exv4w10






EXHIBIT 4.10



THIS NOTE IS NOT REQUIRED TO BE, AND HAS NOT BEEN, REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED. THIS NOTE EVIDENCES OBLIGATIONS THAT ARE NOT INSURED BY THE U.S. FEDERAL DEPOSIT
INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENTAL AGENCY.




Deutsche Bank Aktiengesellschaft




U.S. $120,000,000



8.05% PERPETUAL SUBORDINATED NOTE



     Deutsche Bank Aktiengesellschaft (the “Bank”), for value received, hereby promises to pay to
Deutsche Bank Contingent Capital LLC V (the “Company”), or registered assigns, the aggregate
principal sum of ONE HUNDRED TWENTY MILLION U.S. DOLLARS (U.S. $120,000,000) (the “Principal
Amount”) upon presentation and surrender hereof upon the redemption hereof, and to pay interest on
the Principal Amount from and including the date of issue, at a rate and at such times as
determined in accordance with the provisions herein until the principal hereof is paid or duly made
available for payment. This Security is one of the 8.05% Perpetual Subordinated Notes in the
aggregate principal amount immediately following the issuance hereof of U.S. $1,385,000,025 (such
Notes, as outstanding from time to time, the “Outstanding Securities”).



     1. Payments; Interest



     (a) Interest will be payable on the Principal Amount quarterly in arrears on March 30, June
30, September 30 and December 30 of each year, commencing on June 30, 2010. Each such date is
referred to herein as an “Interest Payment Date.” Interest payments payable on each Interest
Payment Date will be calculated as provided below and will accrue from and including the
immediately preceding Interest Payment Date (or from and including March 30, 2010, with respect to
the first Interest Payment Date) to but excluding the relevant Interest Payment Date or date fixed
for redemption (each such period, an “Interest Period”).



     Interest will be payable on the Principal Amount at a fixed rate of 8.05% per annum,
calculated on the basis of a 360-day year of twelve 30-day months. The interest rate is referred
to herein as the “Stated Rate.”



     Each calculation of the amount of interest due hereunder shall be made as if this Security
represented 120,000 individual subordinated notes, each with a principal amount of U.S. $1,000.



     (b) Interest payable on any Interest Payment Date will be paid to the person in whose name
this Security is registered on the register (each such person the “Holder” of this Security)
maintained by the Bank for such purpose (the “Register”) at the close of business on the Business
Day immediately preceding such Interest Payment Date, or, in the case of interest payable on a date
fixed for redemption (the “Obligation Redemption Date”) that is not an Interest Payment Date, to
the person in whose name this Security is registered on the Register at the close of business on
the 15th day (whether or not a Business Day) prior to the Obligation Redemption Date
(each a “Regular Record Date”). Any interest not so punctually paid or duly provided for (“Unpaid
Interest Amounts”) shall forthwith cease to be payable to the person registered in the Register on
such Regular Record Date and may be paid to the person in whose name this Security is registered at
the close of



 









 




business on any Business Day set as a special record date (“Special Record Date”) by the Bank
for the payment of such Unpaid Interest Amounts. Unpaid Interest Amounts may be paid at any time
in any lawful manner. “Regular Record Date” and “Special Record Date” are each referred to herein
as the “Record Date”. As used herein, “Business Day” shall mean any day other than Saturday,
Sunday or a day on which banks in New York City are required or authorized by law to close.




     (c) If any Interest Payment Date or Obligation Redemption Date falls on a day that is not a
Business Day, payment of all amounts otherwise payable on such date will be made on the next
succeeding Business Day, without adjustment, interest or further payment as a result thereof.



     (d) Payments of interest and Additional Interest Amounts (as defined herein), if any, on this
Security, including interest payable on the Obligation Redemption Date, will be made in immediately
available funds in The City of New York, to the person in whose name this Security is registered on
the Register on the related Record Date by wire transfer to a bank account designated by such
person in a written notice received by the Bank prior to such Record Date.



