
OF FACE OF DEBT SECURITY]


 


FIXED
RATE REGISTERED ELIGIBLE LIABILITIES SENIOR NOTE



 


	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.


 




     


     


    

ELIGIBLE
LIABILITIES SENIOR NOTES, SERIES D


 


Fixed
Rate Registered Eligible Liabilities Senior 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...................................................	[ ]


  


 




    2 


     


    

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


 


 


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


 


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


  


	CERTIFICATE
                    OF AUTHENTICATION

         

        This
Note is one of the Securities referred 

        to in
        the within-mentioned Eligible Liabilities Senior 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 Eligible Liabilities Senior Notes, Series D of the Issuer (the “Notes”).
The Notes are issuable under an Eligible Liabilities Senior Indenture, dated as of April 19, 2017, among the Issuer, The Bank
of New York Mellon, 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 Eligible Liabilities Senior Indenture dated as of July 10, 2017, the Second
Supplemental Eligible Liabilities Senior Indenture dated as of July 21, 2018, and the Third Supplemental Eligible Liabilities
Senior Indenture dated as of November 17, 2020, 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 (except in the cases
referred to in Article 72c(3) 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”)) 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


 




    5 


     


    

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.


 




    6 


     


    

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 and 72b(2) CRR for the minimum
requirement for own funds and eligible liabilities as applicable to the Issuer.


 


The
obligations under the Notes constitute unsecured and unsubordinated non-preferred obligations of the Issuer under debt instruments
(Schuldtitel) within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) or any
successor provision. The obligations of the Issuer under the Notes shall rank pari passu among themselves and with all
other unsecured and unsubordinated non-preferred obligations under debt instruments 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.


 


In
accordance with Section 46f(5) of the German Banking Act (Kreditwesengesetz), 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, the obligations of the Issuer under the Notes shall
rank junior to the claims of unsubordinated creditors of the Issuer not qualifying as obligations under debt instruments 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 Article 72b(2) CRR where point (d) of such Article does not apply. In any such event, no amounts shall be payable in respect
of the Notes until the claims of such unsubordinated creditors of the Issuer have been satisfied in full.


 


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.


 






    7 


     


    

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 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,


 






    8 


     


    

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
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 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


 






    9 


     


    

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


 


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


 


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



 






    10 


     


    







		(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



 


		(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



 


 






    11 


     


    

 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



 


		(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



 






    12 


     


    

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 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



 






    13 


     


    

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 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 specifically precluded by a Resolution
                                         Measure (whether or not such Resolution Measure is expressly referring to the relevant indemnities or is precluding the relevant indemnities generally), 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


  






    14 


     


    

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 Issuerand 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 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.


 






    15 


     


    

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 and except with respect to the
provisions in this Note and in the third and fourth paragraphs of Section 2.03 of the Indenture, in each case, relating to the
ranking of the Notes and their status under Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz),
which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, including, in relation
to such provisions, any determination of whether a Resolution Measure has been imposed on the Issuer.


 


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 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.


 




    16 


     


    

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.


 


________________________


  




    17 


     


    

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.



 


   






    18 


     


    

 





Schedule
II


 


 


Exhibit 4.6(b)


 


DEUTSCHE
BANK AG


 


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


 


[FORM
OF FACE OF DEBT SECURITY] 


 


FLOATING
RATE REGISTERED ELIGIBLE LIABILITIES SENIOR NOTE 


 


	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.


 



     


     


    ELIGIBLE
                         LIABILITIES SENIOR NOTES, SERIES D


 


Floating
Rate Registered Eligible Liabilities Senior Note


 


	Trade Date............................................................	[ ]
	Original Issue Date
    ..............................................	[ ]
	Maturity Date .......................................................	[ ]
	Principal Amount .................................................	[ ]
	Aggregate Principal
    Amount ...............................	[ ]
	Minimum Denominations
    ....................................	[ ]
	Interest Accrual Date
    ...........................................	[ ]
	Base Rate .............................................................	[ ]
	Index Maturity .....................................................	[ ]
	Spread (plus or minus)
    .........................................	[ ]
	Spread Multiplier .................................................	[ ]
	Initial Interest Rate...............................................	[ ]
	Initial Interest Reset
    Date.....................................	[ ]
	Interest Payment Date(s)......................................	[ ]
	Interest Payment Period
    .......................................	[ ]
	Interest Reset Date(s)
    ...........................................	[ ]
	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]
	Calculation Agent ................................................	[ ]
	Initial Redemption
    Date.......................................	[ ]
	Initial Redemption
    Percentage.............................	[ ]
	Index Currency.....................................................	[ ]


