DEUTSCHE BANK AKTIENGESELLSCHAFT (Form: F-3ASR, Received: 09/29/2009 15:27:06)

As filed with the Securities and Exchange Commission on September 29, 2009

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DEUTSCHE BANK AKTIENGESELLSCHAFT

(Exact name of Registrant as specified in its charter)

DEUTSCHE BANK CORPORATION

(Translation of Registrant’s name into English)


Federal Republic of Germany (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. Employer Identification Number)

Theodor-Heuss-Allee 70

60486 Frankfurt am Main

Germany

+49-69-910-0

(Address and telephone number of Registrant’s principal executive offices)


DEUTSCHE BANK CAPITAL FUNDING LLC XII		DEUTSCHE BANK CAPITAL FUNDING TRUST XII
(Exact name of Registrant as specified in its charter)		(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)		Delaware (State or other jurisdiction of incorporation or organization)
26-3782858 (I.R.S. Employer Identification No.)		26-6659002 (I.R.S. Employer Identification No.)
60 Wall Street New York, New York 10005 212-250-2077 (Address and telephone number of Registrant’s principal executive offices)		60 Wall Street New York, New York 10005 212-250-2077 (Address and telephone number of Registrant’s principal executive offices)

Deutsche Bank Americas
c/o Office of the Secretary
60 Wall Street
New York, New York 10005
Attention: Peter Sturzinger
212-250-5591
(Name, address and telephone number of agent for service)

Copies to:

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
Attn: Legal Dept.


John W. Banes Davis Polk & Wardwell LLP	Ward A. Greenberg Cleary Gottlieb Steen & Hamilton LLP	James G. Leyden, Jr. Richards, Layton & Finger, P.A.
99 Gresham Street London EC2V 7NG England +44 20 7418 1300	Main Tower Neue Mainzer Strasse 52 D-60311 Frankfurt am Main Germany +49 69 97103-0	One Rodney Square 920 N. King Street Wilmington, Delaware 19801 302-651-7700

Approximate date of commencement of proposed sale to the public : From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), please check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a Registration Statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Proposed

Amount To

Maximum

Amount Of

Title Of Each Class Of

Aggregate Price

Aggregate

Registration

Securities To Be Registered

Registered ⁽¹⁾

per Unit ⁽¹⁾

Offering Price ⁽¹⁾

Fee ⁽¹⁾

Ordinary Shares with no par value of Deutsche Bank Aktiengesellschaft

–

Tradable Subscription Rights to subscribe for Ordinary Shares of Deutsche Bank Aktiengesellschaft

–

Senior Debt Securities of Deutsche Bank Aktiengesellschaft

–

Warrants of Deutsche Bank Aktiengesellschaft ⁽²⁾

Debt Warrants

Equity Warrants

Other Warrants

–

Purchase Contracts of Deutsche Bank Aktiengesellschaft ⁽³⁾

–

Units of Deutsche Bank Aktiengesellschaft ⁽⁴⁾

–

Trust Preferred Securities of Deutsche Bank Capital Funding Trust XII ⁽⁵⁾

–

Company Preferred Securities of Deutsche Bank Capital Funding LLC XII ⁽⁵⁾⁽⁶⁾

–

Subordinated Guarantees of Deutsche Bank Aktiengesellschaft in connection with Capital Securities ⁽⁶⁾

–


(1)	This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrants, which may include Deutsche Bank Securities Inc. An unspecified aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices in U.S. dollars or equivalent thereof in foreign denominated coin or currency or currency units. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion, or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrants are deferring payment of all of the registration fee.

(2)	Warrants may be issued together with any of the debt securities, ordinary shares, tradable subscription rights to subscribe for ordinary shares or purchase contracts registered hereby or any combination of such securities. Warrants may be offered to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, one or more of the following: (i) securities issued by a Registrant or an entity affiliated or not affiliated with the Registrants, a basket or baskets of those securities, an index or indices of those securities or any combination of the above, (ii) currencies, (iii) commodities, and (iv) any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.

(3)	Purchase contracts may be issued together with any of the debt securities or warrants registered hereby or any combination of such securities. Purchase contracts may be offered to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, one or more of the following: (i) securities issued by a Registrant or an entity affiliated or not affiliated with the Registrants, a basket or baskets of those securities, an index or indices of those securities or any combination of the above, (ii) currencies, (iii) commodities, and (iv) any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.

(4)	Units may consist of any combination of the securities being registered hereby and debt obligations or other securities of a Registrant or an entity affiliated or not affiliated with the Registrants.

(5)	Trust preferred securities and company preferred securities may be offered by additional trust and company issuers in the future. A post-effective amendment to this Form F-3 will be filed to add those issuers to this registration statement at the applicable time.

(6)	No separate consideration will be received for the company preferred securities of Deutsche Bank Capital Funding LLC XII or the subordinated guarantees of Deutsche Bank Aktiengesellschaft in connection with any issuance of trust preferred securities of Deutsche Bank Capital Funding Trust XII.

Deutsche Bank Aktiengesellschaft

Ordinary Shares
Tradable Subscription Rights to Subscribe for Ordinary Shares
Debt Securities
Warrants
Purchase Contracts
Units
Subordinated Guarantees

Deutsche Bank Capital Funding Trust XII
Trust Preferred Securities

Deutsche Bank Capital Funding LLC XII
Company Preferred Securities

We, Deutsche Bank Aktiengesellschaft, may, from time to time, offer any of the following securities:


•	ordinary shares of Deutsche Bank Aktiengesellschaft;

•	tradable subscription rights to subscribe for ordinary shares of Deutsche Bank Aktiengesellschaft;

•	debt securities which may consist of senior debt securities, including debt securities convertible into, exchangeable for, or linked to, other securities of Deutsche Bank Aktiengesellschaft, securities of any entity affiliated or unaffiliated with Deutsche Bank Aktiengesellschaft, commodities, a basket of such securities or commodities, an index or indices of such securities or commodities or any combination of the foregoing, currencies and any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance;

•	warrants or warrants in the form of subscription rights to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, other securities of Deutsche Bank Aktiengesellschaft, securities of any entity affiliated or unaffiliated with Deutsche Bank Aktiengesellschaft, commodities, a basket of such securities or commodities, an index or indices of such securities or commodities or any combination of the foregoing, currencies and any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance;

•	purchase contracts to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, other securities of Deutsche Bank Aktiengesellschaft, securities of any entity affiliated or unaffiliated with Deutsche Bank Aktiengesellschaft, commodities, a basket of such securities or commodities, an index or indices of such securities or commodities or any combination of the foregoing, currencies and any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance;

•	units; and

•	subordinated guarantees of capital securities.

Deutsche Bank Capital Funding Trust XII, and any other trust we may organize in the event of certain offerings of capital securities, each of which we refer to as the trust, may offer and sell trust preferred securities representing beneficial interests in the assets of the relevant trust, in one or more offerings.

Deutsche Bank Capital Funding LLC XII, and any other limited liability company we may organize in the event of certain offerings of capital securities, each of which we refer to as the company, may offer and sell company preferred securities, representing preferred ownership interests in the relevant company, in one or more offerings.

Each of the trust preferred securities and company preferred securities, which we sometimes collectively refer to as the capital securities, will be fully and unconditionally guaranteed on a subordinated basis by Deutsche Bank Aktiengesellschaft.

This prospectus describes the general terms of these securities and the general manner in which the securities will be offered. The specific terms of any securities offered will be included in a supplement to this prospectus. The prospectus supplement will also describe the specific manner in which the securities will be offered. We will not use this prospectus to issue any securities unless it is attached to a prospectus supplement.

The ordinary shares of Deutsche Bank Aktiengesellschaft are listed on all the German stock exchanges (Frankfurt, Berlin, Düsseldorf, Hamburg, Hannover, Munich and Stuttgart) as well as the New York Stock Exchange, where the ordinary shares trade under the symbol “DB.” Unless stated otherwise in a prospectus supplement, we will not list the other securities offered hereunder on any securities exchange.

These securities may be offered directly or to or through underwriters, agents or dealers, including Deutsche Bank Securities Inc. The names of any underwriters, agents or dealers will be included in the applicable prospectus supplement.

Investing in the securities involves risks. We may include specific risk factors in an applicable prospectus supplement under the heading “Risk Factors.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other U.S. or foreign governmental agency or instrumentality.

The date of this prospectus is September 29, 2009.

TABLE OF CONTENTS


	Page

SUMMARY OF REGISTERED SECURITIES		1
ABOUT THIS PROSPECTUS		4
WHERE YOU CAN FIND ADDITIONAL INFORMATION		5
USE OF NON-GAAP FINANCIAL MEASURES		6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		7
DEUTSCHE BANK AKTIENGESELLSCHAFT		8
THE TRUSTS		9
THE COMPANIES		10
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS		11
RATIO OF EARNINGS TO FIXED CHARGES		12
CAPITALIZATION & INDEBTEDNESS		13
USE OF PROCEEDS		14
DESCRIPTION OF ORDINARY SHARES		15
DESCRIPTION OF TRADABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES		21
DESCRIPTION OF DEBT SECURITIES OF DEUTSCHE BANK AKTIENGESELLSCHAFT		22
DESCRIPTION OF WARRANTS		29
DESCRIPTION OF PURCHASE CONTRACTS		31
DESCRIPTION OF UNITS		32
DESCRIPTION OF CAPITAL SECURITIES		33
FORMS OF SECURITIES		42
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)		46
EXPENSES OF THE ISSUE		48
LEGAL MATTERS		49
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		49
BENEFIT PLAN INVESTOR CONSIDERATIONS		49
Exhibit 4.1
Exhibit 4.2
Exhibit 4.3
Exhibit 4.4
Exhibit 4.5
Exhibit 4.6
Exhibit 4.7
Exhibit 4.11
Exhibit 5.1(a)
Exhibit 5.1(b)
Exhibit 5.2
Exhibit 5.3
Exhibit 23.4
Exhibit 25.1
Exhibit 25.2
Exhibit 25.3
Exhibit 25.4
Exhibit 25.5

SUMMARY OF REGISTERED SECURITIES

Deutsche Bank Aktiengesellschaft, which we also refer to as the “Bank” or “we,” may offer any of the following securities: ordinary shares, tradable subscription rights to subscribe for ordinary shares, debt securities, warrants, purchase contracts, units and subordinated guarantees. In the event of certain offerings of capital securities, a trust may offer trust preferred securities and a Delaware company may issue company preferred securities. The following summary describes these securities in general terms only. You should read the summary together with the more detailed information contained in the rest of this prospectus and the applicable prospectus supplement.


Ordinary Shares		We may offer ordinary shares.

Tradable Subscription Rights		We may issue tradable subscription rights that would entitle the holders to subscribe for ordinary shares. We will provide one or more prospectus supplements that describe the specific terms of any subscription rights offering, including, as applicable, the title of the subscription rights; the exercise price for the subscription rights; the number of subscription rights issued; the record date, if any, to determine who is entitled to the subscription rights and the ex-rights date; the date on which the exercise of the subscription rights will commence, and the date on which the rights will expire; and any other terms of the subscription rights, including terms, procedures and limitations relating to the exchange and exercise of the subscription rights.

Debt Securities		We may issue senior debt securities. We will provide one or more prospectus supplements that describe the specific designation; the aggregate principal amount; the purchase price; the maturity; the redemption terms; whether the securities are linked, convertible or exchangeable securities and, if so, the securities (which may be issued by us or an entity affiliated or not affiliated with us), indices, currencies, commodities, interest rates or other measures or instruments to which they are linked or into or for which they are convertible or exchangeable; the amount or manner of calculating the amount payable at maturity and whether that amount may be paid by delivering cash, securities or other property; the interest rate, manner of calculating the interest rate and the time of payment of interest, if any; the terms for any conversion or exchange, including the terms relating to the adjustment of any conversion or exchange mechanism; the listing, if any, on a securities exchange; and any other specific terms of the debt securities.

		The debt securities will be issued under a senior indenture among us, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, issuing agent and registrar. The indenture that governs our senior debt securities does not limit the amount of additional indebtedness that we or any of our subsidiaries may incur. We have summarized the general features of the senior indenture under the heading “Description of Debt Securities of Deutsche Bank Aktiengesellschaft.” We encourage you to read the senior indenture, which is an exhibit to our registration statement.

Warrants		We may offer warrants to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, one or more of the following:

		• securities issued by us or an entity affiliated or not affiliated with us, commodities, a basket or baskets of those securities or commodities, an index or indices of those securities or commodities, or any combination of the foregoing;

		• currencies; and

		• any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.


		In a prospectus supplement, we will inform you of the exercise price and describe other specific terms of the warrants, including whether we will satisfy our obligations, if any, or you will satisfy your obligations, if any, under the warrants by delivering or purchasing the underlying securities, commodities, currencies or instruments, or their cash value. Warrants will not be contractually subordinated in priority of payment to our senior obligations.

Purchase Contracts		We may offer purchase contracts to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, one or more of the following:

		• securities issued by us or an entity affiliated or not affiliated with us, commodities, a basket or baskets of those securities or commodities, an index or indices of those securities or commodities, or any combination of the foregoing;

		• currencies; and

		• any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.

		In a prospectus supplement, we will describe the specific terms of the purchase contracts, including whether we will satisfy our obligations, if any, or you will satisfy your obligations, if any, under the purchase contracts by delivering or purchasing the underlying securities, commodities, currencies or instruments, or their cash value. Purchase contracts will not be contractually subordinated in priority of payment to our senior obligations.

Units		We may offer as units any combination of ordinary shares, tradable subscription rights to subscribe for ordinary shares, warrants, purchase contracts, debt securities issued by us, and debt obligations or other securities of an entity affiliated or not affiliated with us. In a prospectus supplement, we will describe the particular combination of ordinary shares, tradable subscription rights to subscribe for ordinary shares, warrants, purchase contracts and debt securities issued by us, or debt obligations or other securities of an entity affiliated or not affiliated with us, constituting any units and any other specific terms of the units. Units will not be contractually subordinated in priority of payment to our senior obligations.

Trust Preferred Securities		The trusts may issue trust preferred securities. The trust preferred securities will not have a maturity date or be subject to mandatory redemption provisions. In a prospectus supplement, we will describe the specific terms of any trust preferred securities.

Company Preferred Securities		In connection with certain offerings of trust preferred securities, the Delaware companies may issue company preferred securities. The company preferred securities will not have a maturity date or be subject to mandatory redemption provisions. In a prospectus supplement, we will describe the specific terms of any company preferred securities.

Subordinated Guarantees		In connection with certain offerings of capital securities, we may issue subordinated guarantees. The guarantees are for the benefit of the holders of the capital securities of any series issued by the relevant trust or the relevant company, as applicable.

		In a prospectus supplement, we will describe the specific terms of any subordinated guarantee.

Form		We may issue ordinary shares, tradable subscription rights to subscribe for ordinary shares, debt securities, warrants, purchase contracts and units, and the trusts may issue trust preferred securities and the Delaware companies may issue company


		preferred securities, in each case in fully registered form or in bearer form and, in either case, in definitive form or global form.

Terms Specified in Prospectus Supplements		When we decide to sell particular securities, we will provide a prospectus supplement describing the securities offering and the specific terms of the securities. You should carefully read this prospectus and the applicable prospectus supplement.

		We will offer our ordinary shares, tradable subscription rights to subscribe for ordinary shares, debt securities, warrants, purchase contracts and units, and the trusts will offer their trust preferred securities to investors on terms determined by market and other conditions. Our securities may be sold for U.S. dollars or foreign currency. Principal of, and any premium or interest on, debt securities, cash amounts payable under warrants or purchase contracts and capital payments payable on capital securities may be payable in U.S. dollars or foreign currency, as we specifically designate in the related prospectus supplement.

		Any prospectus supplement we provide will include the name of and compensation to each dealer, underwriter or agent, if any, involved in the sale of the securities being offered and the managing underwriters for any securities sold to or through underwriters. Any underwriters, including managing underwriters, dealers or agents in the United States may include Deutsche Bank Securities Inc. or other affiliates of ours.

Branches		We may act directly through our principal office in Frankfurt or through one of our branch offices, such as our London branch, our New York branch, or such other branch as specified in the applicable prospectus supplement.


Conflicts of Interest		To the extent an initial offering of the securities will be distributed by an affiliate of the Bank, each such offering of securities will be conducted in compliance with the requirements of NASD Rule 2720 of the Financial Industry Regulatory Authority, or “FINRA”, regarding a FINRA member firm’s distribution of securities of an affiliate. See “Plan of Distribution (Conflicts of Interest).”

ABOUT THIS PROSPECTUS

References in this prospectus to the “Bank,” “we,” “our,” “us” or “Deutsche Bank AG” refer to Deutsche Bank Aktiengesellschaft (including, as the context may require, acting through one of its branches) and, unless the context requires otherwise, will include the trusts, the companies and our other consolidated subsidiaries. In the sections of this prospectus entitled “Description of Ordinary Shares,” “Description of Tradable Subscription Rights to Subscribe for Ordinary Shares,” “Description of Debt Securities of Deutsche Bank Aktiengesellschaft,” “Description of Warrants,” “Description of Purchase Contracts,” “Description of Units,” “Description of Capital Securities — Description of Subordinated Guarantees in Connection with Capital Securities” and “Description of Capital Securities — Description of Subordinated Debt Obligations in Connection with Certain Capital Securities,” references to “Bank,” “we,” “our,” “us” or “Deutsche Bank AG” refer to Deutsche Bank Aktiengesellschaft (including, as the context may require, acting through one of its branches), as issuer of the securities described in such sections.