     (e) The Principal Amount hereof will be paid in immediately available funds on the Obligation
Redemption Date upon presentation and surrender of this Security, to the person in whose name this
Security is registered on the Register on the related Record Date by wire transfer to a bank
account designated by such person in a written notice received by the Bank prior to such Record
Date.



     (f) Prior to due presentment of this Security for registration of transfer, the Bank (or any
agent of the Bank) may treat the person in whose name this Security is registered on the Register
as the owner hereof for the purpose of receiving payment of the principal of, and interest and any
Additional Interest Amounts on, this Security and for all other purposes whatsoever, whether or not
this Security shall be overdue. The Bank shall not be affected by notice to the contrary.



     (g) No provision of this Security shall alter or impair the obligation of the Bank, which is
direct, subordinated as provided herein, unconditional and unsecured, to pay the Principal Amount
of, and interest and any Additional Interest Amounts on, this Security in accordance with and
subject to the terms hereof at the times, place and rate, and in the coin or currency herein
prescribed.



     2. Currency



     Payments of the Principal Amount of, and interest and Additional Interest Amounts, if any, on
this Security shall be made in United States Dollars or in such other coin or currency of the
United States that at the time of payment is legal tender for the payment of public and private
debts in the United States. Until the date on which this Security shall have been delivered to the
Bank for cancellation, or shall have become due and payable in full and a sum sufficient to pay all
unpaid Principal Amount of and interest and any Additional Interest Amounts on this Security has
been duly made available for payment and either paid or returned to the Bank as provided herein,
the Bank shall at all times maintain an office or agency in the The City of New York, where this
Security may be presented or surrendered for payment.



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     3. Status



     This Security is a direct, unsecured subordinated debt obligation of the Bank.



     Except with respect to an amount corresponding to the Tier 1 Percentage of the Trust Preferred
Securities issued on or about March 30, 2010, if any, the claims for repayment of this Security
upon the bankruptcy, insolvency or liquidation of the Bank will rank (x) subordinate and junior in
right of payment to the prior payment in full of all senior and subordinated indebtedness and other
liabilities of the Bank (including profit participation rights (Genussscheine)); (y) senior to all
preference shares, Preferred Tier 1 Capital Securities and the common shares of the Bank and (z)
pari passu with any instrument or contractual obligation of the Bank ranking junior to any of the
instruments included in clause (x) above and senior to any of the instruments or contractual
obligations of the Bank included in clause (y) above.



     Claims for repayment of this Security in an amount corresponding to the Tier 1 Percentage of
the Trust Preferred Securities issued on or about March 30, 2010, if any, upon the bankruptcy,
insolvency or liquidation of the Bank will rank (x) subordinate and junior to all senior and
subordinated debt obligations of the Bank that do not expressly rank on parity with the obligations
of the Bank under the Guarantees, (y) on parity with the most senior ranking preference shares of
the Bank, if any, and with its obligations under any guarantee or support agreement or undertaking
relating to any preference shares or other instrument of any subsidiary of the Bank qualifying as
consolidated Tier 1 capital of the Bank that does not expressly rank junior to the obligation of
the Bank under the Guarantees and (z) senior to the Junior Securities.



     Pursuant to § 10, paragraph (5a) of the German Banking Act (Kreditwesengesetz), if the Bank
redeems or repays this Security prior to a date on which such redemption or repayment is permitted
under the terms thereof, notwithstanding any agreements to the contrary, any amounts so paid to a
Holder of this Security must be repaid to the Bank unless a statutory exemption (replacement of the
Principal Amount with at least equivalent own funds or prior approval of the German Federal
Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”))
applies.



     The Bank may not secure its obligations under this Security by any lien, security interest or
other encumbrance on any property of the Bank or any other person, and except as permitted by
applicable law, the Bank shall not, directly or indirectly, acquire for its own account, finance
for the account of any other person the acquisition of, or accept as security for any obligation
owed to it, any of this Security.



     The Holder agrees by its acceptance of this Security that it waives any and all rights it may
have to set off claims under this Security against claims the Bank may have against it.