	Annual
    Redemption Percentage Reduction .........	[ ]



    2 


     


    	  Redemption
    Notice Period...................................	[ ]
	  Tax Redemption...................................................	[ ]
	  Payment
    of Additional Tax Amounts ..................	[ ]
	  If yes,
    state Initial Offering Date .........................	[ ]
	  Other
    Provisions...................................................	[ ]


Deutsche
Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under 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 from the Interest Accrual Date specified above at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset Date specified above, and thereafter at a rate per annum determined
in accordance with the provisions specified on the reverse hereof until the principal hereof is paid or duly made available for
payment.


 


The
Issuer will pay interest in arrears weekly, monthly, quarterly, semi-annually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing on the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (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; and provided, further, that if an Interest
Payment Date (other than the Maturity Date or a redemption date) would fall on a day that is not a Business Day, as defined on
the reverse hereof, such Interest Payment Date shall be the following day that is a Business Day, except that if the Base Rate
specified above is EONIA, LIBOR or EURIBOR and such next Business Day falls in the next calendar month, such Interest Payment
Date shall be the immediately preceding day that is a Business Day; and provided, further, that if the Maturity
Date or redemption date would fall on a day that is not a Business Day, such payment shall be made on the following day that is
a Business Day and no interest shall accrue for the period from and after such Maturity Date or redemption date; and provided,
further, that if an Interest Payment Date or the Maturity Date or redemption date would fall on a day that is not a Business
Day, payment of interest, premium, if any, or principal otherwise payable on such date 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 scheduled Interest Payment Date or
on the scheduled Maturity Date or redemption 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


 



    3 


     


    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.


 



    4 


     


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


 


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


	 	By:	 
	 	 	Name:
	 	 	Title:


  


 


	CERTIFICATE
        OF AUTHENTICATION

         

        This
        Note is one of the Securities referred  to in the within-mentioned Eligible Liabilities Senior Indenture.

         

        DEUTSCHE
        BANK TRUST COMPANY AMERICAS, as Authenticating Agent

         
	 
	By:  	 	 
	 	Authorized Officer	 


  


 



    5 


     


    [FORM
                         OF REVERSE OF SECURITY]


 


This
Note is one of a duly authorized issue of Eligible Liabilities Senior Notes, Series D of the Issuer (the “Notes”).
The Notes are issuable under an Eligible Liabilities Senior Indenture, dated as of April 19, 2017, among the Issuer, The Bank
of New York Mellon, 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 Eligible Liabilities Senior Indenture dated as of July 10, 2017, the Second
Supplemental Eligible Liabilities Senior Indenture dated as of July 21, 2018, and the Third Supplemental Eligible Liabilities
Senior Indenture dated as of November 17, 2020, 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 (except in the cases
referred to in Article 72c(3) 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”)) 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


 



    6 


     


    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.


 



    7 


     


    This
                         Note will bear interest at the rate determined in accordance with the applicable provisions below by
                         reference to the Base Rate shown on the face hereof based on the Index Maturity, if any, shown on the
                         face hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if
                         any, specified on the face hereof. Commencing with the Initial Interest Reset Date specified on the face
                         hereof, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date
                         specified on the face hereof (as used herein, the term “Interest Reset Date” shall
                         include the Initial Interest Reset Date). The determination of the rate of interest at which this Note
                         will be reset on any Interest Reset Date shall be made on the Interest Determination Date (as defined
                         below) pertaining to such Interest Reset Dates; provided, however, that the interest rate
                         in effect for the period from the Interest Accrual Date to the Initial Interest Reset Date will be the
                         Initial Interest Rate. If any Interest Reset Date would otherwise be a day that is not a Business Day,
                         such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except
                         that if the Base Rate specified on the face hereof is EONIA, EURIBOR or LIBOR and such Business Day is
                         in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business
                         Day.