References in this prospectus to “trust” refer to Deutsche Bank Capital Funding Trust XII and any other trust organized in the event of certain offerings of capital securities to issue trust preferred securities representing beneficial interests in the assets of the relevant trust. References in this prospectus to “company” or “Delaware company” refer to Deutsche Bank Capital Funding LLC XII and any other limited liability company organized in the event of certain offerings of capital securities to issue company preferred securities.

References to “you” mean those who invest in the securities being offered, whether they are the direct holders or owners of beneficial interests in those securities. References to “holders” mean those who own securities registered in their own names on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in securities issued in book-entry form through The Depository Trust Company or another depositary or in securities registered in street name. Owners of beneficial interests in the securities should read the section entitled “Forms of Securities.”

This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission (the “Commission” or “SEC” ) utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, sell any combination of the securities described in the prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. A prospectus supplement may add, modify or replace information contained in this prospectus. If a prospectus supplement is inconsistent with this prospectus, the terms of the prospectus supplement will control. Therefore the statements made in this prospectus may not be the terms that apply to the securities you purchase . You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find Additional Information” beginning on page 5 of this prospectus before purchasing any securities.

Following the initial distribution of an offering of securities, certain affiliates of ours may offer and sell those securities in the course of their businesses. Such affiliates may act as principal or agent in these transactions. This prospectus and the applicable prospectus supplement will also be used in connection with those transactions. Sales in any of those transactions will be made at varying prices related to prevailing market prices and other circumstances at the time of sale.

References to “EUR” and “€” are to the euro, the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the treaty establishing the European Community, as amended by the treaty on European Union. References to “$” are to United States currency, and the terms “United States” and “U.S.” mean the United States of America, its states, its territories, its possessions and all areas subject to its jurisdiction.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), and in accordance therewith, we file reports and other information with the SEC. You may read and copy these documents at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Copies of these materials can also be obtained from the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549 at prescribed rates. Please call the SEC at 1-800-732-0330 for further information about the Public Reference Room. The SEC also maintains an internet website that contains reports and other information regarding us that are filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System. This website can be accessed at http://www.sec.gov. You can find information that we have filed with the SEC by reference to file number 0001-159508. Reports and other information concerning the business of Deutsche Bank Aktiengesellschaft may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

This prospectus is part of a registration statement on Form F-3 we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information in and exhibits to the registration statement for further information on us and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to these filings. You should review the complete document to evaluate these statements.

The SEC allows us to “incorporate by reference” much of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is an important part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. Reports on Form 6-K we furnish to the SEC after the date of this prospectus (or portions thereof) are incorporated by reference in this prospectus only to the extent that the report expressly states that it (or such portions) is incorporated by reference in this prospectus. We incorporate by reference in this prospectus:


(1)	Annual Report on Form 20-F of Deutsche Bank Aktiengesellschaft for the year ended December 31, 2008, filed on March 24, 2009, which we also refer to as our “2008 Form 20-F.”

(2)	Reports on Form 6-K of Deutsche Bank Aktiengesellschaft dated April 28, 2009 and July 28, 2009 (each relating to our interim results), and dated August 24, 2009 and September 24, 2009.

Upon request, we will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus.

You may request, at no cost to you, a copy of these documents (other than exhibits thereto not specifically incorporated by reference) by writing or telephoning us at: Deutsche Bank AG, Theodor-Heuss-Allee 70, 60486 Frankfurt am Main, Germany, Attention: Investor Relations (Telephone: +49- 69-910-0). Certain of these documents can also be obtained on Deutsche Bank AG’s website http://www.deutsche-bank.com/ir under “Reporting and Events — Reports, SEC Filing.” Reference to this “uniform resource locator” or “URL” is made as an inactive textual reference for informational purposes only. Other information found at this website is not incorporated by reference in this document.

USE OF NON-GAAP FINANCIAL MEASURES

This document contains or incorporates by reference non-GAAP financial measures. Non-GAAP financial measures are measures of our historical or future performance, financial position or cash flows that contain adjustments that exclude or include amounts that are included or excluded, as the case may be, from the most directly comparable measure calculated and presented in accordance with International Financial Reporting Standards ( “IFRS” ) as issued by the International Accounting Standards Board ( “IASB” ) and as endorsed by the European Union ( “EU” ) in our financial statements.

For descriptions of these non-GAAP financial measures, please refer to “Other Information — Target Definitions” starting on page 70 of our Interim Report as of June 30, 2009 filed with the SEC on Form 6-K on July 28, 2009 and pages (v), (vi), S-17, S-18 and S-19 of our 2008 Form 20-F.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplements, including the information incorporated by reference, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act” ), and Section 21 E of the Exchange Act. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. We use words such as “believe,” “anticipate,” “expect,” “intend,” “seek,” “estimate,” “project,” “should,” “potential,” “reasonably possible,” “plan,” “aim” and similar expressions to identify forward-looking statements. In addition, we may from time to time make forward-looking statements in our periodic reports to the SEC on Forms 20-F and 6-K, annual and interim reports, invitation to annual shareholders’ meetings and other information sent to shareholders, offering circulars and prospectuses, press releases and other written materials. Our Management Board, Supervisory Board, officers and employees may also make oral forward-looking statements to third parties, including financial analysts.

Such forward-looking statements may include, without limitation, statements relating to the following:


•	the potential development, severity, duration and impact on us of the current financial crisis;

•	the implementation of our strategic initiatives and other responses to the financial crisis;

•	the development of aspects of our results of operations;

•	our expectations of the impact of risks that affect our business, including the risks of continuing losses on our trading processes and credit exposures; and

•	other statements relating to our future business development and economic performance.

By their very nature, forward-looking statements involve risks and uncertainties, both general and specific. We base these statements on our current plans, estimates, projections and expectations. You should therefore not place undue reliance on them. Our forward-looking statements speak only as of the date we make them, and we undertake no obligation to update any of them in light of new information or future events.

We caution you that a number of important factors could cause our actual results to differ materially from those we describe in any forward-looking statement. These factors include, among others, the following:


•	the potential development, severity and duration of the current financial crisis;

•	other changes in general economic and business conditions;

•	changes and volatility in currency exchange rates, interest rates and asset prices;

•	changes in governmental policy and regulation, and political and social conditions;

•	changes in our competitive environment;

•	the success of our acquisitions, divestitures, mergers and strategic alliances;

•	our success in implementing our strategic initiatives and other responses to the current financial crisis and realizing the benefits anticipated therefrom; and

•	other factors, including those we refer to in “Item 3: Key Information — Risk Factors” of our 2008 Form 20-F and elsewhere in the 2008 Form 20-F, this document, and others to which we do not refer.

DEUTSCHE BANK AKTIENGESELLSCHAFT

Deutsche Bank Aktiengesellschaft is a stock corporation organized under the laws of Germany registered in the commercial register of the District Court in Frankfurt am Main under registration number HRB 30 000. Our registered office is in Frankfurt am Main. We maintain our head office at Theodor-Heuss-Allee 70, 60486 Frankfurt am Main, Germany.

Originally founded in Berlin in 1870 as a joint stock company principally dedicated to financing foreign trade, Deutsche Bank in 1952 disincorporated and split into three separate institutions, Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Düsseldorf and Süddeutsche Bank Aktiengesellschaft, Munich (pursuant to a 1952 law limiting the scope of credit institutions). In 1957 these institutions reunified under the name Deutsche Bank Aktiengesellschaft.

We are the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, installment financing companies, research and consultancy companies and other German and non-German companies. We offer a wide variety of investment, financial and related products and services to private individuals, corporate entities and institutional clients around the world.

We are one of the largest banks in Germany and one of the largest financial institutions in Europe and the world measured by total assets. As of June 30, 2009, on an unaudited basis, we had total assets of €1,733 billion, total liabilities of €1,697 billion and total shareholders’ equity of €34.3 billion, in each case on the basis of IFRS.

As of June 30, 2009, our share capital amounted to €1,589 million consisting of 620,859,015 ordinary shares of no par value, of which 618,131,689 were outstanding. The shares are fully paid up and in registered form. The shares are listed for trading and official quotation on all the German Stock Exchanges and are listed on the New York Stock Exchange.

Please refer to our 2008 Form 20-F and the other documents incorporated by reference herein for additional information and financial statements relating to us.

THE TRUSTS

Deutsche Bank Capital Funding Trust XII is and, unless provided otherwise in the applicable prospectus supplement, any other trust organized in the event of certain offerings of capital securities will be, a Delaware statutory trust. The relevant Delaware companies are sponsors of the trusts. The trusts exist, in the event of certain offerings of capital securities, to issue trust preferred securities representing a beneficial interest in the assets of the relevant trust and entitled to the benefits of a subordinated guarantee of Deutsche Bank AG, which we refer to as the “trust preferred guarantee.” Company preferred securities, including rights under a subordinated guarantee of the company preferred securities issued by Deutsche Bank AG (which we refer to as the “company preferred guarantee” ) will be the only assets of the trusts. The trusts may pass the dividends or other payments they receive on company preferred securities through to holders as distributions on the trust preferred securities. The trusts cannot engage in other activities (other than those incidental to the foregoing activities). Deutsche Bank AG will pay all expenses and liabilities of the trusts.

Each trust will be treated as a grantor trust for U.S. federal income tax purposes. As a result, holders will be treated as beneficial owners of interests in company preferred securities and rights under a subordinated guarantee for U.S. federal income tax purposes.

The principal executive office of each trust is located at 60 Wall Street, New York, New York 10005. Their telephone number is 212-250-2077.

THE COMPANIES

Deutsche Bank Capital Funding LLC XII is, and unless the applicable prospectus supplement provides otherwise, any other company organized in the event of certain offerings of capital securities will be, a Delaware limited liability company. Unless provided otherwise in the applicable prospectus supplement, in the event of certain offerings of capital securities, the companies will issue a class of company preferred securities to the related trust and company common securities to Deutsche Bank AG or one of its branches or subsidiaries and may issue another class of company preferred securities (which we refer to as “intra-group company preferred securities” ) to Deutsche Bank AG or one of its branches or subsidiaries and may acquire and hold subordinated debt obligations issued by Deutsche Bank AG or one of its branches or subsidiaries or other eligible investments. The company preferred securities will afford holders of such securities rights under the company preferred guarantee. Each company will apply the cash generated by the subordinated debt obligations or other eligible investments, if any, to pay dividends to the applicable trust, as the initial holder of the company preferred securities or (if intra-group company preferred securities have been issued and to the extent dividends are not declared on the company preferred securities) to Deutsche Bank AG (or one of its branches or subsidiaries), as the holder of the intra-group company preferred securities.

The principal executive office of each company is located at 60 Wall Street, New York, New York 10005. Their telephone number is 212-250-2077.

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

Deutsche Bank AG is incorporated as a German stock corporation with limited liability ( Aktiengesellschaft ). Substantially all members of the Management Board ( Vorstand ) and of the Supervisory Board ( Aufsichtsrat ) of the Bank (as well as certain of the directors, managers and executive officers of the trusts and the companies) are resident outside the United States, and much of the assets of the Bank and of such persons are located outside the United States. As a result, it may not be possible for holders or beneficial owners of the securities offered in this prospectus to effect service of process upon the Bank or such persons, have any of them appear in a U.S. court or to enforce against any of them in U.S. courts judgments obtained in such courts predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof. We have been advised by Cleary Gottlieb Steen & Hamilton LLP that there is doubt as to enforceability in Germany, in original actions or in actions for enforcement of judgments of U.S. courts, of liability based solely on the federal securities laws of the United States.

RATIO OF EARNINGS TO FIXED CHARGES

The Statement re: Computation of Ratio of Earnings to Fixed Charges of Deutsche Bank AG for the periods ended June 30, 2009 and December 31, 2008, 2007 and 2006 included in Exhibit 99.3 on Deutsche Bank AG’s Current Report on Form 6-K filed with the SEC on July 28, 2009 and the Statement re: Computation of Ratio of Earnings to Fixed Charges of Deutsche Bank AG for the periods ended December 31, 2006, 2005 and 2004 included in Exhibit 7.1 on Deutsche Bank AG’s Annual Report on Form 20-F for the year ended December 31, 2006 filed with the SEC on March 27, 2007 are hereby incorporated by reference.

CAPITALIZATION & INDEBTEDNESS

THE FOLLOWING TABLE SETS FORTH OUR UNAUDITED CONSOLIDATED CAPITALIZATION

IN ACCORDANCE WITH IFRS


	June 30, 2009
	(in € millions)

Debt ⁽¹⁾ :
Long-term debt ⁽²⁾⁽³⁾		134,811
Trust preferred securities ⁽⁴⁾		9,841
Long-term debt at fair value through profit or loss		15,392

Total debt		160,044

Shareholders’ equity:
Ordinary shares (no par value)		1,589
Additional paid-in-capital		15,269
Retained earnings		21,751
Common shares in treasury, at cost		(261	)
Equity classified as obligation to purchase common shares		(8	)
Net gains (losses) not recognized in the income statement, net of tax:
Unrealized net gains (losses) on securities available for sale, net of applicable tax and other		(593	)
Unrealized net gains (losses) on derivatives hedging variability of cash flows, net of tax		(125	)
Foreign currency translation, net of tax		(3,295	)

Total shareholders’ equity		34,327

Minority interest		1,113

Total equity		35,440

Total capitalization ⁽⁵⁾		195,484


¹	No third party has guaranteed any of our debt.
²	€3,728 million (3%) of our long-term debt was secured as of June 30, 2009. There has been no material change in the amount of our secured long-term debt since June 30, 2009.
³	As of August 31, 2009, our long-term debt increased to €136,880 million.
⁴	On September 5, 2009 we issued trust preferred securities in an amount of €1,300 million.
⁵	Other than the issuance of trust preferred securities on September 5, 2009 and the updated amount for long-term debt, as set out above, there have been no material changes in our capitalization since June 30, 2009.

USE OF PROCEEDS

We will use the net proceeds from the sale of the securities we offer by this prospectus for general corporate purposes, in connection with hedging our obligations under the securities, or for any other purposes described in the applicable prospectus supplement. General corporate purposes may include additions to working capital, investments in or extensions of credit to our subsidiaries and the repayment of indebtedness.

The relevant trust will use the net proceeds from the sale of any trust preferred securities to purchase corresponding company preferred securities. The relevant company will use the net proceeds from the sale of the company preferred securities to the relevant trust or directly to investors to purchase subordinated debt obligations of Deutsche Bank AG or one of its branches or subsidiaries. The Bank intends to include the proceeds of any issuance of capital securities in its regulatory capital calculated on a consolidated basis, in accordance with and to the extent permitted by German banking law and regulations.

DESCRIPTION OF ORDINARY SHARES

For a summary of the material terms of our Articles of Association and applicable German corporate law in effect as of the date of this prospectus regarding our ordinary shares and the holders thereof, please refer to “Item 10: Additional Information — Memorandum and Articles of Association” in our 2008 Form 20-F. The summary describes our Articles of Association. Our Articles of Association were most recently approved at the annual shareholders’ meeting held on May 26, 2009 and have been registered at the Commercial Register in Frankfurt am Main. This summary may not contain all of the information that is important to you. You should read the Articles of Association, which are incorporated herein by reference, to understand them fully.

Share Capital and Shares

As of August 31, 2009, our share capital amounted to €1,589,399,078.40 million consisting of 620,859,015 no par value ordinary registered shares, each representing a notional par value of €2.56 in our share capital and carrying full dividend rights as from January 1, 2009. Thereof 1,321,508 ordinary shares, representing €3,383,060.48 of our share capital, were held by or on behalf of the Bank or one of its subsidiaries. All issued ordinary shares are fully paid up. Below is a reconciliation of the number of ordinary shares outstanding at the beginning of the year and as of August 31, 2009:


			Treasury
			shares
			(Shares held
			by or on
			behalf of the
	Total share		Bank or one
	capital issued		of its
Number of ordinary shares	and fully paid		subsidiaries)			Outstanding

Ordinary shares outstanding as of January 1, 2009		570,859,015		(8,192,060	)		562,666,955

Capital increase		50,000,000		—			50,000,000
Ordinary shares issued under share-based compensation plans		—		—			—
Ordinary shares purchased for treasury		—		(490,115,705	)		(490,115,705	)
Ordinary shares sold or distributed from treasury		—		496,986,257			496,986,257

Ordinary shares outstanding as of August 31, 2009		620,859,015		(1,321,508	)		619,537,507

According to our Articles of Association, all ordinary shares are issued in the form of registered shares. Shareholders are required to notify the Bank for registration in the share register and provide, in particular, where natural persons are concerned, their name, their address as well as their date of birth or, where legal persons are concerned, their registered name, their business address and their registered domicile, and in all cases the number of shares they hold. The entry in the Bank’s share register constitutes a prerequisite for attending and exercising voting rights at the shareholders’ meeting.

