Exhibit
4.2

       

      
        	
                REGISTERED

                PRICING
      SUPPLEMENT 348

                CERTIFICATE
      NO. 1

              	
                CUSIP
      NO. 25154H 57 4

              


      

    

     

     

    ELEMENTSSM

    Linked to
the Benjamin GrahamSM Large Cap Value Index –
Total Return

    due August
14, 2023

    


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

     

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

     

    
      	
              ISSUER:

            	 	
              Deutsche
      Bank AG, London Branch

            
	 	 	 
	
              PRINCIPAL
      AMOUNT:

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

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

            
	 	 	 
	 	 	
              Upon
      receipt of an Issuer Order instructing the Trustee to issue more
      Securities represented by this Security and delivery of such Securities
      through the DTC book-entry system, the Trustee shall make notations on
      Schedule I to evidence such issuance and the new aggregate Principal
      Amount of Securities represented by this Security, provided, however, that
      in no event may the Current Principal Amount represented by this Security
      exceed $250,000,000. 

            
	 	 	 
	 	 	
              The
      Issuer may also instruct the Trustee to cancel Securities held by the
      Issuer represented by this 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              Security.
       Upon delivery of the Securities to be cancelled through the DTC
      book-entry system, the Trustee shall make notations on Schedule I to
      evidence such cancellation and the new aggregate Principal Amount of
      Securities represented by this Security.  

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

            
	 	 	 
	
              MATURITY
      DATE:

            	 	
              August
      14, 2023

            
	 	 	 
	
              INTEREST
      RATE:

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

            
	 	 	 
	
              SPECIFIED
      CURRENCY:

            	 	
              U.S.
      Dollars.

            
	 	 	 
	
              INDEX:

            	 	
              Benjamin
      GrahamSM
      Large Cap Value Index – Total Return or any Successor Index (as defined
      herein) as it may be modified, replaced or adjusted from time to time as
      described under “Discontinuance or Modification of the Index”
      below.

            
	 	 	 
	
              INDEX
      COMPONENTS:

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

            
	 	 	 
	
              INDEX
      SPONSOR:

            	 	
              Nuveen
      HydePark Group, LLC.

            
	 	 	 
	
              REDEMPTION
      AMOUNT AT MATURITY:

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

            
	 	 	 
	
              INDEX
      FACTOR:

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


            


    

     

    
      
        
        

      

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

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

            
	 	 	 
	
              INITIAL
      INDEX LEVEL:

            	 	
              [         ]

            
	 	 	 
	
              VALUATION
      DATE:

            	 	
              Each
      Trading Day from August 14, 2008 to July 25, 2023 inclusive and August 8,
      2023 (which is referred to as the Final Valuation Date), unless the
      Calculation Agent determines that a Market Disruption Event occurs or is
      continuing on that day. A Valuation Date may be postponed due to a Market
      Disruption Event up to five scheduled Trading Days. If postponement of a
      Valuation Date due to a Market Disruption Event occurs, such postponement
      will continue until the next Trading Day on which there is no Market
      Disruption Event, up to five scheduled Trading Days. If a Market
      Disruption Event causes the postponement of a Valuation Date for more than
      five scheduled Trading Days, the level of the Index for the related
      Repurchase Date (as defined below) will be determined (or, if not
      determinable, estimated) by the Calculation Agent in a manner which it
      considers commercially reasonable under the circumstances on such
      Valuation Date, as postponed. If a Valuation Date is postponed, the
      corresponding Repurchase Date will also be postponed so that such
      Repurchase Date occurs on the third Business Day following the Valuation
      Date as postponed.

            


    

     

    
      
        
        

      

      
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              FINAL
      VALUATION DATE:

            	 	
              August
      8, 2023 or, if such day is not a Trading Day, the next succeeding Trading
      Day (the “Scheduled Final
      Valuation Date”), unless postponed as described below. If the
      Calculation Agent determines that a Market Disruption Event occurs or is
      continuing during the Calculation Period, then the Calculation Agent will
      postpone the Final Valuation Date until there are five Trading Days on
      which there is no Market Disruption Event occurring, but in no event will
      the Final Valuation Date be postponed by more than five scheduled Trading
      Days. If there are fewer than five Trading Days during the Calculation
      Period and the five scheduled Trading Days after the Calculation Period
      (the “Extended Valuation
      Period”), the Index Factor will equal the average of the closing
      levels of the Index on those Trading Days. If there is one Trading Day
      during the Calculation Period and Extended Valuation Period, the Index
      Factor will equal the closing level of the Index on that Trading Day. If
      there are no Trading Days during the Calculation Period and Extended
      Valuation Period, then the Index Factor will be calculated by reference to
      the closing level of the Index determined (or, if not determinable,
      estimated by the Calculation Agent in a manner which it considers
      commercially reasonable under the circumstances) on the final scheduled
      Trading Day in the Extended Valuation Period. If the Final Valuation Date
      is postponed due to a Market Disruption Event as described above, the
      Maturity Date will also be postponed by an equal number of Business Days
      up to five Business Days.