 


As
used herein:


 


	 	(a)	“Business
    Day” means, unless otherwise provided on the face of this Note, any day other than a day that is (i) a Saturday
    or Sunday, (ii) 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) a day on which transactions in U.S. dollars are not conducted
    in The City of New York or London, England; and, in addition, for LIBOR Notes only, a London Banking Day;


	 	(b)	“Euro-zone”
    means the region comprising member states of the European Union that have adopted the single currency in accordance with the
    relevant treaty of the European Union, as amended;


	 	(c)	“Index
    Currency” means the currency specified on the face hereof as the currency for which LIBOR shall be calculated, or,
    if no such currency is specified on the face hereof, the Index Currency shall be U.S. dollars;


	 	(d)	“London
    Banking Day” means any day on which dealings in deposits in the Index Currency are transacted in the London interbank
    market;


	 	(e)	“Reuters
    page” means the display on Reuters 3000 Xtra, or any successor service, on the page or pages specified on the face
    hereof, or any replacement page or pages on that service;


	 	(f)	“TARGET2”
    means the Trans-European Automated Real-time Gross Settlement Express Transfer System; and


	 	(g)	“TARGET
    Settlement Day” means any day on which TARGET2 is operating.


The
Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to EONIA or
EURIBOR shall be the second TARGET


 



    8 


     


    Settlement
                         Day prior to such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset
                         Date for Notes bearing interest calculated by reference to LIBOR shall be the second London Banking Day
                         prior to such Interest Reset Date, except that the Interest Determination Date pertaining to an Interest
                         Reset Date for a LIBOR Note for which the Index Currency is British pounds sterling will be such Interest
                         Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest
                         calculated by reference to two or more Base Rates will be the latest Business Day that is at least two
                         Business Days before the Interest Reset Date for the applicable Note on which each Base Rate is determinable.


 


Unless
otherwise specified on the face hereof, the “Calculation Date” pertaining to an Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day immediately preceding the applicable Interest Payment Date or Maturity
Date (or, with respect to any principal amount to be redeemed, any redemption date), as the case may be.


 


Determination
of EONIA. If the Base Rate specified on the face hereof is “EONIA,” for any Interest Determination Date,
EONIA with respect to this Note shall be the effective overnight reference rate for euro, computed by the European Central Bank
as a weighted average of all overnight unsecured lending transactions in the interbank market, undertaken in the European Union
and European Free Trade Association (EFTA) countries, having an Index Maturity of one TARGET Settlement Day, commencing on the
applicable Interest Reset Date, as such rate appears on Reuters page EONIA (or any other page as may replace Reuters page EONIA)
(“Reuters Page EONIA”) as of 7:00 p.m., Central European Time, on such Interest Determination Date.


 


The
following procedures shall be followed if EONIA cannot be determined as described above:


 


	 	(a)	If the Calculation Agent determines
    that EONIA has been permanently discontinued, the Calculation Agent will, in its sole discretion, select an alternative reference
    rate as a substitute interest rate for the Notes; provided that if the Calculation Agent determines that there is an
    industry accepted successor interest rate for EONIA, the Calculation Agent shall use such successor interest rate as the substitute
    interest rate for the Notes. As part of any such substitution, the Calculation Agent may make adjustments to the terms of
    the Notes, including, but not limited to, the definition of the Base Rate (including the related fallback mechanism), the
    applicable Index Currency and/or Index Maturity for such alternative reference rate, the Spread or Spread Multiplier, as well
    as the business day convention, the definition of Business Day, Interest Determination Dates and related provisions and definitions,
    in each case consistent with accepted market practice for the use of such alternative reference rate for debt obligations
    such as the Notes.