Stock Exchange Listing

Our shares have been admitted to the regulated market ( Regulierter Markt ) and the sub-segment of the regulated market with additional obligations arising from admission (Prime Standard) of the Frankfurt Stock Exchange ( Frankfurter Wertpapierbörse ) as well as to the regulated market of the six other German stock exchanges (Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart). In addition, our shares are listed on the New York Stock Exchange.

Transferability of Shares

The transferability of our ordinary shares is not restricted by law or our Articles of Association.

Development of the Share Capital since 2006

As of December 31, 2005, our share capital amounted to €1,419,610,291.20 and was divided into 554,535,270 ordinary registered shares with no par value. Since December 31, 2005, our share capital has developed as follows:


•	On February 15, 2006, we reduced our registered share capital by €102,400,000.00 to €1,317,210,291.20 through the cancellation of 40,000,000 shares.

•	As of December 31, 2006, our share capital amounted to €1,343,406,103.04 and was divided into 524,768,009 ordinary registered shares with no par value. These amounts reflect the issuance of 10,232,739 shares out of our conditional capital in the year 2006 to our and our affiliates’ employees or members of management, which was registered in the Commercial Register on April 27, 2007.

•	As of December 31, 2007, our share capital amounted to €1,357,824,256.00 and was divided into 530,400,100 ordinary registered shares with no par value. These amounts reflect the issuance of 5,632,091 shares out of our conditional capital in the year 2007 to our and our affiliates’ employees or members of management, which was registered in the Commercial Register on February 14, 2008.

•	On September 22, 2008, we issued 40,000,000 shares against cash payments using authorized capital created in 2004 and partially using authorized capital created in 2007 and our share capital was accordingly increased by €102,400,000.00. The capital increase was registered with the Commercial Register on September 23, 2008. Following this capital increase, our registered share capital amounted to €1,460,224,256.00.

•	As of December 31, 2008, our share capital amounted to €1,461,399,078.40 and was divided into 570,859,015 ordinary registered shares with no par value. These amounts reflect the issuance of 458,915 shares out of our conditional capital in the year 2008 to our and our affiliates’ employees or members of management, which was registered in the Commercial Register on February 11, 2009.

•	On February 23, 2009, we issued 50,000,000 shares (with full dividend rights for the year 2008 and without subscription rights) from our authorized capital created in 2006 against a contribution in kind of 50,000,000 ordinary shares of Deutsche Postbank AG and our share capital was accordingly increased by €128,000,000. The new shares were issued to Deutsche Post AG as consideration for the transfer of shares in Deutsche Postbank AG. The capital increase was registered in the Commercial Register on March 6, 2009. Following this capital increase, our registered share capital amounts to €1,589,399,078.40.

For further information about our share capital (including a reconciliation of the number of ordinary shares outstanding at the beginning and end of each of 2007 and 2008), see note 29 to the consolidated financial statements in our 2008 Form 20-F.

Authorized Capital.

Our share capital may be increased by issuing new shares out of authorized capital against cash payments, and in some circumstances against contributions in kind. Our authorized but unissued capital as of the date of this prospectus amounts to €485,480,000.00.

•

By resolution of our annual shareholders’ meeting dated May 24, 2007, the Management Board is authorized to increase our share capital on or before April 30, 2012, with the consent of the Supervisory Board, on one or more occasions, by up to a total of €30,600,000.00 through the issuance of new shares against cash payment. Shareholders are to be granted pre-emptive rights, but the Management Board is authorized to exclude fractional amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights in so far as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by us and our subsidiaries preemptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights in full with the consent of the Supervisory Board if the issue price of the new shares is not


	significantly lower than the quoted price of the shares already listed at the time of the final determination of the issue price.


•	By resolution of our annual shareholders’ meeting dated May 29, 2008, the Management Board is authorized to increase our share capital on or before April 30, 2013, with the consent of the Supervisory Board, on one or more occasions, by up to a total of €140,000,000.00 through the issuance of new shares against cash payment or contribution in kind. Shareholders are to be granted pre-emptive rights, but the Management Board is authorized to exclude fractional amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights in so far as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by us and our subsidiaries pre-emptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights with the consent of the Supervisory Board if the capital increase against contribution in kind is carried out in order to acquire companies or shareholdings in companies.

•	By resolution of our annual shareholders’ meeting dated May 26, 2009, the Management Board is authorized to increase our share capital on or before April 30, 2014, with the consent of the Supervisory Board, on one or more occasions, by up to a total of €314,880,000.00 through the issuance of new shares against cash payment. Shareholders are to be granted pre-emptive rights, but the Management Board is authorized to exclude fractional amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights in so far as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by us and our subsidiaries pre-emptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights.

The following resolutions were adopted by our annual shareholders’ meeting on May 26, 2009. However, these resolutions have been contested by certain shareholders and as of the date of this prospectus have not been registered with the Commercial Register and, as a result, are not in effect. We do not know whether or when these resolutions will come into effect.


•	The Management Board may increase our share capital on or before April 30, 2014, with the consent of the Supervisory Board, on one or more occasions, by up to a total of €128,000,000.00 through the issuance of new shares against cash payment. Shareholders are to be granted pre-emptive rights, but the Management Board is authorized to exclude fractional amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights in so far as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights that we and our subsidiaries issue preemptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights with the consent of the Supervisory Board if the issue price of the new shares is not significantly lower than the quoted price of the shares already listed at the time of the final determination of the issue price.

•	The Management Board may increase our share capital on or before April 30, 2014, with the consent of the Supervisory Board, on one or more occasions, by up to a total of €176,640,000.00 through the issuance of new shares against cash payment or contribution in kind. Shareholders are to be granted pre-emptive rights, but the Management Board is authorized to exclude fractional amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights in so far as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by us and our subsidiaries pre-emptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights with the consent of the Supervisory Board if the capital increase against contribution in kind is carried out in order to acquire companies or shareholdings in companies.

Moreover, pursuant to the so-called statutory authorized capital set forth in Article 2 Section 3 of the Financial Market Stabilization Act, the Management Board, subject to the consent of the Supervisory Board, is authorized by law through December 31, 2009 to increase our share capital by up to 50% of the

Bank’s share capital existing as of October 18, 2008 through the issuance of new shares to the German Financial Market Stabilization Fund against consideration. The pre-emptive rights of shareholders are excluded. The German Financial Market Stabilization Fund is a federal special fund ( Sondervermögen des Bundes ) which may, upon application, support financial institutions until December 31, 2009 by implementing stabilization measures.

Conditional Capital.

Our conditional but unissued capital as of the date of this prospectus amounts to €407,305,932.80, divided as follows:


•	By resolution of our annual shareholders’ meeting dated May 17, 1999, our share capital is conditionally increased by up to €1,305,932.80, through the issuance of up to 510,130 no par value shares. The conditional capital increase will only be carried out in so far as the holders of the option rights issued on the basis of the share option plan pursuant to the resolution of the annual shareholders’ meeting on May 17, 1999 or in accordance with the resolution of the annual shareholders’ meeting on May 17, 2001 make use of their option rights and we do not fulfill the option rights in either case by transferring own shares or by making a cash payment.

•	By resolution of our annual shareholders’ meeting dated May 29, 2008, our share capital is conditionally increased by up to € 150,000,000.00 through the issuance of up to 58,593,750 no par value shares. The conditional capital increase will only be carried out in so far as (a) the holders of conversion rights or warrants linked with participatory notes or convertible bonds or bonds with warrants to be issued on or before April 30, 2013 by us or a company in which we have a direct or indirect majority holding, make use of their conversion or option rights or in so far as (b) the holders with conversion obligations of convertible participatory notes or convertible bonds to be issued on or before April 30, 2013 by us or a company in which we have a direct or indirect majority holding, fulfill their obligation to convert.

•	By resolution of our annual shareholders’ meeting dated May 26, 2009, our share capital is conditionally increased by up to €256,000,000.00 through the issuance of up to 100,000,000 shares. Pursuant to this resolution, the conditional capital increase will only be carried out in so far as (a) the holders of conversion rights or warrants linked with participatory notes or convertible bonds or bonds with warrants to be issued on or before April 30, 2014 by us or a company in which we have a direct or indirect majority holding, make use of their conversion or option rights, or (b) the holders with conversion obligations of convertible participatory notes or convertible bonds to be issued on or before April 30, 2014 by us or a company in which we have a direct or indirect majority holding, fulfill their obligation to convert.

Authorization to Acquire Own Shares.

As of August 31, 2009, we held 1,321,508 of our own shares.

On May 26, 2009, our annual shareholders’ meeting resolved to authorize the Management Board, pursuant to Section 71(1) no. 7 and Section 71(1) no. 8 of the German Stock Corporation Act, to acquire own shares of the Bank.

Authorization pursuant to Section 71(1) no. 7 of the German Stock Corporation Act.

We are authorized pursuant to Section 71(1) no. 7 of the German Stock Corporation Act to buy and sell, for the purpose of securities trading, own shares on or before October 31, 2010, at prices which do not exceed or fall short of the average of the share prices (closing auction prices of our share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the respective three preceding stock exchange trading days by more than 10%. In this context, the shares acquired for this purpose may not, at the end of any day, exceed 5% of our share capital.

Authorization pursuant to Section 71(1) no. 8 of the German Stock Corporation Act.

We are authorized pursuant to Section 71(1) no. 8 of the German Stock Corporation Act to buy, on or before October 31, 2010, own shares of the Bank in a total volume of up to 10% of our share capital. Together with own shares we acquired for trading purposes and/or for other reasons and which are from time to time in our possession or attributable to us pursuant to Sections 71a et seq. of the German Stock Corporation Act, own shares purchased on the basis of this authorization may not at any time exceed 10% of our share capital. Own shares may be bought through a stock exchange or by means of a public tender offer to all shareholders. The price for the purchase of shares (excluding ancillary purchase costs) on a stock exchange may not exceed or fall short by more than 10% of the average of the share prices (closing auction prices of our share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading days before the obligation to purchase. In the case of a public tender offer, the purchase price may not exceed or fall short by more than 10% of the average of the share prices (closing auction prices of our share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading days before the day of publication of the offer. If the volume of shares offered in a public tender offer exceeds the planned buy-back volume, acceptance must be in proportion to the shares offered in each case. We may provide for a preferred acceptance of small quantities of up to 50 of our shares offered for purchase per shareholder.

The Management Board is also authorized to dispose of the purchased shares and of any shares purchased on the basis of previous authorizations pursuant to Section 71(1) no. 8 of the German Stock Corporation Act on the stock exchange, through an offer to all shareholders or against contribution in kind with the exclusion of the shareholders’ pre-emptive rights for the purpose of acquiring companies or shareholdings in companies. In addition, the Management Board is authorized, in case it disposes of acquired own shares through an offer to all shareholders, to grant to the holders of the option rights, convertible bonds and convertible participatory rights issued by us pre-emptive rights to the extent that they would be entitled to such rights if they exercised their option and/or conversion rights. Shareholders’ pre-emptive rights are excluded for these cases and to this extent. The Management Board is also authorized to issue such own shares to our and our affiliates’ employees and retired employees or to use them, to service option rights on and/or rights or obligations to purchase our shares granted to our and our affiliates’ employees, in each case with the exclusion of shareholders’ pre-emptive rights.

Furthermore, the Management Board is authorized to sell the shares to third parties against cash payment under exclusion of the shareholders’ pre-emptive rights if the purchase price is not substantially lower than the stock exchange price of the shares at the time of sale. This authorization may only be used to the extent that the number of shares sold on the basis of this authorization together with shares issued from authorized capital with the exclusion of shareholders’ pre-emptive rights pursuant to Section 186(3) sentence 4 of the German Stock Corporation Act does not exceed 10% of our share capital at the time of the issuance and/or sale of shares.

The Management Board may cancel shares acquired on the basis of this authorization without any further resolution of the annual shareholders’ meeting.

Dividends and Paying Agents

For more information on our dividend policy and legal basis for dividends under German law, see our 2008 Form 20-F “Item 8: Financial Information — Dividend Policy.”

Shareholders registered with our New York transfer agent will be entitled to elect whether to receive dividend payments in euros or U.S. dollars. For those shareholders, unless instructed otherwise, we will convert all cash dividends and other cash distributions with respect to ordinary shares into U.S. dollars prior to payment to the shareholder. The amount distributed will be reduced by any amounts we or our New York transfer agent are required to withhold for taxes or other governmental charges. If our New York transfer agent determines, following consultation with us, that in its judgment any foreign currency it

receives is not convertible or distributable, our New York transfer agent may distribute the foreign currency (or a document evidencing the right to receive such currency) or, in its discretion, hold the foreign currency for the account of the shareholder to receive the same.

If any of our distributions consists of a dividend of our shares, Registrar Services GmbH and our New York transfer agent (with respect to shares individually certificated) or the custodian bank with which shareholders have deposited their shares (with respect to shares in global form) will distribute the shares to the shareholders in proportion to their existing shareholdings. Rather than distribute fractional shares, Registrar Services GmbH, our New York transfer agent or the custodian bank will sell all such fractional shares and distribute the net proceeds to shareholders.

Registrar Services GmbH and our New York transfer agent (with respect to shares individually certificated) or the custodian bank with which shareholders have deposited their shares (with respect to shares in global form) will also distribute all distributions (other than cash, our shares or rights) to shareholders in proportion to their shareholdings. In the event that Registrar Services GmbH, our New York transfer agent or the custodian bank determine that the distribution cannot be made proportionately among shareholders or that it is impossible to make the distribution, they may adopt any method that they consider fair and practicable to effect the distribution. Such methods may include the public or private sale of all or a portion of the securities or property and the distribution of the proceeds. Registrar Services GmbH, our New York transfer agent or the custodian bank must consult with us before adopting any alternative method of distribution.

Depending on whether shares are individually certificated or in global form, we, Registrar Services GmbH, our New York transfer agent or the custodian bank with which shareholders have deposited their shares will determine whether or not any distribution (including cash, shares, rights or property) is subject to tax or governmental charges. In the case of a cash distribution, we may use all or part of the cash to pay any such tax or governmental charge. In the case of other distributions, we, Registrar Services GmbH, our New York transfer agent or the custodian bank may dispose of all or part of the property to be distributed by public or private sale, in order to pay the tax or governmental charge. In all cases, shareholders will receive any net proceeds of any sale or the balance of the cash or property after the deduction for taxes or governmental charges in proportion to their shareholdings.

Employee Stock Options

For a description of options granted to employees under employees’ share plans, please see notes 29 and 31 to the consolidated financial statements in our 2008 Form 20-F.

DESCRIPTION OF TRADABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE
FOR ORDINARY SHARES

We may offer tradable statutory subscription rights to subscribe for ordinary shares of Deutsche Bank Aktiengesellschaft. The applicable prospectus supplement will describe the specific terms of any such subscription rights offering, including, as applicable:


•	the title of the subscription rights;

•	the exercise price for the subscription rights;

•	the aggregate number of subscription rights issued;

•	a discussion of the material U.S. federal, German or other income tax considerations, as well as considerations under the U.S. Employee Retirement Income Security Act of 1974, or “ERISA,” applicable to the issuance of ordinary shares together with statutory subscription rights or exercise of the subscription rights;

•	any other terms of the subscription rights, including terms, procedures and limitations relating to the exercise of the subscription rights;

•	the terms of the ordinary shares corresponding to the subscription rights;

•	information regarding the trading of subscription rights;

•	the record date, if any, to determine who is entitled to the subscription rights and the ex-rights date;

•	the date on which the rights to exercise the subscription rights will commence, and the date on which the rights will expire;

•	the extent to which the offering includes a contractual over-subscription privilege with respect to unsubscribed securities; and

•	the material terms of any standby underwriting arrangement we enter into in connection with the offering.

Each subscription right will entitle its holder to subscribe for a number of our ordinary shares at an exercise price described in the prospectus supplement. Subscription rights may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void. Upon receipt of payment and, if applicable, the subscription form properly completed and executed at the subscription rights agent’s office or another office indicated in the prospectus supplement, we will, as soon as practicable, forward our ordinary shares that can be subscribed for with this exercise. The prospectus supplement may offer more details on how to exercise the subscription rights. If we determine to make appropriate arrangements for rights trading, persons other than our shareholders can acquire rights as described in the prospectus supplement. In the event subscription rights are offered only to our shareholders and their rights remain unexercised, we may determine to offer the unsubscribed offered securities to persons other than our shareholders. In addition, we may enter into a standby underwriting arrangement with one or more underwriters under which the underwriter or underwriters, as the case may be, will purchase any offered securities remaining unsubscribed for after the offering, as described in the prospectus supplement.

DESCRIPTION OF DEBT SECURITIES OF DEUTSCHE BANK AKTIENGESELLSCHAFT

This section describes the general terms that will apply to any debt securities that may be offered pursuant to this prospectus by Deutsche Bank AG, directly or through one of its branches. The specific terms of the offered debt securities, and the extent to which the general terms described in this section apply to debt securities, will be described in one or more related prospectus supplements at the time of the offer.