            
	 	 	 
	
              REPURCHASE
      OPTION:

            	 	
              Repurchase
      at Holder’s Option

               

              Any
      holder of Securities represented by this Security may elect to offer
      Securities for repurchase by the Issuer on any Business Day beginning on
      August 19, 2008 and ending on July 28, 2023 in an aggregate principal
      amount of $2,500,000 or more by following the procedures set forth
      below.

               

              Repurchase
      at Issuer’s Option

               

              If,
      at any time on or after August 8, 2011, the aggregate principal amount of
      the Securities 

            


    

     

    
      
        
        

      

      
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      	 	 	outstanding
      is equal to or less than $5,000,000 (500,000 Securities), the Issuer will
      have the right to repurchase the Securities in whole and not in part on
      the Repurchase Dates described herein by following the procedures set
      forth below. 
	 	 	 
	
              REPURCHASE
      MECHANICS:

            	 	
              Repurchase at Holder’s
      Option

               

              If a
      holder wishes to offer its Securities to Deutsche Bank for repurchase, the
      holder and its broker must follow the following
  procedures:

            


    

     

    
      	 	●	

              Cause
      the broker to deliver an irrevocable Offer to Repurchase, in the form set
      forth in Annex A to this Security (one portion of which must be completed
      by the holder as beneficial owner of the Securities and the other portion
      must be completed by the broker), to Deutsche Bank Securities Inc. (“DBSI”) by 4:00 p.m., New
      York City time, on the Business Day immediately preceding the Valuation
      Date three Business Days prior to the applicable Repurchase Date and DBSI
      must have acknowledged receipt from such broker in order for such Offer to
      Repurchase to be effective;

            
	 	 	 
	 	●	Cause
      the broker to book a delivery vs. payment trade with respect to the
      Securities offered for repurchase on such Valuation Date at a price equal
      to the Repurchase Value on such Valuation Date, facing DBSI;
  and
	 	 	 
	 	●	Cause
      the DTC custodian through which it holds such Securities to deliver the
      trade as booked for settlement via DTC at or prior to 10:00 a.m., New York
      City time, on the applicable Repurchase
Date.


    

     

    
      	 	 	

              Upon
      compliance with the foregoing procedures, the Issuer will purchase the
      Securities offered for repurchase on the Repurchase Date at a price equal
      to their applicable Repurchase Value. The last day on which the Holder can
      offer its Securities for repurchase is July 24, 2023.

               

              Repurchase
      at Issuer’s Option

            


    

     

    
      
        
        

      

      
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      	 	 	If
      the Issuer exercises its right to repurchase the Securities, the Issuer
      will deliver an irrevocable call notice to DTC. The Valuation Date
      applicable to such repurchase shall be the Business Day immediately
      succeeding the date the irrevocable call notice is delivered to DTC,
      subject to postponement due to a Market Disruption Event. The last day on
      which the Issuer can deliver a repurchase notice is July 24,
      2023. 
	 	 	 
	 	 	
              Upon
      such repurchase, a holder will receive a cash payment in an amount equal
      to the applicable Repurchase Value.

               

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

            
	 	 	 
	
              REPURCHASE
      DATE:

            	 	
              Each
      day that is the third Business Day following a Valuation Date, but in no
      event (i) earlier than August 19, 2008 or later than July 28, 2023 for
      Securities repurchased at the holder’s option, or (ii) earlier than August
      8, 2011 or later than July 28, 2023 for Securities repurchased at the
      Issuer’s option. If such Repurchase Date is not a Business Day, the
      Securities will be repurchased on the next succeeding Business Day,
      subject to postponement as provided under “Valuation Date” above in the
      event of a Market Disruption Event.

            
	 	 	 
	
              REPURCHASE
      VALUE:

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

            
	 	 	 
	
              MARKET
      DISRUPTION EVENTS:

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

            


    

     

    
      
        
        

      

      
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      	●	
              any
      suspension of, absence or material limitation on trading on the primary
      exchange on which the Index Components trade as determined by the
      Calculation Agent (without taking into account any extended or after-hours
      trading session), in 20% or more of the number of stocks that then
      comprise the Index or any Successor Index;

            
	 	 	 
	 
      	
              ●

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

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

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

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

            


    

     

    
      
        
        

      

      
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              hereby. 