     “Tier 1 Qualification Election” means the election of the Bank on one or more occasions prior
to June 30, 2013 to treat all or a portion of each and every Class B Preferred Security issued on
or about March 30, 2010 as consolidated Tier 1 regulatory capital and as a consequence to replace,
from and after the first day of the Payment Period during which such election occurs, specified
terms of all or such portion of each and every Class B Preferred Security issued on or about
March 30, 2010 and Trust Preferred Security issued on or about March 30, 2010 with terms specified
to be then applicable.



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     “Tier 1 Percentage” means the Specified Increment of each Class B Preferred Security issued on
or about March 30, 2010 with respect to which Tier 1 Qualification Elections have been made and the
Specified Increment of each Trust Preferred Security issued on or about March 30, 2010 that is
reclassified as a result of such Tier 1 Qualification Election, as applicable, in each case from
and after the first day of the Interest Period during which such Tier 1 Qualification Election
occurs.



     “Upper Tier 2 Percentage” means the portion of each Class B Preferred Security issued on or
about March 30, 2010 with respect to which no Tier 1 Qualification Election has been made and the
same portion of each Trust Preferred Security issued on or about March 30, 2010 that has not been
reclassified pursuant to any Tier 1 Qualification Election.



     “Specified Increment” means the percentage of the aggregate liquidation preference amount of
the Trust Preferred Securities issued on or about March 30, 2010 or the Class B Preferred
Securities issued on or about March 30, 2010, as applicable, to which a Tier 1 Qualification
Election relates, which percentage may only be (a) zero or (b) 10% or an integral multiple thereof.



     “Preferred Tier 1 Capital Securities” of any person means each class of the most senior
ranking preference shares of such person and any other instruments of such person (other than
common shares) qualifying as Tier 1 regulatory capital and, if such person is the Bank, Preferred
Tier 1 Subsidiary Securities.



     “Preferred Tier 1 Securities” means (i) each class of the most senior ranking preference
shares of the Bank, if any, and (ii) preference shares or any other instrument of any subsidiary of
the Bank subject to any guarantee or support agreement of the Bank which guarantee or support
undertaking ranks on parity with the obligations of the Bank under the Guarantees.



     “Preferred Tier 1 Subsidiary Securities” means the most senior ranking preference shares and
any other instruments of any person other than the Bank, which, in each case, qualify as Tier 1
regulatory capital and are subject to any agreement of the Bank that guarantees or otherwise
provides support of such preference shares or other instruments.



     “Junior Securities” means (i) ordinary shares of common stock of the Bank, (ii) each class of
preference shares of the Bank ranking junior to Preferred Tier 1 Securities of the Bank, if any,
and any other instrument of the Bank ranking on parity with such preference shares or junior
thereto and (iii) preference shares or any other instrument of any subsidiary of the Bank subject
to any guarantee or support agreement of the Bank which guarantee or support undertaking ranks
junior to the obligations of the Bank under the Guarantees.



     “Guarantees” means collectively (i) the agreement by the Bank with The Bank of New York Mellon
(formerly known as The Bank of New York) as class B preferred guarantee trustee for the benefit of
the holders of any of the Class B Preferred Securities to guarantee payment, on a subordinated
basis, of certain payments on the Class B Preferred Securities and (ii) the agreement by the Bank
with The Bank of New York Mellon (formerly known as The Bank of New York) as trust preferred
guarantee trustee for the benefit of the holders of any of the Trust Preferred Securities to
guarantee the payment, on a subordinated basis, of certain payments on the Trust Preferred
Securities.



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     4. Redemption



     (a) The Bank may redeem this Security, in whole but not in part, upon at least 30 days’ prior
notice, on any Interest Payment Date on or after June 30, 2018, provided the Bank has
obtained any required regulatory approvals.