General

As used in this prospectus, “debt securities” means the senior debentures, notes, bonds and other evidences of indebtedness that Deutsche Bank AG issues, directly or through one of its branches, and in each case, the trustee authenticates and delivers under the senior indenture.

The senior debt securities (and, in the case of debt securities in bearer form, any coupons to these securities) will be our direct, unconditional, unsecured and unsubordinated obligations and will rank on parity with the claims of all our other unsecured creditors other than those claims which are expressly preferred by law of the jurisdiction of our incorporation or, in the case of senior debt securities issued by Deutsche Bank AG through a branch, the law of the jurisdiction where the branch is established.

The Senior Indenture

Deutsche Bank AG may issue senior debt securities, directly or through one of its branches. The senior debt securities offered pursuant to this prospectus will be issued, in one or more series under, and will be governed by, the senior indenture among Deutsche Bank AG, as issuer, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, issuing agent and registrar. The senior indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the “Trust Indenture Act.”

We refer to Law Debenture Trust Company of New York, including any successor trustee, as the “trustee.” We refer to the senior indenture, as it may be supplemented from time to time, as the “senior indenture.”

We have summarized below the material provisions of the senior indenture and the senior debt securities, or indicated which material provisions will be described in the related prospectus supplement. These descriptions are only summaries and are qualified in their entirety by the senior indenture. The terms of the senior indenture will include both those stated in that indenture and those made part of that indenture by the Trust Indenture Act. The senior indenture will be included as an exhibit to the registration statement of which this prospectus forms a part, and you should read the indenture for provisions that may be important to you.

We May Issue Different Series of Debt Securities

The senior indenture does not limit the amount of debt that may be issued. We may issue debt securities from time to time in one or more distinct series, at a price of 100% of their principal amount or at a premium or a discount. This section summarizes terms of the debt securities that apply generally to all series. The provisions of the senior indenture allow us not only to issue debt securities with terms different from those of debt securities previously issued under that indenture, but also to “reopen” a previously issued series of debt securities and issue additional debt securities of that series. The debt securities will not be secured by any property or assets of Deutsche Bank AG. We will describe many of the specific terms of the applicable series in the applicable prospectus supplement.

Payments on the Debt Securities

Denomination and currency. The debt securities may be denominated and payable in U.S. dollars or other currencies.

Fixed rate and floating rate debt securities. Debt securities may bear interest at a fixed rate or a floating rate, which, in either case, may be zero, or at a rate that varies during the lifetime of the debt security. Debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate may be sold at a discount below their stated principal amount.

Linked or exchangeable debt securities. We may issue debt securities from time to time with the principal amount and/or interest payable on any relevant payment date to be determined by reference to one or more currencies, commodities or securities of ours or entities that are or are not affiliated with us, a basket or baskets of those currencies, commodities or securities, or an index or indices of those currencies, commodities or securities, or interest rates, or intangibles, articles, or goods, or any other financial or economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance. Holders of these types of debt securities will receive payments of principal and/or interest (if any) that are determined by reference to the applicable underlying instrument or measurement. Such debt securities may provide either for cash settlement or for physical settlement by delivery of the applicable underlying property or other property of the type listed above. Such debt securities may also provide that the form of settlement may be determined at our option or at your option.

We may issue debt securities that are exchangeable, either mandatorily or at our or the holder’s option, into securities of ours or entities that are or are not affiliated with us, a basket or baskets of those securities, other property, or any combination of, or the cash value of, such securities or other property.

Terms Specified in Prospectus Supplement

The prospectus supplement will contain, where applicable, the following terms of and other information relating to any offered debt securities:


•	whether the debt securities will be issued by Deutsche Bank AG, directly or through one of its branches;

•	the specific designation;

•	the aggregate principal amount, purchase price and denomination;

•	the currency in which the debt securities are denominated and/or in which principal, and premium, if any, and/or interest, if any, is payable;

•	the date of maturity (and any provisions relating to extending or shortening the maturity date);

•	the interest rate or rates or the method by which the calculation agent (identified in the prospectus supplement) will determine the interest rate or rates, if any;

•	the date from which interest accrues and the interest payment dates, if any;

•	the place or places for payment of the principal of and any premium, if any, and/or interest, if any, on the debt securities;

•	any repayment, redemption, prepayment or sinking fund provisions, including any redemption notice provisions;

•	if other than the principal amount thereof, the portion of the principal amount of the debt securities payable upon declaration of acceleration of maturity thereof;

•	whether we will issue the debt securities in registered form or bearer form or both and, if we are offering debt securities in bearer form, any restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of those debt securities in bearer form;

•	whether we will issue the debt securities in global (i.e., book-entry) or definitive (i.e., certificated) form and under what terms and conditions;


•	the terms on which holders of the debt securities may exchange them into or for one or more securities of ours or entities that are or are not affiliated with us, a basket or baskets of those securities, other property, or any combination of, or the cash value of, any of the foregoing; the terms on which exchange may occur, including whether exchange is mandatory, at the option of the holder or at our option; the period during which exchange may occur; the initial exchange price or rate; and the circumstances or manner in which the amount of securities or other property, or any combination thereof, deliverable upon exchange, or the cash value thereof, may be adjusted;

•	information as to the methods for determining the amount of principal, premium, if any, and/or interest payable on any date and/or currencies, commodities or securities of ours or entities that are or are not affiliated with us, the basket or baskets of those currencies, commodities or securities, or the index or indices of those currencies, commodities or securities, or interest rates, or intangibles, articles, or goods, or any other financial or economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, to which the amount payable on that date is linked;

•	the identity of any agents for the debt securities, including the trustee, depositaries, authenticating or paying agents, transfer agents, registrars, determination or other agents;

•	the proposed listing, if any, of the debt securities on any securities exchange;

•	whether the debt securities are to be sold separately or with other securities as part of units; and

•	any other specific terms of the debt securities and any terms required by or advisable under applicable laws or regulations.

The prospectus supplement relating to any series of debt securities may also include, if applicable, a discussion of certain U.S. federal income tax considerations, German income tax consequences and income tax consequences of the jurisdiction of any relevant issuing branch and considerations under ERISA.

Registration and Transfer of Debt Securities

Holders may present debt securities for exchange and transfer (except bearer securities) in the manner, at the places and subject to the restrictions stated in the debt securities and described in the applicable prospectus supplement. We will provide these services without charge except for any tax or other governmental charge payable in connection with these services and subject to any limitations or requirements provided in the senior indenture or the supplemental indenture thereto or issuer order under which that series of debt securities is issued.

Holders may transfer debt securities in bearer form and/or the related coupons, if any, by delivery to the transferee.

If any of the securities are held in global form, the procedures for transfer of interests in those securities will depend upon the procedures of the depositary for those global securities. See “Forms of Securities.”

Impact of Significant Corporate Actions and Other Developments

Under German law, a surviving corporation in a merger or consolidation generally assumes the obligations of its predecessors. There are, however, no covenants in the indenture or other provisions designed to protect holders of the debt securities against a reduction in the creditworthiness of Deutsche Bank AG that would afford holders of debt securities additional protection in the event of a recapitalization transaction, a change of control of the Bank, a merger or consolidation, a sale, lease or conveyance of all or substantially all of the Bank’s assets or a highly leveraged transaction or any other transaction that might adversely affect holders of the debt securities.

It may be that Deutsche Bank AG will depend increasingly upon the earnings and cash flow of its subsidiaries to meet its obligations under the debt securities. Since the creditors of any of its subsidiaries

would generally have a right to receive payment that is superior to Deutsche Bank AG’s right to receive payment from the assets of that subsidiary, holders of debt securities will be effectively subordinated to creditors of Deutsche Bank AG’s subsidiaries. In addition, there are various regulatory requirements applicable to some of Deutsche Bank AG’s subsidiaries that limit their ability to pay dividends and make loans and advances to Deutsche Bank AG.

Events of Default

The senior indenture provides holders of debt securities with remedies if we fail to perform specific obligations, such as making payments on the debt securities, or if we become bankrupt. Holders should review these provisions and understand which of our actions trigger an event of default and which actions do not. The senior indenture permits the issuance of debt securities in one or more series, and, in many cases, whether an event of default has occurred is determined on a series by series basis.

An event of default is defined under the senior indenture, with respect to any series of debt securities issued under that indenture, as any one or more of the following events (each an “event of default” ) having occurred and be continuing:


•	default is made in the payment of principal, interest or premium in respect of such series of debt securities for 30 days;

•	we fail to perform or observe any of our other obligations under the securities and such failure has continued for the period of 60 days following the service on us of notice by the trustee or holders of 33 1 / 3 % of such series requiring the same to be remedied, except that the failure to file with the trustee certain information required to be filed with the trustee pursuant to the Trust Indenture Act, will not constitute an event of default (although the trustee may bring suit to enforce such filing obligation); or

•	a court in Germany opens insolvency proceedings against us or we apply for or institute such proceedings or offer or make an arrangement for the benefit or our creditors generally.

Any additional or different events of default applicable to a particular series of debt securities will be described in the prospectus supplement relating to such series.

No Negative Pledge. The senior indenture does not contain any restrictions preventing us from incurring additional debt.

Acceleration of Debt Securities Upon an Event of Default.

The senior indenture provides that:


•	if an event of default due to the default in payment of principal, interest or premium in respect of any series of senior debt securities issued under the senior indenture, or due to the default in the performance or breach of any other covenant or warranty of the Bank applicable to less than all outstanding series of senior debt securities issued under the senior indenture occurs and is continuing, other than a covenant for which the senior indenture specifies that the violation thereof does not give a right to accelerate or declare due and payable any securities issued under the senior indenture, either the trustee or the holders of not less than 33 1 / 3 % in aggregate principal amount of the outstanding senior debt securities of all affected series, voting as one class, by notice in writing to the Bank, may declare the principal of all senior debt securities of each affected series and interest accrued thereon to be due and payable immediately; and

•	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 under the senior indenture or due to the specified events of bankruptcy, insolvency or reorganization of the Bank, occurs and is continuing, other than a covenant for which the senior indenture specifies that the violation thereof does not give a right to accelerate or declare due and payable any securities issued under the senior indenture, either the trustee or the holders of not less than 33 1 / 3 % in aggregate principal amount of all


	outstanding senior debt securities issued under the senior indenture, voting as one class, by notice in writing to the Bank, may declare the principal of all senior debt securities and interest accrued thereon to be due and payable.

Annulment of Acceleration and Waiver of Defaults. In some circumstances, if any and all events of default under the indenture, other than the non-payment of the principal of the securities that has become due as a result of an acceleration, have been cured, waived or otherwise remedied, then the holders of a majority in aggregate principal amount of all series of outstanding debt securities affected, voting as one class, may annul past declarations of acceleration of or waive past defaults of the debt securities.

Indemnification of Trustee for Actions Taken on Your Behalf. The senior indenture provides that the trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of debt securities issued under that indenture relating to the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred upon the trustee. In addition, the senior indenture contains a provision entitling the trustee, subject to the duty of the trustee to act with the required standard of care during a default, to be indemnified by the holders of debt securities issued under that indenture before proceeding to exercise any right or power at the request of holders. Subject to these provisions and some other limitations, the holders of a majority in aggregate principal amount of each affected series of outstanding debt securities, voting as one class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.

Limitation on Actions by You as an Individual Holder. The senior indenture provides that no individual holder of debt securities may institute any action against us under that indenture, except actions for payment of overdue principal and interest at maturity or upon acceleration, unless the following actions have occurred:


•	the holder must have previously given written notice to the trustee of the continuing default;

•	the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each affected series, treated as one class, must have (1) requested the trustee to institute that action and (2) offered the trustee reasonable indemnity;

•	the trustee must have failed to institute that action within 60 days after receipt of the request referred to above; and

•	the holders of a majority in aggregate principal amount of the outstanding debt securities of each affected series, treated as one class, must not have given directions to the trustee inconsistent with those of the holders referred to above.

The senior indenture contains a covenant that we will file annually with the trustee a certificate of no default or a certificate specifying any default that exists.

Discharge and Defeasance

We have the ability to eliminate most or all of our obligations on any series of debt securities prior to maturity if we comply with the following provisions.

Discharge of Indenture. We may discharge all of our obligations, other than as to transfers and exchanges, under the senior indenture after we have:


•	paid or caused to be paid the principal of and any interest or premium, if any, on all of the outstanding debt securities issued thereunder in accordance with their terms;

•	delivered to the trustee for cancellation all of the outstanding debt securities issued thereunder; or

•	if in the case of any series of debt securities on which the exact amount (including the currency of payment) of principal and any interest or premium, if any, due can be determined at the time of making

the deposit referred to below, and which shall have become due or payable, or are by their terms to become due and payable or are scheduled for redemption, within one year, we have irrevocably deposited with the trustee, cash or, in the case of a series of debt securities payable only in U.S. dollars, U.S. government obligations, in trust for the benefit of the holders of securities of such series, in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and any interest or premium, if any, on, and any mandatory sinking fund payments for, those securities.

Defeasance of a Series of Securities at Any Time. We may also discharge all of our obligations, other than as to transfers and exchanges, under any series of debt securities at any time, which we refer to as “defeasance.”

Defeasance may be effected only if, among other things:


•	we irrevocably deposit with the trustee cash or, in the case of debt securities payable only in U.S. dollars, U.S. government obligations, in trust for the benefit of the holders of securities of such series, in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of and any interest or premium, if any, on, and any mandatory sinking fund payments for, all outstanding debt securities of the series being defeased; and

•	we deliver to the trustee an opinion of counsel to the effect that:


	•	the holders of the series of debt securities being defeased will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance; and

	•	the defeasance will not otherwise alter those holders’ U.S. federal income tax treatment of principal and interest payments on the series of debt securities being defeased.

This opinion must be based on a ruling of the Internal Revenue Service or a change in U.S. federal income tax law occurring after the date of this prospectus, since the above results would not occur under current tax law.

Modification of the Indenture

Modification without Consent of Holders. We and the trustee may enter into supplemental indentures without the consent of the holders of debt securities issued under the senior indenture to:


•	secure any senior debt securities;

•	evidence the assumption by a successor corporation of our obligations;

•	add covenants for the protection of the holders of debt securities;

•	cure any ambiguity or correct any inconsistency or manifest error;

•	establish the forms or terms of debt securities of any series; or

•	evidence the acceptance of appointment by a successor trustee.

Modification Requiring Consent of Each Holder. We and the trustee may not make any of the following changes to any outstanding debt security without the consent of each holder that would be affected by such change:


•	change the final maturity of such security;

•	reduce the principal amount;

•	reduce the rate or change the time of payment of interest;

•	reduce any amount payable on redemption;

•	change the currency in which the principal, including any amount of original issue discount, premium, or interest thereon is payable;

•	modify or amend the provisions for conversion of any currency into another currency;


•	reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy;

•	alter the terms on which holders of the debt securities may convert or exchange debt securities for other securities of the Bank or of other entities or for other property or the cash value of thereof, other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the debt securities;

•	alter certain provisions of the indenture relating to debt securities not denominated in U.S. dollars;

•	impair the right of any holder to institute suit for the enforcement of any payment on any debt security when due; or

•	reduce the percentage of debt securities the consent of whose holders is required for modification of the indenture.

Modification with Consent of Holders of a Majority. We and the trustee may make any other change to the senior indenture and to the rights of the holders of the debt securities issued thereunder, if we obtain the consent of the holders of not less than a majority in aggregate principal amount of all affected series of outstanding debt securities issued thereunder, voting as one class.

Concerning Our Relationship with the Trustee

We and our subsidiaries maintain ordinary banking relationships and custodial facilities with the trustee and affiliates of the trustee.

Governing Law

The debt securities and the senior indenture will be governed by, and construed in accordance with, the laws of the State of New York.

DESCRIPTION OF WARRANTS

We may offer warrants separately or together with one or more additional warrants, ordinary shares, tradable subscription rights to subscribe for our ordinary shares, purchase contracts and debt securities issued by us or debt obligations or other securities of an entity affiliated or not affiliated with us or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. Warrants to purchase or sell securities of entities not affiliated with us issued in the United States may not be so separated prior to the 91st day after the issuance of the unit, unless otherwise specified in the applicable prospectus supplement.

We may issue warrants, on terms to be determined at the time of sale, for the purchase or sale of, or whose redemption value is determined by reference to the performance, level or value of, one or more of the following:


•	securities issued by us or an entity affiliated or not affiliated with us, commodities, a basket or baskets of those securities or commodities, an index or indices of those securities or commodities, or any combination of the foregoing;

•	currencies; and

•	any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.

We refer to the items in the above clauses as “warrant property.” We may satisfy our obligations, if any, with respect to any warrants by delivering the warrant property, the cash value of the warrant property or the cash value of the warrants determined by reference to the performance, level or value of the warrant property, all as described in the applicable prospectus supplement.