 


    9 


     


    	 	(b)	If the Calculation Agent has not
    selected an alternative reference rate as a substitute interest rate for the Notes as provided above, the following will apply:



 

	 	(i)	If the above rate does not appear
    on Reuters Page EONIA or is not so published by 7:00 p.m., Central European Time, on the applicable Interest Determination
    Date, EONIA for such Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean
    of at least two quotations obtained by the Calculation Agent after requesting the principal Euro-zone offices of four major
    banks in the Euro-zone interbank market, which may include the Issuer, as selected by the Calculation Agent, to provide the
    Calculation Agent with its offered quotation for interbank term deposits in euro for a period of one TARGET Settlement Day,
    commencing on the applicable Interest Reset Date, to prime banks in the Euro-zone interbank market at approximately 7:00 p.m.,
    Central European Time, on the applicable Interest Determination Date and in a principal amount not less than the equivalent
    of U.S.$1,000,000 in euro that is representative for a single transaction in euro in such market at such time.



 

	 	(ii)	If fewer than two quotations are
    so provided, EONIA for such Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic
    mean of the rates quoted at approximately 7:00 p.m., Central European Time, on such Interest Determination Date by four major
    banks in the Euro-zone interbank market, as selected by the Calculation Agent, for loans in euro to leading European banks
    for a period of one TARGET Settlement Day, commencing on the applicable Interest Reset Date in a principal amount not less
    than the equivalent of U.S.$1,000,000 in euro that is representative for a single transaction in euro in such market at such
    time.



 

	 	(iii)	If the banks so selected by the Calculation
    Agent are not providing quotations as set forth above, then the Calculation Agent, after consulting such sources as it deems
    comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate
    EONIA, will determine EONIA for that Interest Determination Date in its sole discretion.



 

Determination
of EURIBOR. If the Base Rate specified on the face hereof is “EURIBOR,” for any Interest Determination
Date, EURIBOR with respect to this Note shall be the rate for interbank term deposits in euro, as sponsored, calculated and published
jointly by the European Banking Federation and ACI — The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing such rate, for the Index Maturity specified on the face hereof, commencing
on the applicable Interest Reset Date, as such rate appears on Reuters page EURIBOR01 (or any other page as may replace Reuters
page EURIBOR01)


 



    10 


     


    (“Reuters
                         Page EURIBOR01”) as of 11:00 a.m., Central European Time, on such Interest Determination Date.


 


The
following procedures shall be followed if EURIBOR cannot be determined as described above:


 


	 	(a)	If the Calculation Agent determines
    that EURIBOR with the Index Maturity specified on the face hereof has been permanently discontinued, the Calculation Agent
    will, in its sole discretion, select an alternative reference rate as a substitute interest rate for the Notes; provided
    that if the Calculation Agent determines that there is an industry accepted successor interest rate for the discontinued
    EURIBOR, the Calculation Agent shall use such successor interest rate as the substitute interest rate for the Notes. As part
    of any such substitution, the Calculation Agent may make adjustments to the terms of the Notes, including, but not limited
    to, the definition of the Base Rate (including the related fallback mechanism), the applicable Index Currency and/or Index
    Maturity for such alternative reference rate, the Spread or Spread Multiplier, as well as the business day convention, the
    definition of Business Day, Interest Determination Dates and related provisions and definitions, in each case consistent with
    accepted market practice for the use of such alternative reference rate for debt obligations such as the Notes.



 

	 	(b)	If the Calculation Agent has not
    selected an alternative reference rate as a substitute interest rate for the Notes as provided above, the following will apply:


 


	 	(i)	If the above rate does not appear
    on Reuters Page EURIBOR01 or is not so published by 11:00 a.m., Central European Time, on the applicable Interest Determination
    Date, EURIBOR for such Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic
    mean of at least two quotations obtained by the Calculation Agent after requesting the principal Euro-zone offices of four
    major banks in the Euro-zone interbank market, which may include the Issuer, as selected by the Calculation Agent, to provide
    the Calculation Agent with its offered quotation for interbank term deposits in euro for a period of time equivalent to the
    Index Maturity specified on the face hereof, commencing on the applicable Interest Reset Date, to prime banks in the Euro-zone
    interbank market at approximately 11:00 A.M., Central European Time, on the applicable Interest Determination Date and in
    a principal amount not less than the equivalent of U.S.$1,000,000 in euro that is representative for a single transaction
    in euro in such market at such time.