     (b) This Security may be redeemed by the Bank in whole but not in part, upon at least 30 days’
prior notice, at any time if both (i) a Special Redemption Event has occurred and the Company has
decided to redeem its Class B Preferred Securities (the “Class B Preferred Securities”) in whole
and (ii) the Bank has either (x) replaced the Principal Amount by paying in other, at least
equivalent, own funds (haftendes Eigenkapital) within the meaning of the German Banking Act, or (y)
obtained prior approval of the BaFin or any successor authority for such early redemption.



     (c) This Security may be redeemed by the Bank at any time in whole or in part, if it is
replaced in whole or in such part, as applicable, with Substitute Obligations (as defined below),
subject to Section 5 below.



     (d) Any redemption of this Security will be at a redemption price equal to the Principal
Amount to be redeemed plus accrued and unpaid interest thereon to the Obligation Redemption Date,
and Additional Interest Amounts, if any.



     “Special Redemption Event” means (i) a Regulatory Event, (ii) a Tax Event or (iii) an
Investment Company Act Event.



     “Regulatory Event” means that the Bank is notified by a relevant regulatory authority that, as
a result of the occurrence of any amendment to, or change (including any change that has been
adopted but has not yet become effective) in, the applicable banking laws of Germany (or any rules,
regulations or interpretations thereunder, including rulings of the relevant banking authorities)
or the guidelines of the Committee on Banking Supervision at the Bank for International
Settlements, in each case effective after the date of the issuance of any of the Class B Preferred
Securities, the Bank is not, or will not be, allowed to treat (i) the Upper Tier 2 Percentage of
any of the Class B Preferred Securities, if any, as supplementary capital (Ergänzungskapital) or
Upper Tier 2 regulatory capital or (ii) the Tier 1 Percentage of any of the Class B Preferred
Securities, if any, as core capital (Kernkapital) or Tier 1 regulatory capital, in each case for
capital adequacy purposes on a consolidated basis.



     “Tax Event” means (A) the receipt by the Bank of an opinion of a nationally recognized law
firm or other tax adviser in the United States or Germany or, during any period in which any
Substitute Obligations are outstanding, in the jurisdiction of residence of any obligor on such
Substitute Obligations (or any jurisdiction from which payments are made) (each, a “Relevant
Jurisdiction”) experienced in such matters, to the effect that, as a result of (i) any amendment
to, or clarification of, or change (including any announced prospective change) in, the laws (or
any regulations promulgated thereunder) of a Relevant Jurisdiction or any political subdivision or
taxing authority thereof or therein affecting taxation, (ii) any judicial decision, official
administrative pronouncement, published or private ruling, regulatory procedure, notice or
announcement (including any notice or announcement of intent to adopt such procedures or
regulations) by any legislative body, court, governmental authority or regulatory body (an
“Administrative Action”), or (iii) any amendment to, clarification of, or change in the official
position or the interpretation of such Administrative Action or any interpretation or pronouncement
that provides for a position with respect to such Administrative Action that differs from the
theretofore generally



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accepted position, in each case, by any legislative body, court, governmental authority or
regulatory body, irrespective of the manner in which such amendment, clarification or change is
made known, which amendment, clarification or change is effective, or which Administrative Action,
pronouncement or decision is announced, after the date of issuance of any of the Class B Preferred
Securities, there is more than an insubstantial risk that (a) the Deutsche Bank Contingent Capital
Trust V (the “Trust”) or the Company is or will be subject to more than a de minimis amount of
taxes, duties or other governmental charges, (b) the Trust or the Company would be obligated to pay
additional amounts in respect of any of the Trust Preferred Securities or any of the Class B
Preferred Securities, as applicable, the Bank would be obligated to pay additional amounts under
the Trust Preferred Guarantee or the Class B Preferred Guarantee, as applicable, or an obligor on
the Obligations would be obligated to pay Additional Interest Amounts, or (c) the Bank would be
subject to tax on income of the Company under the rules of the German Foreign Tax Act
(Aussensteuergesetz) except in cases where the capital payments may not be declared by the Company,
or (B) a final determination has been made by the German tax authorities to the effect that the
Bank, as obligor on the Obligations, may not, in the determination of its taxable income for the
purposes of determining German corporate income tax in any year, deduct in full interest payments
on the Obligations (except to the extent such interest payments are determined to be connected with
income of a branch that is not subject to taxation in Germany). However, none of the foregoing
will constitute a Tax Event if it may be avoided by the Bank, the Trust or the Company taking
reasonable measures under the circumstances. “Obligations” means (i) the Outstanding Securities,
(ii) an obligation, if any, issued by the Bank in connection with a notice to the Company to issue
additional Class B Preferred Securities and having the same terms and conditions as the Outstanding
Securities in all respects except for the issue date, the date from which interest accrues, the
issue price and any other deviations required for compliance with applicable law and (iii) the
Substitute Obligations, if any.