Terms Specified in Prospectus Supplement

The prospectus supplement will contain, where applicable, the following terms of and other information relating to any offered warrants:


•	the specific designation;

•	the aggregate number of, and the price at which we will issue, the warrants;

•	the currency with which the warrants may be purchased;

•	whether we will issue the warrants in registered form or bearer form or both;

•	the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

•	if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;

•	if applicable, the date on and after which the warrants and the related securities will be separately transferable;

•	whether the warrants are put warrants, call warrants or spread warrants (entitling the holder to receive a cash value to be determined by reference to the amount, if any, by which a specified reference value of the warrant property at the time of exercise exceeds a specified base value of the warrant property), whether you or we will have the right to exercise the warrants and any conditions or restrictions on the exercise of the warrants;

•	the specific warrant property or cash value, and the amount or the method for determining the amount of the warrant property or cash value, deliverable upon exercise of each warrant;


•	the price at which and the currency with which the underlying securities, currencies or commodities may be purchased or sold upon the exercise of each warrant, or the method of determining that price;

•	whether the warrant must be exercised by the payment of the exercise price in cash, on a cashless basis or by the delivery of any other security;

•	whether the exercise of the warrants is to be settled in cash or by delivery of the underlying securities, commodities, or both;

•	the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars, determination or other agents;

•	any applicable U.S. federal income tax consequences, German income tax consequences and income tax consequences of the jurisdiction of any relevant issuing branch;

•	the proposed listing, if any, of the warrants or any securities that may be acquired upon exercise of the warrants on any securities exchange;

•	whether the warrants are to be sold separately or with other securities as part of units; and

•	any additional terms of the agreement governing the warrants and any terms required by or advisable under applicable laws or regulations.

Governing Law

The warrants will be governed by, and construed in accordance with, the laws of the State of New York.

DESCRIPTION OF PURCHASE CONTRACTS

We may issue purchase contracts (including purchase contracts issued as part of a unit with one or more warrants and debt securities issued by us or debt obligations or other securities of an entity affiliated or not affiliated with us) to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of one or more of the following:


•	securities issued by us or an entity affiliated or not affiliated with us, commodities, a basket or baskets of those securities or commodities, an index or indices of us or those securities or commodities, or any combination of the foregoing;

•	currencies; and

•	any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.

We refer to the property in the above clauses as “purchase contract property.”

Each purchase contract will obligate the holder to purchase or sell, and obligate us to sell or purchase, on specified dates, the purchase contract property at a specified price or prices (which may be based on a formula), all as described in the applicable prospectus supplement. We may satisfy our obligations, if any, with respect to any purchase contract by delivering the purchase contract property, the cash value of such purchase contract property or the cash value of the purchase contract (which may be based on a formula or determined by reference to the performance, level or value of the purchase contract property), or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, all as set forth in the applicable prospectus supplement. The applicable prospectus supplement will specify the methods by which the holders may purchase or sell the purchase contract property, any acceleration, cancellation or termination provisions, the identity of any purchase contract agent, other provisions relating to the settlement of a purchase contract or any other terms of the purchase contracts. The applicable prospectus supplement will also specify any applicable U.S. federal income tax consequences, German income tax consequences and income tax consequences of the jurisdiction of any relevant issuing branch in respect of the relevant purchase contracts.

Prepaid Purchase Contracts

Purchase contracts may require holders to satisfy their obligations under the purchase contracts at the time they are issued. We refer to these purchase contracts as “prepaid purchase contracts.” In certain circumstances, our obligation to settle prepaid purchase contracts on the relevant settlement date may be governed by the senior indenture and accordingly will rank on parity with all of our other unsecured and unsubordinated debt.

Purchase Contracts Issued as Part of Units

Purchase contracts issued as part of a unit will be governed by the terms and provisions of a unit agreement, as described in the applicable prospectus supplement.

DESCRIPTION OF UNITS

Units will consist of any combination of ordinary shares, tradable subscription rights to subscribe for ordinary shares, warrants, purchase contracts, debt securities issued by us and debt obligations or other securities of an entity affiliated or not affiliated with us. The applicable prospectus supplement will also describe:


•	the designation and the terms of the units and of any combination of ordinary shares, tradable subscription rights to subscribe for ordinary shares, warrants, purchase contracts, debt securities issued by us and debt obligations or other securities of an entity affiliated or not affiliated with us constituting the units, including whether and under what circumstances the ordinary shares, tradable subscription rights to subscribe for ordinary shares, warrants, purchase contracts, debt securities issued by us and debt obligations or other securities of an entity affiliated or not affiliated with us may be traded separately;

•	any additional terms of the governing unit agreement;

•	any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the ordinary shares, tradable subscription rights to subscribe for ordinary shares, warrants, purchase contracts, debt securities issued by us and debt obligations or other securities of an entity affiliated or not affiliated with us constituting the units; and

•	any applicable U.S. federal income tax consequences, German income tax consequences and income tax consequences of the jurisdiction of any relevant issuing branch.

The terms and conditions described under “Description of Ordinary Shares,” “Description of Tradable Subscription Rights to Subscribe for Ordinary Shares,” “Description of Debt Securities of Deutsche Bank Aktiengesellschaft,” “Description of Warrants” and “Description of Purchase Contracts” will apply to each unit and to any ordinary shares, tradable subscription rights to subscribe for ordinary shares, debt securities, warrants and purchase contracts issued by us included in each unit, unless otherwise specified in the applicable prospectus supplement.

DESCRIPTION OF CAPITAL SECURITIES

As more fully described below or set forth in the applicable prospectus supplement, we may sell capital securities of one or multiple series through trusts, companies or similar entities. If any such capital securities are issued, they will have the benefit of certain subordinated guarantees of Deutsche Bank AG described below.

Set forth below is a description of the trust preferred securities, company preferred securities and related instruments we may issue in connection with an issuance of capital securities. Issuances of capital securities in the future may or may not conform to the descriptions below, and such descriptions may be modified or superseded by the terms of any particular series of capital securities set forth in the relevant prospectus supplement.

Description of Trust Preferred Securities

This prospectus describes the general terms and provisions of the trust preferred securities that the trusts may issue. When a trust offers to sell its trust preferred securities, we will describe the specific terms of those trust preferred securities in a supplement to this prospectus. We will also indicate in the applicable prospectus supplement whether the general terms and provisions that we describe in this prospectus apply to those securities. If there are any differences between the applicable prospectus supplement and this prospectus, the prospectus supplement will control. For a complete description of the material terms of the particular issue of trust preferred securities, you must refer to both the applicable prospectus supplement and to the following description.

Each trust may issue, from time to time, in one or more series, trust preferred securities under the relevant amended and restated trust agreement, which we refer to as trust agreement. The trust agreements may or may not limit the aggregate amount of trust preferred securities that may be issued or the aggregate amount of any particular series. Each of the trust agreements will be qualified as an indenture under the Trust Indenture Act. The trusts may issue trust preferred securities and trust common securities at any time without your consent and without notifying you.

Each of the trust agreements will authorize the regular trustees of the relevant trusts, on behalf of the relevant trust, to issue the trust preferred securities. These securities will represent the undivided preferred beneficial ownership interests in the assets of the relevant trust. The form of a trust agreement has been included as an exhibit to the registration statement of which this prospectus forms a part, and you should read the form of trust agreement for provisions that may be important to you. You should read the applicable prospectus supplement for the specific terms of any authorized series of trust preferred securities, including:


•	the specific designation of the trust preferred securities;

•	the number and liquidation preference amount of the trust preferred securities;

•	the rate or rates at which the trust will pay distributions (which we also refer to as capital payments), or method of calculation of such rate, the payment date or dates for any distributions and the record date for any distributions;

•	the amount or amounts that the trust will pay, or the property that the trust will deliver, out of its assets to the holders of the trust preferred securities upon the trust’s liquidation;

•	the obligation or option, if any, of the trust to purchase or redeem the trust preferred securities and the price or prices (or formula for determining the price) at which, the period or periods within which, and the terms and conditions upon which the trust will or may purchase or redeem trust preferred securities, in whole or in part, pursuant to the obligation or option;

•	the voting rights, if any, of the trust preferred securities, including any vote required to amend the relevant trust agreement;


•	the criteria for determining whether and to what extent the trust will be required to pay distributions on the trust preferred securities or will be prohibited from paying distributions on the trust preferred securities;

•	terms for any optional or mandatory conversion or exchange of trust preferred securities into other securities;

•	whether and to what extent the trust will be required to pay any additional amounts in respect of withholding taxes; and

•	any other relative rights, preferences, privileges, limitations or restrictions of the trust preferred securities not inconsistent with the relevant trust agreement or applicable law.

The prospectus supplement relating to the particular trust preferred securities may also include, if applicable, a discussion of certain U.S. federal income tax and ERISA considerations.

In the event of an offering of trust preferred securities, the proceeds from the sale of the trust preferred securities will be used by the relevant trust to purchase corresponding company preferred securities. The company preferred securities will be owned by the trust for the benefit of the holders of the trust preferred securities and the holder of the trust common security. The rights under the subordinated company preferred guarantee of the company preferred securities of the corresponding company issued by Deutsche Bank AG will be held in the name of the company preferred guarantee trustee for the benefit of the trust as owner of the company preferred securities who in turn holds it for the benefit of the holders of the trust preferred securities.

Except as provided in the applicable prospectus supplement, the trust preferred securities will be perpetual and non-cumulative. The relevant trust will pass through the distributions it receives on the company preferred securities as distributions on the trust preferred securities. It will also pass through any redemption payment it receives on the company preferred securities to redeem a corresponding amount of the trust preferred securities as well as any liquidation payment it receives on the company preferred securities upon liquidation of the relevant company.

Each of the trusts (and any series of trust preferred securities issued thereunder) is a legally separate entity and the assets of one trust or series will not be available to satisfy the obligations of any of the other trusts or series.

Holders of the trust preferred securities will have the benefit of Deutsche Bank AG’s subordinated guarantees of the distribution, redemption and liquidation payment obligations under the trust preferred securities (which we refer to as the trust preferred guarantee) and the company preferred securities (which we refer to as the company preferred guarantee) as set forth in the applicable prospectus supplement and in this prospectus under “— Description of Subordinated Guarantees in Connection with Capital Securities.”

Unless provided otherwise in the applicable prospectus supplement, the trust preferred securities will be issued in fully registered form without coupons.

Trust Common Securities

The trust will also issue one common security (which we refer to as the trust common security), representing an undivided common interest in the trust’s assets. The trust common security will be owned by Deutsche Bank AG or one of its consolidated subsidiaries.

Information Concerning the Trustees

Pursuant to the trust agreement, there will be one or more trustees. First, there will be one or more trustees, which we refer to as regular trustees, each of whom will be an individual who is an employee or officer of, or who is affiliated with, Deutsche Bank AG. Second, there will be a trustee, which we refer to as the property trustee, who will be a financial institution that is unaffiliated with Deutsche Bank AG. Unless provided otherwise in the applicable prospectus supplement, The Bank of New York Mellon will be the property trustee of each of the trusts. Third, there will be a trustee, which we refer to as the Delaware

trustee, that is an individual or entity resident in Delaware. Unless provided otherwise in the applicable prospectus supplement, Deutsche Bank Trust Company Delaware, will be the Delaware trustee for each of the trusts.

The regular trustees have the exclusive authority to cause the relevant trust to issue and sell the trust preferred securities in accordance with the provisions of the related trust agreement and in connection with the issue and sale of the trust preferred securities to cause the relevant trust to acquire company preferred securities.

The property trustee holds, for the benefit of the holders of the trust preferred securities and the holder of the trust common security, the legal title to any company preferred securities purchased by the trust. The property trustee as holder of the company preferred securities is also the beneficiary under the company preferred guarantee issued by Deutsche Bank AG, which it holds for the benefit of the holders of the trust preferred securities.

The property trustee is required to perform only those duties that are specifically set forth in the relevant trust agreement, except when a default has occurred and is continuing with respect to the trust preferred securities. After a default, the property trustee must exercise the same degree of care a prudent person would exercise under the circumstances in the conduct of her or his own affairs.

Subject to these requirements, the property trustee will be under no obligation to exercise any of the powers vested in it by the relevant trust agreement at the request of any holder of trust preferred securities, unless the holder offers the property trustee reasonable indemnity against the cost, expenses and liabilities that might be incurred by exercising those powers.

We and our subsidiaries maintain ordinary banking relationships and custodial facilities with the property trustee and affiliates of the property trustee.

Governing Law

The trust preferred securities and the trust agreement will be governed by and construed in accordance with the laws of the State of Delaware.

Description of Company Preferred Securities

This prospectus describes the general terms and provisions of the company preferred securities that the Delaware companies may issue. When a company issues company preferred securities, we will describe the specific terms of those securities in a supplement to this prospectus. We will also indicate in the applicable prospectus supplement whether the general terms and provisions that we describe in this prospectus apply to those securities. If there are any differences between the applicable prospectus supplement and this prospectus, the prospectus supplement will control. For a complete description of the material terms of the particular issue of company preferred securities, you must refer to both the applicable prospectus supplement and to the following description.

Each company may issue, from time to time, in one or more series, company preferred securities under an amended and restated limited liability company agreement, which we refer to as the LLC agreement. The companies may issue company preferred securities and other securities at any time without your consent and without notifying you.

The relevant LLC agreement will authorize a company to issue company preferred securities, which may be purchased by a trust or sold directly to investors, and to issue company common securities to Deutsche Bank AG or one of its branches or subsidiaries. In addition, the relevant LLC agreement will authorize a company in connection with the issuance and sale of company preferred securities to a trust or directly to investors to issue a separate class of company preferred securities to Deutsche Bank AG or one of its branches or subsidiaries, which we refer to as intra-group company preferred securities. The terms company preferred securities and capital securities as used in this prospectus do not include the intra-group company preferred securities issued to Deutsche Bank AG or one of its branches or subsidiaries. A

form of the LLC agreement will be included as an exhibit to the registration statement of which this prospectus forms a part. You should read the LLC agreement for provisions that may be important for you. You should read the applicable prospectus supplement for the specific terms of any authorized series of company preferred securities, including:


•	the specific designation of the company preferred securities;

•	the number and liquidation preference amount of the company preferred securities;

•	the rate or rates at which the company will pay distributions (which we also refer to as capital payments), or method of calculation of such rate, the payment date or dates for any distributions and the record date for any distributions;

•	the amount or amounts that the company will pay out of its assets to the holders of the company preferred securities upon the company’s liquidation;

•	the obligation or option, if any, of the company to purchase or redeem the company preferred securities and the price or prices (or formula for determining the price) at which, the period or periods within which, and the terms and conditions upon which the company will or may purchase or redeem company preferred securities, in whole or in part, pursuant to the obligation or option;

•	the voting rights, if any, of the company preferred securities and company common securities, including any vote required to amend the relevant LLC agreement;

•	the criteria for determining whether and to what extent the company will be authorized to pay distributions on the company preferred securities or will be required to pay distributions on the company preferred securities;

•	terms for any optional or mandatory conversion or exchange of company preferred securities into other securities;

•	whether and to what extent the company will be required to pay any additional amounts in respect of withholding taxes; and

•	any other relative rights, preferences, privileges, limitations or restrictions of the company preferred securities not inconsistent with the relevant LLC agreement or applicable law.

The prospectus supplement relating to the particular company preferred securities may also include, if applicable, a discussion of certain U.S. federal income tax and ERISA considerations.

In the event of an offering of company preferred securities, the proceeds from their sale to the trust or directly to investors will be used by the relevant company to purchase subordinated debt obligations (which we refer to as initial debt obligations) of Deutsche Bank AG or one of its branches or subsidiaries or other eligible investments.

Except as otherwise set forth in the applicable prospectus supplement, the company preferred securities will be perpetual and non-cumulative.

Holders of the company preferred securities (but not the intra-group company preferred securities) will have the benefit of Deutsche Bank AG’s subordinated guarantees of the distribution, redemption and liquidation payment obligations under the company preferred securities (which we refer to as the company preferred guarantee) as set forth in the applicable prospectus supplement and in this prospectus under “— Description of Subordinated Guarantees in Connection with Capital Securities.” The terms of any intra-group company preferred securities and the company common securities issued to Deutsche Bank AG will be set forth in the relevant LLC agreement and described in the applicable prospectus supplement.

Governing Law

The company preferred securities and the LLC agreement will be governed by and construed in accordance with the laws of the State of Delaware.

Description of Subordinated Guarantees in Connection with Capital Securities

Set forth below is a summary of information concerning the subordinated guarantees that Deutsche Bank AG will execute and deliver concurrently with any issuance of capital securities. Each of the subordinated guarantees will be qualified as an indenture under the Trust Indenture Act. The subordinated guarantees are for the benefit of the holders from time to time of the capital securities of any series issued by the relevant trust or the relevant company. The terms of the subordinated guarantees will include both those stated in the subordinated guarantee agreements entered into between Deutsche Bank AG and the guarantee trustee and those made part of the subordinated guarantee agreements by the Trust Indenture Act. Forms of the subordinated guarantee agreements are included as exhibits to the registration statement of which this prospectus forms a part. The forms of the subordinated guarantee agreements may be modified in connection with the issuance of any series of capital securities, and any such modification that is material will be filed with a post-effective amendment to, or on a Form 6-K incorporated by reference in, the registration statement of which this prospectus forms a part. You should read the relevant subordinated guarantee agreement and any such amendment or supplement for provisions that may be important to you.