 

	 	(ii)	If fewer than two quotations are
    so provided, EURIBOR for such Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic
    mean of the rates quoted at approximately 11:00 a.m., Central European Time, on such Interest Determination Date by four major
    banks in the Euro-zone interbank market, as selected by the Calculation Agent, for loans in euro to leading European banks
    for a period of time equivalent to the Index Maturity specified on the face hereof commencing on the applicable Interest Reset
    Date in a principal amount not less than the equivalent of



 


    11 


     


    U.S.$1,000,000
                         in euro that is representative for a single transaction in euro in such market at such time.


 


	 	(iii)	If the banks so selected by the Calculation
    Agent are not providing quotations as set forth above, then the Calculation Agent, after consulting such sources as it deems
    comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate
    EURIBOR with the relevant Index Maturity, will determine EURIBOR for that Interest Determination Date in its sole discretion.


 


Determination
of LIBOR. If the Base Rate specified on the face hereof is “LIBOR,” LIBOR with respect to this Note shall
be based on the London Interbank Offered Rate. The Calculation Agent shall determine LIBOR for each Interest Determination Date
as follows:


 


As
of the Interest Determination Date, LIBOR shall be the arithmetic mean of the offered rates appearing on Reuters page LIBOR01
(or any other page as may replace Reuters page LIBOR01) (“Reuters Page LIBOR01”) as of 11:00 a.m., London time,
on such Interest Determination Date, for deposits in the Index Currency having the Index Maturity designated on the face hereof,
commencing on the applicable Interest Reset Date, if at least two offered rates appear on Reuters Page LIBOR01; provided
that, if Reuters Page LIBOR01 by its terms provides only for a single rate, that single rate shall be used.


 


The
following procedures shall be followed if LIBOR cannot be determined as described above:


 


	 	(a)	If the Calculation
    Agent determines that LIBOR with the Index Currency and Index Maturity specified on the face hereof has been permanently discontinued,
    the Calculation Agent will, in its sole discretion, select an alternative reference rate as a substitute interest rate for
    the Notes; provided that, if the Calculation Agent determines that there is an industry accepted successor interest
    rate for the discontinued LIBOR, the Calculation Agent shall use such successor interest rate as the substitute interest rate
    for the Notes. As part of any such substitution, the Calculation Agent may make adjustments to the terms of the Notes, including,
    but not limited to, the definition of the Base Rate (including the related fallback mechanism), the applicable Index Currency
    and/or Index Maturity for such alternative reference rate, the Spread or Spread Multiplier, as well as the business day convention,
    the definition of Business Day, Interest Determination Dates and related provisions and definitions, in each case consistent
    with accepted market practice for the use of such alternative reference rate for debt obligations such as the Notes. 



 

	 	(b)	If the Calculation
    Agent has not selected an alternative reference rate as a substitute interest rate for the Notes as provided above, the following
    will apply:



 

	 	(i)	If (I) fewer than
    two offered rates appear and Reuters Page LIBOR01 does not by its terms provide only for a single rate or (II) no rate appears
    and Reuters Page LIBOR01 by its terms provides only for a single rate, then the Calculation Agent shall request the principal
    London offices of each of four 



 


    12 


     


    major
                         reference banks (which may include the Issuer or its affiliates) in the London interbank market, as selected
                         by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in
                         the Index Currency for the period of the Index Maturity specified on the face hereof, commencing on the
                         applicable Interest Reset Date immediately following the Interest Determination Date, to prime banks
                         in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination
                         Date and in a principal amount that is representative for a single transaction in the Index Currency
                         in such market at such time. If at least two such quotations are so provided, LIBOR on such Interest
                         Determination Date shall be the arithmetic mean of such quotations.


 


	 	(ii)	If fewer than two
    such quotations are so provided by the major reference banks, LIBOR on such Interest Determination Date shall the arithmetic
    mean of the rates quoted at approximately 11:00 a.m., in the applicable principal financial center for the country of the
    Index Currency on that Interest Determination Date, by three major banks (which may include the Issuer or its affiliates)
    in such principal financial center selected by the Calculation Agent for loans in the Index Currency to leading European banks,
    having the Index Maturity specified on the face hereof and in a principal amount that is representative for a single transaction
    in the Index Currency in such market at such time. 