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

            


    

     

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

            
	 	 	 
	 
      	
              ● 

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

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

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

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

            


    

     

    
      	
              DISCONTINUANCE
      OR 

              MODIFICATION

            	 	
              If
      the Index Sponsor discontinues compilation or publication of the Index and
      the Index Sponsor or any other person or entity calculates and publishes
      

            


    

     

    
      
        
        

      

      
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              OF
      THE INDEX:
 	 	an
      index that the Calculation Agent determines is comparable to the Index and
      approves as a “Successor Index,” then the Calculation Agent will determine
      the level of the Index on the applicable Valuation Date and the Redemption
      Amount at Maturity or the amount payable upon repurchase of Securities by
      the Issuer by reference to such Successor Index for the period following
      the discontinuation of the Index. 
	 	 	 
	 
      	 	
              If
      the Calculation Agent determines that the publication of the Index is
      discontinued and that there is no applicable Successor Index, or that the
      closing level of the Index is not available because of a Market Disruption
      Event or for any other reason, on the date on which the level of the Index
      is required to be determined, or if for any other reason the Index is not
      available to the Issuer or the Calculation Agent on the relevant date, the
      Calculation Agent will determine the amount payable by a computation
      methodology that the Calculation Agent determines will as closely as
      reasonably possible replicate the Index.

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

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


            


    

     

    
      
        
        

      

      
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      	 	 	Securities
      by the Issuer or otherwise relating to the level of the Index may be made
      in the Calculation Agent’s sole discretion. 
	 	 	 
	
              BUSINESS
      DAY:

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

            
	 	 	 
	
              TRADING
      DAY:

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

            
	 	 	 
	
              AUTHORIZED
      DENOMINATIONS:

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

            
	 	 	 
	
              CALCULATION
      AGENT:

            	 	
              Deutsche
      Bank AG, London Branch

            
	 	 	 
	
              INDEX
      CALCULATION AGENT:

            	 	
              Dow
      Jones Indexes

            
	 	 	 
	
              FORM:

            	 	
              Book-Entry.

            


    

    


    
      
        
        

      

      
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    Deutsche
Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized
under the laws of the Federal Republic of Germany acting through its London
Branch, (together with its successors and assigns, the “Issuer”), for value received,
hereby promises to pay to Cede & Co., or registered assignees, the
Redemption Amount at Maturity set forth above on the Maturity Date shown above
and, upon satisfaction of the conditions for the Repurchase Option, the
applicable Repurchase Value set forth above on the applicable Repurchase
Date.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    This
Security will not be subject to any sinking fund.

     

    In case
this Security shall at any time become mutilated, defaced or be destroyed, lost
or stolen, and this Security or evidence of the loss, theft or destruction
thereof (together with the indemnity hereinafter referred to and such other
documents or proof as may be required in the premises) shall be delivered to the
Trustee, the Issuer in its discretion may execute a new Security of like tenor
in exchange for this Security, but, in the case of any destroyed or lost or
stolen Security, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that this Security was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Security shall be
borne by the owner of the Security mutilated, defaced, destroyed, lost or
stolen.

     

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

     

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

     

    
      
        
        

      

      
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      amend the provisions for
conversion or exchange of the debt security for securities of the Issuer or
other entities or for other property or the cash value of the property (other
than as provided in the antidilution provisions or other similar adjustment
provisions of the debt securities or otherwise in accordance with the terms
thereof), or impair or affect the rights of any holder to institute suit for the
payment thereof or (b) reduce the aforesaid percentage in principal amount of
debt securities the consent of the holders of which is required for any such
supplemental indenture.

       

    

    So long as
this Security shall be outstanding, the Issuer will cause to be maintained an
office or agency for the payment of the principal of and premium, if any, on
this Security as herein provided in the Borough of Manhattan, the City of New
York, and an office or agency in said Borough of Manhattan for the registration,
transfer and exchange as aforesaid of the Securities.  So long as
there shall be such an agency, the Issuer shall keep the Trustee advised of the
names and locations of such agencies, if any are so designated.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	
              Dated:
      August 12, 2008

            	
              DEUTSCHE
      BANK AG, LONDON BRANCH

            
	 	 	 	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
      	 
	 
      	 
      	
              Title:

            	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
      	 
	 
      	 
      	
              Name:

            	 
      	 
	 
      	 
      	
              Title:

            	 
      	 


    

    


    
      	
              TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

               

              This
      is one of the Securities referred

                to in the
      within-mentioned

                Senior
      Indenture.