Guaranteed Obligations

Under the subordinated guarantees, Deutsche Bank AG will fully and unconditionally guarantee, on a subordinated basis, the payment by the relevant trust or the relevant company, as applicable, of the following, without duplication, with respect to capital securities of any series:


•	any dividends or distributions (which we may refer to as capital payments) due and payable on the trust preferred securities or on the company preferred securities;

•	the redemption price payable with respect to any capital securities called for redemption by the relevant trust or company; and

•	the liquidating distribution on each capital security payable upon liquidation of the relevant trust or company,

in each case, to the extent provided in the applicable prospectus supplement. In particular, Deutsche Bank AG will guarantee the payment of a distribution on company preferred securities, and the related trust preferred securities, only to the extent the company has declared, or is deemed to have declared, the distribution on the company preferred securities.

Subject to the subordination provisions described below, Deutsche Bank AG will be obligated to make such payments as and when due, regardless of any defense, right of set-off or counterclaim that Deutsche Bank AG may have or assert, other than the defense of payment, and whether or not the company has legally available funds for the payments so guaranteed. Deutsche Bank AG’s obligations under the relevant subordinated guarantee will be several and independent of the obligations of the relevant trust or company with respect to the capital securities.

Subordination

The subordinated guarantees will be general and unsecured obligations of Deutsche Bank AG and will rank both as to payment and in the liquidation of Deutsche Bank AG:


•	subordinate to all senior and subordinated debt obligations of Deutsche Bank AG that do not expressly rank on parity with the obligations of Deutsche Bank AG under the subordinated guarantees;

•	on parity with the most senior ranking preference shares of Deutsche Bank AG, 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 Deutsche Bank AG qualifying as consolidated Tier 1 capital of Deutsche Bank AG that does not expressly rank junior to the obligation of Deutsche Bank AG under the subordinated guarantees; and

•

senior to any other preference shares and the common shares of Deutsche Bank AG, any other securities of Deutsche Bank AG expressed to rank junior to the most senior preference shares of Deutsche Bank AG, and any preference shares or any other instruments of any subsidiary of the Bank subject to any guarantee or support agreement which ranks junior to the obligations under the subordinated guarantees.

The foregoing liabilities that rank senior to the subordinated guarantees are collectively called “senior liabilities.”

The subordination provisions set out above will be irrevocable. Except as set forth in the applicable prospectus supplement, Deutsche Bank AG may not create or permit to exist any charge or other security interest over its assets to secure its obligations in respect of the subordinated guarantees.

Additional Amounts

If Deutsche Bank AG is required to withhold or deduct any portion of a payment under the relevant subordinated guarantee, the applicable prospectus supplement will provide whether and to what extent it will pay additional amounts in order to cause the net amounts received by the holders of capital securities to be the same as the holders would have received in the absence of the withholding or deduction.

Other Provisions

The guarantee trustee, on behalf of the holders of capital securities, will have the right to enforce the relevant subordinated guarantee directly against Deutsche Bank AG if Deutsche Bank AG defaults under such subordinated guarantee. Each of the subordinated guarantee agreements will provide that, to the fullest extent permitted by law, without the need for any action on the part of the relevant guarantee trustee or any other holder of capital securities, each holder of capital securities will be entitled to enforce its rights directly under the relevant subordinated guarantee with respect to any of Deutsche Bank AG’s payment obligations that have become due thereunder.

No Assignment

Deutsche Bank AG may not assign its obligations under the subordinated guarantees, except in the case of merger, consolidation, sale, lease or other transfer of substantially all of its assets in which Deutsche Bank AG is not the surviving entity.

Termination

The subordinated guarantees will terminate on the earlier of:


•	the full payment of the redemption price for all capital securities or repurchase and cancellation of all capital securities of the relevant series; and

•	the full payment of the liquidating distribution on all capital securities of the relevant series.

However, the subordinated guarantees will continue to be effective or will be reinstated, as the case may be, if the holder is required to return any liquidation or redemption payment made under the capital securities or the subordinated guarantees.

Amendments

Any changes to the subordinated guarantees that affect the amount and timing of the payments under the subordinated guarantees or reduce the amount of capital securities whose holders must consent to an amendment must be approved by each holder of capital securities of each affected series. Any other provision of the subordinated guarantees may be modified only with the prior approval of the holders of not less than a majority (based on the aggregate liquidation preference amount) of the outstanding capital securities of each affected series (voting as a class).

Notwithstanding the foregoing, without the consent of any holder of capital securities of any series, Deutsche Bank AG may amend or supplement the subordinated guarantee agreements:


•	to evidence the succession of another entity to Deutsche Bank AG and the assumption by any such successor of any covenants of Deutsche Bank AG in the subordinated guarantee agreements;

•	to add to the covenants, restrictions or obligations of Deutsche Bank AG for the benefit of the holders of capital securities of such series, or to surrender any right or power conferred upon Deutsche Bank AG under the subordinated guarantee agreements;

•	to correct or supplement any provision in the subordinated guarantee agreements that may be defective or inconsistent with any other provision therein;

•	to modify, eliminate and add to any provision in the subordinated guarantee agreements to such extent as may be necessary or desirable, provided that any such action does not materially adversely affect the rights, preferences or privileges of the holders of capital securities of such series;

•	to modify or supplement the subordinated guarantee agreements to give effect to any provision made invalid by any changes in the Investment Company Act of 1940, as amended, or the Trust Indenture Act or any other applicable law, provided that any such action does not have a material adverse effect on the rights, preferences or privileges of the holders of capital securities of such series;

•	to make any changes to the subordinated guarantee agreements to give holders of capital securities such rights and entitlements contained in any guarantee or undertaking relating to the support or payment of amounts in connection with other preference shares or other instruments issued by Deutsche Bank AG or an affiliated entity to permit the capital securities to rank at least on parity with such new securities;

•	to cure any ambiguity or correct any mistake; or

•	in connection with the creation of any series of capital securities and the establishment of the particular terms thereof.

Information Concerning the Trustees

Pursuant to the subordinated guarantee agreements there will be one trustee who will be a financial institution that is unaffiliated with Deutsche Bank. Unless provided otherwise in the applicable prospectus supplement, The Bank of New York Mellon will be the guarantee trustee. The guarantee trustee will be required to perform only those duties that are specifically set forth in the subordinated guarantee agreements, except when an event of default has occurred and is continuing with respect to any subordinated guarantee agreement. If an event of default under a subordinated guarantee has occurred and is continuing, the guarantee trustee will be required to use the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to these requirements, the guarantee trustee will be under no obligation to exercise any of the rights or powers vested in it by any subordinated guarantee agreements at the request or direction of any holder of related company preferred securities or any trust preferred securities, as the case may be, unless the holders offer the guarantee trustee reasonable indemnity against the costs, expenses and liabilities that might be incurred in exercising those powers.

We and our subsidiaries maintain ordinary banking relationships and custodial facilities with the guarantee trustee and affiliates of the guarantee trustee.

Governing Law

The subordinated guarantees will be governed by and construed in accordance with the laws of the State of New York.

Description of Subordinated Debt Obligations in Connection with Certain Capital
Securities

Concurrently with an offering of capital securities, Deutsche Bank AG, directly or through one of its branches, or a subsidiary of Deutsche Bank, will issue subordinated debt obligations, which we refer to as initial debt obligations, to the relevant company. This prospectus briefly outlines certain general terms and provisions of the initial debt obligations we may issue. You should read the applicable prospectus supplement for additional terms relating to the initial debt obligations. The specific terms of an initial debt obligation as described in the applicable prospectus supplement will supplement and, if applicable, may modify or replace the general terms described in this section. If there are differences between the applicable prospectus supplement and this prospectus, the prospectus supplement will control.

The aggregate principal amount of the initial debt obligation will be such that the interest income paid on the initial debt obligation on any interest payment date will be sufficient to make the capital payments on the company preferred securities on the corresponding payment date.

Interest on the initial debt obligations will be payable on the interest payment dates, which generally will be the same as the payment dates under the related capital securities, and at the rate or rates, including fixed or floating rates, specified in the applicable prospectus supplement.

The initial debt obligations will be represented by one or more definitive notes registered in the name of the relevant company.

Redemption

The initial debt obligations may be redeemable at the option of Deutsche Bank AG or its subsidiary at the price or prices, within the period or periods and upon the terms, conditions or events (including any required consents) specified in the applicable prospectus supplement.

Additional Amounts

The applicable prospectus supplement will specify any additional amounts payable if Deutsche Bank AG or its subsidiary is required to withhold any taxes, duties or other governmental charges with respect to any payment in respect of the initial debt obligations.

Subordination

If issued by Deutsche Bank AG, the initial debt obligations will be a direct, unsecured subordinated obligation of Deutsche Bank AG and, in liquidation of Deutsche Bank AG, will rank:


•	subordinate and junior to all senior and subordinated debt obligations of Deutsche Bank AG that do not expressly rank on parity with the obligations of the Bank under the subordinated debt obligation;

•	on parity with the most senior ranking preference shares of Deutsche Bank AG, 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 qualifying as consolidated Tier 1 capital of Deutsche Bank AG that does not expressly rank junior to the obligation under the relevant subordinated guarantee; and

•	senior to any other preference shares and the common shares of Deutsche Bank AG, any other securities of Deutsche Bank AG expressed to rank junior to the most senior preference shares of Deutsche Bank AG, and any preference shares or any other instruments of any subsidiary of Deutsche Bank AG subject to any guarantee or support agreement which ranks junior to the obligations under the subordinated guarantees.

Initial debt obligations of any subsidiary of Deutsche Bank AG will be subordinated obligations of such subsidiary guaranteed on a subordinated basis by Deutsche Bank AG.

In the event of the dissolution or liquidation of, or insolvency proceedings against Deutsche Bank AG, the initial debt obligations will be subordinated to the claims of all unsubordinated creditors of Deutsche Bank

AG so that in any event no amounts will be payable under the initial debt obligations until the claims of all unsubordinated creditors of Deutsche Bank AG have been satisfied in full. The claims of a holder of initial debt obligations may not be set off against any claims of Deutsche Bank AG. No security of whatever kind is or will at any time be, provided by Deutsche Bank AG or any other person securing the rights of holders of initial debt obligations arising under the initial debt obligations. No subsequent agreement may limit the subordination provisions applicable to any initial debt obligation or amend the maturity or redemption date in respect of any initial debt obligation to an earlier date. If any initial debt obligations are redeemed or repurchased before the date on which such redemption or repurchase is permitted under the terms thereof (other than in respect of certain tax events specified with respect thereto) by Deutsche Bank AG otherwise than in accordance with the provisions of § 10(5a) sentence 6 of the German Banking Act ( Kreditwesengesetz ), then the amounts redeemed or paid must be returned to Deutsche Bank AG irrespective of any agreements to the contrary unless the amounts paid have been replaced by other regulatory banking capital ( haftendes Eigenkapital ) of at least equal status within the meaning of the German Banking Act, or the Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht ) has consented to such redemption or repurchase.

Enforcement of the Subordinated Debt Obligations

Any consent, notice or other action (including any enforcement action) given or taken by or on behalf of the relevant company may be given or taken at the discretion of the management of the company, as described in the applicable prospectus supplement.

Events of Default

Except as set forth in the applicable prospectus supplement with respect to certain events of insolvency that will constitute events of default, the initial debt obligations will not provide for acceleration if Deutsche Bank AG or its subsidiary fails to make a payment when due. In the event of any default on the initial debt obligations, the relevant company as holder of the initial debt obligation will enforce its rights for payment of any overdue amounts, but will not be able to accelerate the maturity of the initial debt obligation.

Modification and Amendment of the Subordinated Debt Obligations

The initial debt obligations may be modified or amended only by the written agreement of Deutsche Bank AG or its subsidiary, on the one hand, and the relevant company, on the other. However, except as otherwise set forth in the applicable prospectus supplement, the relevant LLC agreement will provide that the company may not agree to any modification or amendment of, or waive any default in the payment of any amount under, the initial debt obligation in a manner that would materially affect the interest of the holders of the company preferred securities, unless holders of at least 66 2 / 3 % (based on the aggregate liquidation preference amount) of outstanding company preferred securities affected thereby (voting as a class), consent to such modification or amendment.

Substitution; Redemption and Reinvesting of Proceeds

The applicable prospectus supplement will specify any requirements for the substitution, redemption of and reinvestment of proceeds of, the initial debt obligations.

Governing Law

Unless the applicable prospectus supplement provides otherwise, initial debt obligations issued by Deutsche Bank AG will be governed by and construed in accordance with the laws of the State of New York.

FORMS OF SECURITIES

Each debt security, warrant, purchase contract, unit, and capital security will be represented either by:


•	one or more global securities representing the entire issuance of securities, or

•	a certificate issued in definitive form to a particular investor.

Certificated securities in definitive form and global securities both may be issued either (1) in registered form, where our obligation runs to the holder of the security named on the face of the security or (2) in bearer form, where our obligation runs to the bearer of the security, subject to the limitations explained below under “— Limitations on Issuance of Bearer Securities.”

Unless the applicable prospectus supplement specifies otherwise, our ordinary shares will be issued in the form of global registered shares represented by one or more global securities.

Unless the applicable prospectus supplement specifies otherwise, tradable subscription rights to subscribe for our ordinary shares will be issued as book-entry interests in global registered form.

Legal Ownership

Global Securities. Global securities will name a depositary or its nominee as the owner of the debt securities, warrants, purchase contracts, units or capital securities represented by these global securities (other than global bearer securities, which name the bearer as owner). Investors in global securities can own only beneficial interests in such securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below under “— Global Securities.”

Definitive Securities. Definitive securities will name you or your nominee as the owner of the security (other than definitive bearer securities, which will specify the bearer as owner). In order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable.

Our Obligations Are to Legal Owners Only. Our obligations, as well as the obligations of the trustees under any indenture and trustees under any trust agreement, LLC agreement or subordinated guarantee, and the obligations, if any, of any warrant agents, purchase contract agents and unit agents and any other agents of ours, any agents of the trustees or any agents of any warrant agents, purchase contract agents or unit agents, run only to the persons or entities named as holders of the securities in the relevant security register, in the case of registered securities, or the persons or entities that are the bearers of those securities, in the case of bearer securities.

Neither we nor any trustee, warrant agent, purchase contract agent, unit agent, other agent of ours, agent of the trustee or agent of the warrant agents, purchase contract agents or unit agents have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means.

Upon making a payment or giving a notice to the holder or bearer as required by the terms of that security, we will have no further responsibility for that payment or notice even if that holder or bearer is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect owners of beneficial interests in that security but does not do so. Similarly, if we want to obtain the approval or consent of the holders or bearers of any securities for any purpose, we would seek the approval only from the holders or bearers, and not the indirect owners, of the relevant securities. Whether and how the holders or bearers contact the indirect owners would be governed by the agreements between such holders and bearers and the indirect owners.

Global Securities

Registered Global Securities. We may issue ordinary shares, registered debt securities, warrants, purchase contracts, units and capital securities in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or its nominee. In those cases (except with regard to ordinary shares), one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal, face amount or liquidation preference amount of the securities to be represented by registered global securities. In the case of ordinary shares, one or more registered global securities will be issued in the aggregate amount of the number of ordinary shares to be represented. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.

Ownership of beneficial interests in a registered global security will be limited to persons, called “participants,” who have accounts with the depositary or persons who may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or selling agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the Articles of Association, indenture, warrant agreement, purchase contract, unit agreement, trust agreement or LLC agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the Articles of Association, indenture, warrant agreement, purchase contract, unit agreement, trust agreement or LLC Agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the Articles of Association, indenture, warrant agreement, purchase contract, unit agreement, trust agreement or LLC agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the Articles of Association, indenture, warrant agreement, purchase contract, unit agreement, trust agreement or LLC agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Payments of principal of, and premium (if any) and interest (if any) on, debt securities, and any payments to holders with respect to ordinary shares, warrants, purchase contracts, units or capital securities, represented by a registered global security registered in the name of a depositary or its nominee, will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered

global security. None of the Bank, the trustee, the warrant agents, the purchase contract agents, the unit agents or any other agent of the Bank, agent of the trustee or agent of the warrant agents, purchase contract agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of dividend, principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants, not us.

Discontinuance of Any Depositary. If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. In addition, we may at any time request the withdrawal from the depositary of any of the securities represented by one or more registered global securities. Upon receipt of such request, the depositary will issue a notice to its participants of our request, and will process any withdrawal requests submitted by those participants in accordance with its procedures. If participants request withdrawal following our request, we will issue securities in definitive form in exchange for that portion of the registered global security or securities representing the securities held by participants requesting such withdrawal. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the trustee, warrant agent, purchase contract agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.

Bearer Global Securities. The securities may also be issued in the form of one or more bearer global securities that will be deposited with a common depositary for Euroclear Bank S.A./ N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme , or with a nominee for the depositary identified in the prospectus supplement relating to those securities. The specific terms and procedures, including the specific terms of the depositary arrangement, with respect to any securities to be represented by a bearer global security will be described in the prospectus supplement relating to those securities.