 

	 	(iii)	If the banks so
    selected by the Calculation Agent are not providing quotations as set forth above, then the Calculation Agent, after consulting
    such sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable
    from which to estimate LIBOR with the Index Currency and Index Maturity specified on the face hereof, will determine LIBOR
    for that Interest Determination Date in its sole discretion.



 

The
Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date.
The interest rate on this Note will in no event be less than 0% per annum or higher than the maximum rate permitted by New York
law, as such maximum rate may be modified by United States Federal law of general application.


 


At
the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect
and, if determined, the interest rate that will become effective as of the next Interest Reset Date.


 


Unless
otherwise indicated on the face hereof, interest payments on this Note shall be the amount of interest accrued from, and including,
the Interest Accrual Date or from, and including the last date to which interest has been paid or duly provided for to, but excluding,
the Interest Payment Dates or the Maturity Date (or any earlier redemption date), as the case may be. Accrued interest hereon
shall be an amount calculated by multiplying the Principal Amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day in the period for which interest is being paid.
The interest factor for each such date shall be computed by dividing the interest rate applicable to such day (i) by 360 if the


 



    13 


     


    Base
                         Rate is EONIA, EURIBOR or LIBOR (if the Index Currency is not British pounds sterling), (ii) by 365 if
                         the Base Rate is LIBOR and the Index Currency is British pounds sterling or (iii) as otherwise specified
                         on the face hereof. All percentages resulting from any calculation of the rate of interest on this Note
                         will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005%
                         being rounded up to 0.00001%) and all dollar amounts used in or resulting from such calculation on this
                         Note will be rounded to the nearest cent, with one-half cent rounded upward. The interest rate in effect
                         on any Interest Reset Date will be the applicable rate as reset on such date. The interest rate applicable
                         to any other day is the interest rate from the immediately preceding Interest Reset Date (or, if none,
                         the Initial Interest Rate).


 


The
Notes are intended to qualify as eligible liabilities instruments within the meaning of Articles 72a and 72b(2) CRR for the minimum
requirement for own funds and eligible liabilities as applicable to the Issuer.


 


The
obligations under the Notes constitute unsecured and unsubordinated non-preferred obligations of the Issuer under debt instruments
(Schuldtitel) within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) or any
successor provision. The obligations of the Issuer under the Notes shall rank pari passu among themselves and with all
other unsecured and unsubordinated non-preferred obligations under debt instruments 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.


 


In
accordance with Section 46f(5) of the German Banking Act (Kreditwesengesetz), 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, the obligations of the Issuer under the Notes shall
rank junior to the claims of unsubordinated creditors of the Issuer not qualifying as obligations under debt instruments 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 Article 72b(2) CRR where point (d) of such Article does not apply. In any such event, no amounts shall be payable in respect
of the Notes until the claims of such unsubordinated creditors of the Issuer have been satisfied in full.


 


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.


 



    14 


     


    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 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


 



    15 


     


    is
                         continuing, then, unless the principal of this Note shall have already become due and 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 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 to the date fixed for redemption or within the
Redemption Notice Period specified on the face


 



    16 


     


    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



 

	 	(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



 


    17 


     


    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



 


    18 


     


    	 	(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 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 



 


    19 


     


    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 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
    



 


    20 


     


    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 specifically precluded
    by a Resolution Measure (whether or not such Resolution Measure is expressly referring to the relevant indemnities or is precluding
    the relevant indemnities generally), 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 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.


 



    21 


     


    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 and except with respect to the
provisions in this Note and in the third and fourth paragraphs of Section 2.03 of the Indenture, in each case, relating to the
ranking of the Notes and their status under Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz),
which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, including, in relation
to such provisions, any determination of whether a Resolution Measure has been imposed on the Issuer.


 


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 



 


    22 


     


    a
                         resolution proceeding;


 


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



 

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



 

	 	(e)	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



 

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



 

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.


 



    23 


     


    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.


 


________________________ 


 



    24 


     


    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.



    25