     “Investment Company Act Event” means that the Bank has requested and received an opinion of a
nationally recognized U.S. law firm experienced in such matters to the effect that there is more
than an insubstantial risk that the Company or the Trust is or will be considered an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, as a result of any
judicial decision, pronouncement or interpretation (irrespective of the manner in which the same is
made known), the adoption or amendment of any law, rule or regulation, or any notice or
announcement (including any notice or announcement of intent to adopt such law, rule or regulation)
by any U.S. legislative body, court, governmental agency, or regulatory authority, in each case
after the date of issuance of any of the Class B Preferred Securities.



     5. Substitution



     At any time, the Bank will have the right to (i) substitute another obligor on this Security,
in whole or in part, which obligor will be either a branch of the Bank or a Subsidiary, or (ii)
replace this Security, in whole or in part, with one or more Substitute Obligations.



     “Substitute Obligations” means a subordinated obligation issued in substitution for this
Security by the Bank or a Subsidiary with the same aggregate principal amount and interest rate and
payment dates as those of this Security and a maturity that is perpetual or is not earlier than May
9, 2038 and terms otherwise substantially identical to those of this Security, provided, that
unless the Bank itself is the issuer of the Substitute Obligations, the Bank (which may act through
a branch) guarantees on a subordinated basis, at least equal to the ranking of this Security, the
obligations of the new substitute obligor;



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provided, in each case, that (a) the Bank has received the written opinion of a nationally
recognized law firm in the United States that reinvestment in such Substitute Obligation will not
adversely affect the “qualified dividend income” eligibility for purposes of Section 1(h)(11) of
the Internal Revenue Code of 1986, as amended (or any successor legislation), of capital payments
on any of the Trust Preferred Securities issued by the Trust (the “Trust Preferred Securities”), or
cause the holders thereof to recognize gain or loss for U.S. federal income tax purposes and (b)
such substitution or replacement does not result in a Special Redemption Event, and provided,
further in each case that the Bank has obtained any required regulatory approvals.




     “Subsidiary” means a subsidiary (i) that is consolidated with the Bank for German bank
regulatory purposes and (ii) of which the Bank owns or controls, directly or indirectly, more than
(x) fifty percent (50%) of the outstanding voting stock or other equity interest entitled
ordinarily to vote in the election of the directors or other governing body (however designated)
and (y) fifty percent (50%) of the outstanding capital stock or other equity interest.



     6. Taxation



     Payments of interest and principal in respect of this Security and any repayment upon
redemption thereof shall be payable free and clear of, and without deduction or withholding for, or
on account of, any present or future taxes, duties or other governmental charges of whatever nature
imposed, levied or collected by or on behalf of any Relevant Jurisdiction or by or on behalf of any
political subdivision or authority therein or thereof having the power to tax (all such taxes
herein called “Withholding Taxes”), unless such deduction or withholding is required by law. In
such event, the Bank shall pay as additional interest such amounts (“Additional Interest Amounts”)
as may be necessary in order that the net amount actually received by any Holder of this Security
after such deduction or withholding for or on account of Withholding Taxes, shall equal the amounts
such Holder would have received had no such Withholding Taxes been withheld or deducted from such
payment; provided, that the foregoing obligation of the Bank to pay such Additional
Interest Amounts shall not apply to any of the following:



     (i) any Withholding Tax which is payable otherwise than by deduction or withholding;



     (ii) any tax imposed on the net income of the Holder or beneficial owner hereof (or of any
Substitute Obligation) or that is payable by reason of the Holder or beneficial owner hereof (or of
any Substitute Obligation) having some connection with any Relevant Jurisdiction other than by
reason only of the mere holding or beneficial ownership of this Security (or of any Substitute
Obligation);



     (iii) any Withholding Taxes which are deducted or withheld pursuant to (i) European Council
Directive 2003/48/EC or any other European Union Directive or Regulation implementing the
conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income,
or (ii) any international treaty or understanding entered into for the purpose of facilitating
cooperation in the reporting and collection of savings income and to which (x) the United States,
and (y) the European Union or Germany are parties, or (iii) any provision of law implementing, or
complying with, or introduced to conform with, such Directive, Regulation, treaty or understanding;



     (iv) any Withholding Tax to the extent the same would not have been so imposed but for the
presentation of this Security (or of any Substitute Obligation) for



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payment on a date more than 15 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for, whichever occurs later; or




     (v) to the extent such deduction or withholding can be avoided or reduced if the holder or
beneficial owner of any of the Trust Preferred Securities 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; provided, however, that the exclusion set forth in this clause shall not apply if
the certification, documentation, information or other reporting requirement would be materially
more onerous (in form, procedure or the substance of information required to be disclosed) to the
holder or the beneficial owner of Trust Preferred Securities than comparable information or other
reporting requirements imposed under U.S. tax law, regulation and administrative practice (such as
IRS Forms W-8 and W-9).



     7. Assignment



     (a) An assignment of any claims arising from this Security shall be valid only if the Holder
gives notice of the assignment in writing, stating the name and address of the assignee (a “Notice
of Assignment”) and surrenders the Security to the Bank. The parties to the assignment may agree
that the assignment shall become effective at a later date, provided, however, that
such agreement be specified in the Notice of Assignment for it to be effective against the Bank.



     (b) Upon receipt of the Notice of Assignment and the Security, the Bank shall promptly deliver
a new Security to the assignee registered in the assignee’s name. The terms and conditions of the
new registered security (the “New Security”) shall be identical to the terms and conditions of this
Security, although the New Security may state the principal amount due to the assignee and identify
the assignee as the Holder thereof as indicated in the Notice of Assignment.



     (c) If the Holder assigns claims only to some, but not all, of the Principal Amount of this
Security, paragraph (b) of this Section 7 shall apply mutatis mutandis to the Holder’s remaining
claims after the assignment.



     8. Jurisdiction



     The Bank irrevocably consents and agrees, for the benefit of the Holders from time to time of
this Security or of any security issued upon the registration of assignment hereof, or in exchange
hereof or in lieu hereof, that any legal action, suit or proceeding against it with respect to its
obligations or liabilities arising out of or in connection with this Security may be brought in the
courts in the City of New York and, until all amounts due and to become due in respect of this
Security have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction
of each such court in personam, generally and unconditionally with respect to any such action, suit
or proceeding for itself and in respect of its properties, assets and revenues.



     9. Notices



     (a) All notices to the Bank under this Security shall be in writing and addressed to the Bank
at Theodor-Heuss-Allee 70, D-60486 Frankfurt am Main, telecopier no. (+49) 69 910-35092; Attention:
Group Treasury, and with a copy to Group Legal Services of the Bank, Theodor-Heuss-Allee 70,
D-60486 Frankfurt am Main; or to such other address as the Bank may notify the registered Holder of
this Security.



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     (b) Where this Security provides for notice to the Holder of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Holder at his last address as it appears in the Register.
Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this
Security provides for notice in any manner, such notice may be waived in writing by the person
entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.



     (c) In case, by reason of the suspension of or irregularities in regular mail service, it
shall be impractical to mail notice of any event to Holders of this Security when such notice is
required to be given pursuant to any provision of this Security, then any manner of giving such
notice as shall be reasonably satisfactory to the Bank shall be deemed to be sufficient giving of
such notice.