Limitations on Issuance of Bearer Securities

In compliance with U.S. federal income tax laws and regulations, bearer securities, including bearer securities in global form, will not be offered, sold or delivered, directly or indirectly, in the United States or its possessions or to United States persons, as defined below, except as otherwise permitted by United States Treasury Regulations Section 1.163-5(c)(2)(i)(D). Any underwriters, selling agents or dealers participating in the offerings of bearer securities, directly or indirectly, must agree that:


•	they will not, in connection with the original issuance of any bearer securities or during the restricted period with respect to such securities (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)), which we refer to as the “restricted period,” offer, sell or deliver, directly or indirectly, any bearer securities in the United States or its possessions or to United States persons, other than as permitted by the applicable Treasury regulations described above; and

•	they will not, at any time, offer, sell or deliver, directly or indirectly, any bearer securities in the United States or its possessions or to United States persons, other than as permitted by the applicable Treasury regulations described above.

In addition, any underwriters, selling agents or dealers must have procedures reasonably designed to ensure that their employees or agents who are directly engaged in selling bearer securities are aware of the above restrictions on the offering, sale or delivery of bearer securities.

Bearer securities, other than bearer securities that satisfy the requirements of United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(iii) and any coupons or talons appertaining thereto, will not be delivered in definitive form, and no interest will be paid thereon, unless the Bank has received a signed certificate in writing, or an electronic certificate described in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii), stating that on the date of that certificate the bearer security:


•	is owned by a person that is not a United States person; or

•	is owned by a United States person that:


	(1)	is a foreign branch of a United States financial institution, as defined in applicable United States Treasury Regulations, which we refer to as a “financial institution,” purchasing for its own account or for resale, or

	(2)	is acquiring the bearer security through a foreign branch of a United States financial institution and who holds the bearer security through that financial institution through that date,

and in either case (1) or (2) above, each of those United States financial institutions agrees and certifies, on its own behalf or through its agent, that the Bank may be advised that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder; or

•

is owned by a United States or foreign financial institution for the purposes of resale during the restricted period and, in addition, if the owner of the bearer security is a United States or foreign financial institution described in this clause, whether or not also described in the first or second clause above, the financial institution certifies that it has not acquired the bearer security for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

We will make payments on bearer securities only outside the United States and its possessions except as permitted by the above regulations.

Bearer securities, other than temporary global securities, and any coupons issued with bearer securities will bear the following legend: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code.” The sections referred to in this legend provide that, with exceptions, a United States person will not be permitted to deduct any loss, and will not be eligible for capital gain treatment with respect to any gain realized on the sale, exchange or redemption of that bearer security or coupon.

As used in this section, the term bearer securities includes bearer securities that are part of units. As used herein, “United States person” means a citizen or resident of the United States for U.S. federal income tax purposes, a corporation or partnership, including an entity treated as a corporation or partnership for U.S. federal income tax purposes, created or organized in or under the laws of the United States, or any state of the United States or the District of Columbia, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. In addition, some trusts treated as United States persons before August 20, 1996 that elect to continue to be so treated to the extent provided in the Treasury regulations shall be considered United States persons.

Form of Securities Included in Units

The form of the warrant or purchase contract included in a unit will correspond to the form of the other components of the security.

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

We may sell the securities being offered by this prospectus in four ways: (1) directly, including through one or more of our branches, (2) through selling agents, (3) through underwriters and/or (4) through dealers. Any of these selling agents, underwriters or dealers in the United States or outside the United States may include affiliates of the Bank.

In some cases, we or dealers acting for us or on our behalf may also repurchase securities and reoffer them to the public by one or more of the methods described above.

In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders.

We may designate selling agents from time to time to solicit offers to purchase these securities. We will name any such agent, who may be deemed to be an underwriter as that term is defined in the Securities Act, and state any commissions or the possible range of commissions we are to pay to that agent in the applicable prospectus supplement. That agent will be acting on a reasonable efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis.

If we use any underwriters to offer and sell these securities, we will enter into an underwriting agreement with those underwriters when we and they determine the offering price of the securities, and we will include the names of the underwriters and the terms of the transaction in the applicable prospectus supplement.

If we use a dealer to offer and sell these securities, we will sell the securities to the dealer, who will purchase the securities as principal, and we will name the dealer in the applicable prospectus supplement. The dealer may then resell the securities to the public at varying prices to be determined by that dealer at the time of resale.

Our net proceeds will be the purchase price in the case of sales to a dealer, the public offering price less discount in the case of sales to an underwriter or the purchase price less commission in the case of sales through a selling agent — in each case, less other expenses attributable to issuance and distribution.

In order to facilitate the offering of these securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of these securities or any other securities the prices of which may be used to determine payments on these securities. Specifically, the underwriters may sell more securities than they are obligated to purchase in connection with the offering, creating a short position for their own accounts. A short sale is covered if the short position is no greater than the number or amount of securities available for purchase by the underwriters under any over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing these securities in the open market. In determining the source of securities to close out a covered short sale, the underwriters will consider, among other things, the open market price of these securities compared to the price available under the over-allotment option. The underwriters may also sell these securities or any other securities in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of these securities in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, these securities or any other securities in the open market to stabilize the price of these securities or of any other securities. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing these securities in the offering, if the syndicate repurchases previously distributed securities to cover syndicate short positions or to stabilize the price of these securities. Any of these activities may raise or maintain the market price of these securities above independent market levels or prevent or retard a decline in the market price of these securities. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

Selling agents, underwriters and dealers may be entitled under agreements with us to indemnification by us against some civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for the Bank in the ordinary course of business.

If so indicated in the prospectus supplement, we will authorize selling agents, underwriters or dealers to solicit offers by some purchasers to purchase ordinary shares, tradable subscription rights to subscribe for ordinary shares, debt securities, warrants, purchase contracts or units, as the case may be, from us at the public offering price stated in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject only to those conditions described in the prospectus supplement, and the prospectus supplement will state the commission payable for solicitation of these offers.

Conflicts of Interest. To the extent an initial offering of the securities will be distributed by an affiliate of the Bank, each such offering of securities will be conducted in compliance with the requirements of NASD Rule 2720 of the Financial Industry Regulatory Authority, or “FINRA” , regarding a FINRA member firm’s distribution of securities of an affiliate and related conflicts of interest. No underwriter, selling agent or dealer utilized in the initial offering of securities who is an affiliate of the Bank will confirm sales to accounts over which it exercises discretionary authority without the prior specific written approval of its customer.

Following the initial distribution of any of these securities, affiliates of the Bank may offer and sell these securities in the course of their businesses. Such affiliates may act as principals or agents in these transactions and may make any sales at varying prices related to prevailing market prices at the time of sale or otherwise. Such affiliates may also use this prospectus in connection with these transactions. None of our affiliates is obligated to make a market in any of these securities and may discontinue any market-making activities at any time without notice.

In accordance with FINRA Rules, in no situation will the underwriting discounts and commissions on securities sold in the initial distribution exceed 8% of the offering proceeds.

EXPENSES OF THE ISSUE

The following is a statement of expenses, other than underwriting discounts and commissions, in connection with the distribution of the securities registered. All amounts shown are estimates.


	Amount to be
	paid

Securities and Exchange Commission Registration Fee		*
Federal taxes, state taxes and fees		N/A
Trustees’ and transfer agents’ fees	$	20,000
Legal Fees	$	500,000
Accounting Fees	$	50,000
Printing and Engraving Costs	$	20,000

Total	$	590,000


(*)		Unknown because the filing is being deferred pursuant to Rule 456(b) and 457(r) under the Securities Act.

LEGAL MATTERS

Certain legal matters with respect to German, United States and New York law relating to the validity of certain of the offered securities may be passed upon for the issuer of those securities by Cleary Gottlieb Steen & Hamilton LLP. Certain legal matters with respect to Delaware law relating to the validity of certain capital securities may be passed upon by Richards, Layton, & Finger, P.A.

Certain legal matters with respect to German law relating to the validity of certain of the offered securities will be passed upon for the issuer of those securities by Group Legal Services of Deutsche Bank Aktiengesellschaft. Certain legal matters with respect to the validity of certain of the offered securities for any underwriters, dealers or selling agents will be passed upon by the firms or persons identified in the applicable prospectus supplement.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements of Deutsche Bank Aktiengesellschaft and its subsidiaries as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31, 2008, which were prepared in accordance with IFRS, are incorporated by reference herein in reliance upon the audit report of KPMG AG Wirtschaftsprüfungsgesellschaft (which we refer to as “KPMG” ), Marie-Curie-Strasse 30, D-60439 Frankfurt am Main, Germany, independent registered public accounting firm, given upon the authority of that firm as experts in auditing and accounting.

The audit report of KPMG refers to the fact that Deutsche Bank Aktiengesellschaft changed its accounting policy for the recognition of actuarial gains and losses related to post-employment benefits for defined benefit plans in accordance with IAS 19 “Employee Benefits” and has changed its method of accounting for certain financial assets in the year ended December 31, 2008 following the adoption of “Reclassification of Financial Assets” (Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” and IFRS 7 “Financial Instruments: Disclosures”).

BENEFIT PLAN INVESTOR CONSIDERATIONS

The Bank and some of our affiliates may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person” within the meaning of the Internal Revenue Code with respect to many employee benefit plans and perhaps certain other types of arrangements, such as individual retirement accounts. Prohibited transactions within the meaning of ERISA or the Internal Revenue Code may arise, for example, if the securities are acquired by or with the assets of a pension or other plan with respect to which the Bank or any of its affiliates is a service provider, unless those securities are acquired pursuant to an exemption from the applicable prohibited transaction rules. The assets of a pension or other plan may include assets held in certain investment funds or in the general account of an insurance company that are deemed to be “plan assets” under ERISA and the Internal Revenue Code. Any pension or other plan, or any person investing the assets of a pension or other plan, proposing to invest in the securities should read the ERISA considerations described in the relevant prospectus or pricing supplement(s) applicable to the securities being purchased and should consult with legal counsel prior to investing in the securities.

No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in an accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus, nor any sale made hereunder and thereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Deutsche Bank Aktiengesellschaft since the date hereof or that the information contained or incorporated by reference herein or therein is correct as of any time subsequent to the date of such information.

Deutsche Bank
Aktiengesellschaft

Ordinary Shares
Tradable Subscription Rights to Subscribe for Ordinary Shares
Debt Securities
Warrants
Purchase Contracts
Units
Subordinated Guarantees

Deutsche Bank Capital Funding Trust XII

Trust Preferred Securities

Deutsche Bank Capital Funding LLC XII

Company Preferred Securities

Prospectus

September 29, 2009

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Deutsche Bank Aktiengesellschaft

Under German law, a corporation may indemnify its officers, and, under certain circumstances, German labor law requires a stock corporation to do so. However, a corporation may not, as a general matter, indemnify members of the Management Board or the Supervisory Board. A German stock corporation may, however, purchase directors’ and officers’ liability insurance. The insurance may be subject to any mandatory restrictions imposed by German law. In addition, German law permits a corporation to indemnify a member of the Management Board or the Supervisory Board for attorneys’ fees incurred if such member is the successful party in a suit in a country, like the United States, where winning parties are required to bear their own costs, if German law would have required the losing party to pay the member’s attorneys’ fees had the suit been brought in Germany and for attorneys’ fees incurred in connection with other proceedings.

Members of the registrant’s Supervisory Board and Management Board and officers of the registrant are covered by customary liability insurance, including insurance against liabilities under the Securities Act.

Deutsche Bank Capital Funding Trust XII

Sections 8, 9 and 10 of the amended and restated trust agreement (included herein as Exhibit 4.2) relating to the formation of Deutsche Bank Capital Funding Trust XII provide as follows regarding indemnification:

“8. (a) The Trustees (the ‘Fiduciary Indemnified Persons’) shall not be liable, responsible or accountable in damages or otherwise to the Trust, the Sponsor, any other Trustee or any holder of the Trust Securities for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement or by law, except that the Fiduciary Indemnified Persons shall be liable for any such loss, damage or claim incurred by reason of the Fiduciary Indemnified Person’s gross negligence, bad faith or willful misconduct with respect to such acts or omissions.

(b) The Fiduciary Indemnified Persons shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any person as to matters the Fiduciary Indemnified Persons reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to holders of Trust Securities might properly be paid.

9. The Sponsor agrees, to the fullest extent permitted by applicable law,

(a) to indemnify and hold harmless each Fiduciary Indemnified Person, or any of its officers, directors, shareholders, employees, representatives or agents, from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by reason of the creation, operation or termination of the Trust in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be indemnified in respect of any loss, damage or claim incurred by the Fiduciary Indemnified Persons by reason of gross negligence, bad faith or willful misconduct with respect to such acts or omissions; and

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(b) to advance expenses (including reasonable legal fees and expenses) incurred by a Fiduciary Indemnified Person in defending any claim, demand, action, suit or proceeding, from time to time, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of an undertaking by or on behalf of such Fiduciary Indemnified Persons to repay such amount if it shall be determined that such Fiduciary Indemnified Person is not entitled to be indemnified as authorized in the preceding subsection. Promptly after receipt by a Fiduciary Indemnified Person of notice of the commencement of any action, such Fiduciary Indemnified Person will, if a claim in respect thereof is to be made against the Sponsor under this Section 9, notify the Sponsor in writing of the commencement thereof, provided that failure to give such prompt notice shall not impair the obligations of the Sponsor hereunder except to the extent that such failure to provide notice materially prejudices the Sponsor. The Sponsor shall be entitled to appoint counsel of the Sponsor’s choice at the Sponsor’s expense to represent the Fiduciary Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be satisfactory to the Fiduciary Indemnified Persons. The Sponsor will not, without the prior written consent of the Fiduciary Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Fiduciary Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

10. The provisions of Section 8 and Section 9 shall survive the termination of this Trust Agreement or the earlier resignation or removal of the Fiduciary Indemnified Persons.”

Under the amended and restated trust agreement, Deutsche Bank Capital Funding LLC XII acts as the Sponsor.

Deutsche Bank Capital Funding LLC XII

The Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 18 of the amended and restated LLC agreement (included herein as Exhibit 4.4) relating to the formation of Deutsche Bank Capital Funding LLC XII provides as follows regarding indemnification:

“18. Exculpation and Indemnification. No member of the Company or Officer shall be liable to the Company, or any other person or entity who is bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such member of the Company or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member or Officer by this Agreement, except that a member of the Company or Officer shall be liable for any such loss, damage or claim incurred by reason of such member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a member of the Company or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such member or Officer by reason of any act or omission performed or omitted by such member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member or Officer by this Agreement, except that no member of the Company or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such member or Officer by reason of willful misconduct with respect to such acts or omissions; provided , however , that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no member of the Company shall have personal liability on account thereof.”

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Exhibits

Reference is made to the Exhibit Index included herewith which is incorporated herein by reference.

Undertakings

The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however , that (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Deutsche Bank AG pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered in the post-effective amendment, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) In the case of Deutsche Bank Aktiengesellschaft, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that Deutsche Bank Aktiengesellschaft includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by Deutsche Bank Aktiengesellschaft pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

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(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned Registrant or used or referred to by such undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by or on behalf of such undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

(7) That, for purposes of determining any liability under the Securities Act, each filing of Deutsche Bank Aktiengesellschaft’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

(9) In the event that tradable subscription rights to subscribe for ordinary shares are offered to existing shareholders and any rights not taken by shareholders are reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results

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of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed subscription rights to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Germany, as of this 29 ^th day of September 2009.

DEUTSCHE BANK AKTIENGESELLSCHAFT


	By:	/s/ Dr. Josef Ackermann

Name: Dr. Josef Ackermann


	Title:	Chairman of the Management Board


	By:	/s/ Stefan Krause

Name: Stefan Krause


	Title:	Member of the Management Board

and Chief Financial Officer

The Registrant and each person whose signature appears below constitutes and appoints each of Jonathan Blake, Richard Ferguson, Joseph C. Kopec, Mathias Otto, Rainer Rauleder and Joseph Rice, any two such individuals acting together, his, her or its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him, her or it and in his, her, or its name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, any two acting together, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, any two acting together, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of this 29 ^th day of September 2009.


Signature				Title


/s/ Dr. Josef Ackermann Dr. Josef Ackermann				Chairman of the Management Board and Chief Executive Officer

/s/ Dr. Hugo B Ä nziger Dr. Hugo Bänziger				Member of the Management Board and Chief Risk Officer

/s/ Stefan Krause Stefan Krause				Member of the Management Board and Chief Financial Officer

/s/ Hermann-Josef Lamberti Hermann-Josef Lamberti				Member of the Management Board and Chief Operating Officer

/s/ Michael Cohrs Michael Cohrs				Member of the Management Board

/s/ J Ü rgen Fitschen Jürgen Fitschen				Member of the Management Board

/s/ Anshuman Jain Anshuman Jain				Member of the Management Board

/s/ Rainer Neske Rainer Neske				Member of the Management Board

/s/ Martin Edelmann Martin Edelmann				Managing Director (Principal Accounting Officer)

/s/ Peter Sturzinger Peter Sturzinger				Authorized Representative in the United States

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Germany, as of this 29 ^th day of September 2009.