               

              LAW
      DEBENTURE TRUST COMPANY

                OF NEW YORK, as
      Trustee

            


    

     

    
      	
              By:

            	 
      	 
      
	 
      	
              Authorized
      Officer

            


    

    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


     

     

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

     

     

      
        

      

    

    [PLEASE
INSERT SOCIAL SECURITY OR OTHER

       IDENTIFYING
NUMBER OF ASSIGNEE]

     

    
      

    

     

      
        

      

    

     

      
        

      

    

    


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

     

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

     

     

    Dated: ___________________       Signature:______________________________

     

    
      	
            	
              NOTICE:

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

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
I

    


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

    


    
      	
              Date

            	
              Principal
      Amount 

              of
      Securities Issued

            	
              Principal
      Amount 

              of
      Securities Cancelled

            	
              Current
      Principal Amount

            	
              Initials
      of Trustee Officer

            
	
              August
      12, 2008

            	
              $[
      ]

            	
              —

            	
              $[
      ]

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    ANNEX
A

     

     

    FORM OF OFFER FOR
REPURCHASE

     

     

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

     

     

    Dated:

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

    Fax:
917-512-9226

     

    Re:
ELEMENTSSM—Linked
to the Benjamin GrahamSM Large Cap Value Index – Total Return due August 14, 2023 issued
by Deutsche Bank AG (the “ELEMENTS”)

     

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

     

    Name of
beneficial holder:

     

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

     

    Applicable
valuation date: _________, 20__

     

    Applicable
repurchase date: __________, 20__

     

    Contact
Name:

     

    Telephone
#:

     

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

     

    Name:

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

    Contact
Name:

    Telephone
Number:

     

    Acknowledgement:
In addition to any other requirements specified in the Pricing Supplement being
satisfied, I acknowledge that the ELEMENTS specified above will not be
repurchased unless (i) this offer, as completed and signed by the DTC
Participant through which my ELEMENTS are held (the “DTC Participant”), is
delivered to DBSI by 4:00 p.m. on the business day immediately preceding the
applicable valuation date, (ii) the DTC Participant has booked a “delivery vs.
payment” (“DVP”) trade on the applicable valuation date facing DBSI, and (iii)
the DTC Participant instructs DTC to deliver the DVP trade to DBSI as booked for
settlement via DTC at or prior to 10:00 a.m. on the applicable repurchase
date.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

     

     

    _____________________________

    [Beneficial
Holder]

     

    PART B OF
THIS NOTICE IS TO BE COMPLETED BY THE DTC PARTICIPANT IN WHOSE ACCOUNT THE
ELEMENTS ARE HELD AND DELIVERED TO DBSI BY 4:00 P.M. ON THE BUSINESS DAY
IMMEDIATELY PRECEDING THE APPLICABLE VALUATION DATE

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    BROKER’S
CONFIRMATION OF REPURCHASE

     

    [PART B: TO BE COMPLETED BY
BROKER]

     

    Dated:

    Deutsche
Bank Securities Inc., as Repurchase Agent

     

    Re:
ELEMENTSSM—Linked
to the Benjamin GrahamSM Large Cap Value Index – Total Return due August 14, 2023 issued
by Deutsche Bank AG (the “ELEMENTS”)

     

    Dear
Sirs:

     

            The
undersigned holder of ELEMENTSSM—Linked
to the Benjamin GrahamSM Large Cap Value Index – Total Return due August 14, 2023 issued
by Deutsche Bank AG, CUSIP No. 25154H 57 4 (the “ELEMENTS”) hereby irrevocably
offers to Deutsche Bank AG the right to repurchase, on the Repurchase Date
of _________, with respect to the number of the stated principal amount of
ELEMENTS indicated below as described in the pricing supplement relating to the
ELEMENTS (the “Pricing Supplement”). Terms not defined herein have the meanings
given to such terms in the Pricing Supplement.

     

            The
undersigned certifies to you that it will (i) book a delivery vs. payment trade
on the valuation date with respect to the stated principal amount of ELEMENTS
specified below at a price per ELEMENT equal to the repurchase value, facing
Deutsche Bank Securities Inc., DTC #0573 and (ii) deliver the trade as booked
for settlement via DTC at or prior to 10:00 a.m. New York City time on the
repurchase date.

     

    Very truly
yours,

    [NAME OF
DTC PARTICIPANT HOLDER]

     

     

      
        

      

    

     

    Contact
Name:

    Title:

    Telephone:

    Fax:

    E-mail:

     

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

     

    
      

    

     

    DTC # (and
any relevant sub-account):

     

    
      
        

      

    

    
19