     10. Enforcement



     In the event the Bank shall fail to make any payment of interest and Additional Interest
Amounts, if any, any Holder of the Outstanding Securities may bring an action or proceeding to
enforce such payment, provided that the Bank is not in default in the payment of interest under any
indebtedness to which this Security is subordinated pursuant to Section 3 hereof. The Holders of
the Outstanding Securities shall have no right to accelerate payment of this Security in the case
of a failure of the Bank to make any payment of principal of, interest on, or other amounts owing
under, the Outstanding Securities or a failure to perform any other covenant of the Bank contained
in the Outstanding Securities.



     11. Amendments and Modifications



     (a) This Security, the rights and obligations of the Bank hereunder and the rights of the
Holder of this Security hereunder may be modified and amended, and any failure by the Bank to make
any payment of interest and Additional Interest Amounts hereunder may be waived, in each case with
the consent of the Holders of not less than a majority in aggregate Principal Amount of the
Outstanding Securities, provided that no such modification, amendment or waiver may, without the
consent of Holders of 100% in aggregate Principal Amount of the Outstanding Securities (i) waive a
failure to make any payment of interest or Additional Interest Amounts on, or change the stated
maturity of the interest or Additional Interest Amount on, any Outstanding Security, or reduce the
principal amount thereof or the rate of interest thereon, or change the obligation of the Bank to
pay Additional Interest Amounts, or change any place where, or the coin or currency in which, any
Outstanding Security or any interest or Additional Interest Amount thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or with respect to any
Outstanding Security; (ii) reduce the percentage of Outstanding Securities the consent of whose
Holders is required to modify or amend this Security or for the waiver of any past failure to make
payments of interest or Additional Interest Amounts; (iii) modify the obligations of the Bank
hereunder to maintain offices or agencies in Frankfurt am Main; (iv) modify the obligation of the
Bank to pay amounts under this Security; or (v) modify the above provisions, except to provide that
modification, amendment or waiver of other provisions of this Security shall not be effective as to
any Outstanding Security without the consent of the Holder of such Outstanding Security.



     (b) This Security may also be amended or modified by the Bank, without the consent of the
Holder of this Security (i) to add to the covenants of the Bank for the benefit of the Holder of
this Security, (ii) to surrender any right or power conferred upon the



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Bank, (iii) to cure any ambiguity, correct or supplement any provisions of this Security which
may be inconsistent with any other provision herein or to make any other provisions with respect to
matters or questions arising under this Security, provided that such action shall not adversely
affect the interests of the Holder of this Security in any material respect.




     (c) Notwithstanding the foregoing, no amendment or modification of this Security may be made
which (i) limits the subordination provisions of this Security pursuant to Section 3 or (ii)
shortens the period prior to which the Bank can redeem this Security pursuant to Section 4.



     (d) Any amendment, modification or waiver of or to this Security and the rights and
obligations of the Bank hereunder and the rights of the Holder of this Security hereunder in
accordance with the foregoing provisions will be conclusive and binding upon the Holder of this
Security, and of any securities issued upon the registration of assignment hereof or in exchange
herefor or in lieu hereof, whether or not the Holder shall have given its consent and whether or
not notation of such amendment, modification or waiver is made upon this Security.



     12. Conditions Precedent



     The Bank hereby certifies and declares that all acts, conditions and things required to be
done and performed and to have happened precedent to the creation and issuance of this Security,
and to constitute the same a legal, valid and binding obligation of the Bank enforceable in
accordance with its terms, have been done and performed and have happened in due and strict
compliance with all applicable law.



     13. Governing Law



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



     14. Headings



     Headings and sub-headings are for ease of reference only and shall not affect the construction
of the terms of this Security.



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     IN WITNESS WHEREOF, the Bank has caused this Security to be duly executed by two of its duly
authorized officers as of the date first above written.



	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AKTIENGESELLSCHAFT	 	 
	 
	 	 	 	 	 	 
	 

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