DEUTSCHE BANK CAPITAL FUNDING TRUST XII

By: DEUTSCHE BANK CAPITAL FUNDING LLC XII

By: DEUTSCHE BANK AKTIENGESELLSCHAFT


	By:	/s/ Jonathan Blake

Name: Jonathan Blake


	Title:	Managing Director and holder of procuration


	By:	/s/ Marco Zimmermann

Name: Marco Zimmermann


	Title:	Director and holder of procuration

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the following capacities as of this 29 ^th day of September 2009.


Name		Title

DEUTSCHE BANK CAPITAL FUNDING LLC XII		Sponsor
By: DEUTSCHE BANK AKTIENGESELLSCHAFT, as Member


By:	/s/ Jonathan Blake

Name: Jonathan Blake


	Title:	Managing Director and holder of procuration


By:	/s/ Marco Zimmermann

Name: Marco Zimmermann


	Title:	Director and holder of procuration

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SIGNATURES

DEUTSCHE BANK CAPITAL FUNDING LLC XII

By: DEUTSCHE BANK AKTIENGESELLSCHAFT


	By:	/s/ Jonathan Blake

Name: Jonathan Blake


	Title:	Managing Director and holder of procuration


	By:	/s/ Marco Zimmermann

Name: Marco Zimmermann


	Title:	Director and holder of procuration

POWER OF ATTORNEY

The Registrant hereby constitutes and appoints Richard W. Ferguson, Joseph Rice, Jean Devlin, Helmut Mannhardt and Anjali Thadani, any two such individuals acting together, its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for it and its name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, any two acting together, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.


Name		Title

DEUTSCHE BANK AKTIENGESELLSCHAFT		Member


By:	/s/ Jonathan Blake

Name: Jonathan Blake


	Title:	Managing Director and holder of procuration


By:	/s/ Marco Zimmermann

Name: Marco Zimmermann


	Title:	Director and holder of procuration

II-9

EXHIBIT INDEX


Exhibit
Number			Description

	1	.1	Form of Distribution Agreement relating to Ordinary Shares. ⁽¹⁾
	1	.2(a)	Form of Distribution Agreement relating to Debt Securities, between Deutsche Bank AG and Deutsche Bank Securities Inc. (Global Notes, Series A). ⁽¹⁾
	1	.2(b)	Form of Distribution Agreement relating to Debt Securities, between Deutsche Bank AG and Deutsche Bank Trust Company Americas (Global Notes, Series A). ⁽¹⁾
	1	.3(a)	Form of Distribution Agreement relating to Warrants, between Deutsche Bank AG and Deutsche Bank Securities Inc. ⁽¹⁾
	1	.3(b)	Form of Distribution Agreement relating to Warrants, between Deutsche Bank AG and Deutsche Bank Trust Company Americas. ⁽¹⁾
	1	.4	Form of Distribution Agreement relating to Capital Securities. ⁽¹⁾
	1	.5	Form of Distribution Agreement relating to Rights. ⁽¹⁾
	4	.1	Senior Indenture, dated as of November 22, 2006, between Deutsche Bank AG, as Issuer, Law Debenture Trust Company of New York, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Issuing Agent and Registrar.
	4	.2	First Amended and Restated Trust Agreement of Deutsche Bank Capital Funding Trust XII dated September 24, 2009.
	4	.3	Form of Amended and Restated Trust Agreement of Deutsche Bank Capital Funding Trust XII.
	4	.4	First Amended and Restated LLC Agreement of Deutsche Bank Capital Funding LLC XII dated September 24, 2009.
	4	.5	Form of Amended and Restated LLC Agreement of Deutsche Bank Capital Funding LLC XII.
	4	.6	Form of Trust Preferred Securities Subordinated Guarantee Agreement.
	4	.7	Form of Company Preferred Securities Subordinated Guarantee Agreement.
	4	.8(a)	Form of Senior Debt Security of Deutsche Bank AG (incorporated by reference to Exhibit 4.8(a) (Fixed Rate Registered Senior Note) of Deutsche Bank AG’s registration statement on Form F-3 (No. 333-137902) and filed as Exhibit 99.3 on Report on Form 6-K on November 28, 2006).
	4	.8(b)	Form of Senior Debt Security of Deutsche Bank AG (incorporated by reference to Exhibit 4.8(b) (Floating Rate Registered Senior Note) of Deutsche Bank AG’s registration statement on Form F-3 (No. 333-137902) and filed as Exhibit 99.4 on Report on Form 6-K on November 28, 2006).
	4	.9	Form of Trust Preferred Security for Deutsche Bank Capital Funding Trust XII (included in Exhibit 4.3).
	4	.10	Form of Company Preferred Security (included in Exhibit 4.5).
	4	.11	Form of Subordinated Debt Obligation issued in connection with certain Capital Securities.
	4	.12	Form of Debt Warrant Agreement for Warrants sold attached to Debt Securities. ⁽¹⁾
	4	.13	Form of Debt Warrant Agreement for Warrants sold alone. ⁽¹⁾
	4	.14	Form of Universal Warrant Agreement dated as of November 15, 2007, between Deutsche Bank AG and Deutsche Bank Trust Company Americas, including as Exhibits I and II thereto, forms of Call Warrants and Put Warrants, respectively (incorporated by reference to Exhibit 4.14 to Deutsche Bank AG’s registration statement on Form F-3 (No. 333-137902) and filed as Exhibit 99.3 on Report on Form 6-K on November 15, 2007).
	4	.15	Form of Equity Warrant Agreement. ⁽¹⁾
	4	.16	Form of Unit Agreement. ⁽¹⁾
	4	.17	Form of Unit Certificate. ⁽¹⁾
	4	.18	Form of Put Warrant (included in Exhibit 4.14).
	4	.19	Form of Call Warrant (included in Exhibit 4.14).
	4	.20	Form of Purchase Contract (Issuer Sale). ⁽¹⁾
	4	.21	Form of Purchase Contract (Issuer Purchase). ⁽¹⁾


Exhibit
Number			Description

	4	.22	Form of Pre-Paid Purchase Contract. ⁽¹⁾
	4	.23	English Translation of the Articles of Association of Deutsche Bank Aktiengesellschaft (incorporated by reference to Exhibit 4.23 to Deutsche Bank AG’s registration statement on Form F-3 (No. 333-137902) and filed as Exhibit 99.1 on Report on Form 6-K on September 24, 2009).
	5	.1(a)	Opinion of Cleary Gottlieb Steen & Hamilton LLP.
	5	.1(b)	Form of opinion of Cleary Gottlieb Steen & Hamilton LLP.
	5	.2	Opinion of Group Legal Services of Deutsche Bank Aktiengesellschaft.
	5	.3	Opinion of Richards, Layton & Finger, P.A.
	12	.1	Statement re: Computation of Ratio of Earnings to Fixed Charges of Deutsche Bank AG for the periods ended June 30, 2009 and December 31, 2008, 2007 and 2006 included in Exhibit 99.3 on Deutsche Bank AG’s Current Report on Form 6-K filed with the SEC on July 28, 2009 and the Statement re: Computation of Ratio of Earnings to Fixed Charges of Deutsche Bank AG for the periods ended December 31, 2006, 2005 and 2004 included in Exhibit 7.1 on Deutsche Bank AG’s Annual Report on Form 20-F for the year ended December 31, 2006 filed with the SEC on March 27, 2007 are hereby incorporated by reference.
	23	.1	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
	23	.2	Consent of Group Legal Services of the Registrant (included in Exhibit 5.2).
	23	.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).
	23	.4	Consent of KPMG AG Wirtschaftsprüfungsgesellschaft.
	24	.1	Powers of Attorney (included on the signature pages to this registration statement).
	25	.1	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Law Debenture Trust Company of New York, as trustee under the senior indenture relating to Deutsche Bank Aktiengesellschaft, as issuer.
	25	.2	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the subordinated company preferred guarantee agreement in connection with the capital securities.
	25	.3	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the subordinated trust preferred guarantee agreement in connection with the capital securities.
	25	.4	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as property trustee, under the amended and restated trust agreement relating to Deutsche Bank Capital Funding Trust XII.
	25	.5	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as manager trustee, under the amended and restated LLC agreement relating to Deutsche Bank Capital Funding LLC XII.


(1)		To be filed by amendment or incorporated by reference. Deutsche Bank Aktiengesellschaft will furnish on a Form 6-K and incorporate by reference any related Form used in the future and not previously filed by means of an amendment or incorporated by reference.

Exhibit 4.1

DEUTSCHE BANK AKTIENGESELLSCHAFT

Issuer

AND

LAW DEBENTURE TRUST COMPANY OF NEW YORK
Trustee

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,
Paying Agent, Issuing Agent and Registrar

Senior Indenture

Dated as of November 22, 2006

CROSS REFERENCE SHEET ¹

Provisions of Trust Indenture Act of 1939 and Senior Indenture to be dated as of November 22, 2006, between DEUTSCHE BANK AKTIENGESELLSCHAFT, LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Issuing Agent and Registrar:


Section of the Act		Section of Indenture
310(a)(1) and (2)		6.09
310(a)(3) and (4)		Inapplicable
310(b)		6.08
		6.10(a)
		6.10(b)
		6.10(d)
310(c)		Inapplicable
312(a)		4.01 and 4.02(a)
312(b)		4.02
312(c)		4.02(b)
313(a)		4.04
313(b)(1)		Inapplicable
313(b)(2)		4.04
313(c)		4.04
313(d)		4.04
314(a)		4.03
314(b)		Inapplicable
314(c)(1) and (2)		11.05
314(c)(3)		Inapplicable
314(d)		Inapplicable
314(e)		11.05
314(f)		Inapplicable
315(a), (c) and (d)		6.01
315(b)		5.11
315(e)		5.12
316(a)(1)		5.09
316(a)(2)		Not required
316(a) (last sentence)		7.04
316(b)		5.07
317(a)		5.02
317(b)		3.04(a) and Section 3.04(b)
318(a)		11.07


¹		This Cross Reference Sheet is not part of the Indenture.

TABLE OF CONTENTS


	Page
ARTICLE 1
Definitions

Section 1.01 . Certain Terms Defined		1

ARTICLE 2
Securities

Section 2.01 . Forms Generally		7
Section 2.02 . Form of Trustee’s Certificate of Authentication		8
Section 2.03 . Amount Unlimited; Issuable in Series		8
Section 2.04 . Authentication and Delivery of Securities		11
Section 2.05 . Execution of Securities		14
Section 2.06 . Certificate of Authentication		15
Section 2.07 . Denomination and Date of Securities; Payments of Interest		15
Section 2.08 . Registration, Transfer and Exchange		16
Section 2.09 . Mutilated, Defaced, Destroyed, Lost and Stolen Securities		20
Section 2.10 . Cancellation of Securities; Disposition Thereof		21
Section 2.11 . Temporary Securities		21

ARTICLE 3
Covenants Of The Issuer

Section 3.01 . Payment of Principal and Interest		22
Section 3.02 . Offices for Payments, Etc.		23
Section 3.03 . Appointment to Fill a Vacancy in Office of Trustee		24
Section 3.04 . Paying Agents		24
Section 3.05 . Written Statement to Trustee		25
Section 3.06 . Luxembourg Publications		26

ARTICLE 4
Securityholders Lists and Reports by the Issuer and the Trustee

Section 4.01 . Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders		26
Section 4.02 . Preservation and Disclosure of Securityholders Lists		26
Section 4.03 . Reports by the Issuer		27
Section 4.04 . Reports by the Trustee		27


	Page

ARTICLE 5
Remedies of the Trustee and Securityholders on Event of Default

Section 5.01 . Event of Default Defined; Acceleration of Maturity; Waiver of Default		27
Section 5.02 . Collection Of Indebtedness By Trustee; Trustee May Prove Debt		30
Section 5.03 . Application of Proceeds		32
Section 5.04 . Suits for Enforcement		33
Section 5.05 . Restoration of Rights on Abandonment of Proceedings		33
Section 5.06 . Limitations on Suits by Securityholders		33
Section 5.07 . Unconditional Right of Securityholders to Institute Certain Suits		34
Section 5.08 . Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default		34
Section 5.09 . Control by Holders of Securities		35
Section 5.10 . Waiver of Past Defaults		35
Section 5.11 . Trustee to Give Notice of Default; But May Withhold in Certain Circumstances		36
Section 5.12 . Right of Court to Require Filing of Undertaking to Pay Costs		37

ARTICLE 6
Concerning the Trustee and Agent

Section 6.01 . Duties and Responsibilities of the Trustee and Agent; During Default; Prior to Default		37
Section 6.02 . Certain Rights of the Trustee and Agent		39
Section 6.03 . Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof		40
Section 6.04 . Trustee and Agents May Hold Securities or Coupons; Collections, Etc.		40
Section 6.05 . Monies Held by Trustee		40
Section 6.06 . Compensation and Indemnification of Trustee and Paying Agent and Their Prior Claim		40
Section 6.07 . Right of Trustee and Agent to Rely on Officers’ Certificate, Etc.		41
Section 6.08 . Indentures not Creating Potential Conflicting Interests for the Trustee or Agent		41
Section 6.09 . Persons Eligible for Appointment as Trustee		42
Section 6.10 . Resignation and Removal; Appointment of Successor Trustee		42
Section 6.11 . Acceptance of Appointment by Successor Trustee		44
Section 6.12 . Merger, Conversion, Consolidation or Succession to Business of Trustee		45


	Page
Section 6.13 . Appointment of Authenticating Agent and Calculation Agent		46

ARTICLE 7
Concerning the Securityholders

Section 7.01 . Evidence of Action Taken by Securityholders		47
Section 7.02 . Proof of Execution of Instruments and of Holding of Securities		47
Section 7.03 . Holders to be Treated as Owners		49
Section 7.04 . Securities Owned by Issuer Deemed Not Outstanding		49
Section 7.05 . Right of Revocation of Action Taken		50

ARTICLE 8
Supplemental Indentures

Section 8.01 . Supplemental Indentures Without Consent of Securityholders		50
Section 8.02 . Supplemental Indentures With Consent of Securityholders		52
Section 8.03 . Effect of Supplemental Indenture		53
Section 8.04 . Documents to be Given to Trustee		54
Section 8.05 . Notation on Securities in Respect of Supplemental Indentures		54

ARTICLE 9
Consolidation, Merger, Sale or Conveyance

Section 9.01. Successor Corporation Substituted		54

ARTICLE 10
Satisfaction and Discharge of Indenture; Unclaimed Monies

Section 10.01 . Satisfaction and Discharge of Indenture		55
Section 10.02 . Application by Trustee of Funds Deposited for Payment Of Securities		58
Section 10.03 . Repayment Of Monies Held By Paying Agent		58
Section 10.04 . Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years		58
Section 10.05 . Indemnity for U.S. Government Obligations		59

ARTICLE 11
Miscellaneous Provisions

Section 11.01 . Incorporators, Stockholders, Officers and Directors of Issuer Exempt From Individual Liability		59
Section 11.02 . Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons		60
Section 11.03 . Successors and Assigns of Issuer Bound by Indenture		60

iii


	Page
Section 11.04 . Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons		60
Section 11.05 . Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein		61
Section 11.06 . Payments Due on Saturdays, Sundays or Holidays		62
Section 11.07 . Conflict of Any Provision of Indenture With Trust Indenture Act of 1939		62
Section 11.08 . New York Law to Govern		63
Section 11.09 . Counterparts		63
Section 11.10 . Effect of Headings		63
Section 11.11 . Securities in a Non-U.S. Currency		63
Section 11.12 . Submission to Jurisdiction		64
Section 11.13 . Judgment Currency		64

ARTICLE 12
Redemption of Securities and Sinking Funds

Section 12.01 . Applicability of Article		65
Section 12.02 . Notice of Redemption; Partial Redemptions		65
Section 12.03 . Payment of Securities Called For Redemption		67
Section 12.04 . Exclusion of Certain Securities From Eligibility for Selection for Redemption		68
Section 12.05 . Mandatory and Optional Sinking Funds		68

THIS SENIOR INDENTURE, dated as of November 22, 2006 between DEUTSCHE BANK AKTIENGESELLSCHAFT (the “ Issuer ”), LAW DEBENTURE TRUST COMPANY OF NEW YORK, as trustee (the “ Trustee ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Issuing Agent and Registrar.

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “ Securities ”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the holders thereof, 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 and of the coupons, if any, appertaining thereto as follows:

ARTICLE 1
Definitions

Section 1.01 . Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting

principles, and the term “ generally accepted accounting principles ” means such accounting principles as are generally accepted with respect to the Issuer at the time of the computation under the system of accounting employed by the Issuer in its filings with the Securities Exchange Commission under the Securities Exchange Act of 1934. The words “ herein ”, “ hereof ” and “ hereunder ” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

“ Agent ” means any Registrar, Paying Agent or Issuing Agent.

“ Authenticating Agent ” shall have the meaning set forth in Section 6.13.

“ Authorized Agent ” shall have the meaning set forth in Section 11.12.

“ Authorized Newspaper ” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition), in the case of the United Kingdom, will, if practicable, be the Financial Times (London Edition) and, in the case of Luxembourg, will, if practicable, be the Luxemburger Wört) published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York, the United Kingdom or in Luxembourg, as applicable. If it shall be impractical to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

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

“ Bearer Security ” means any Security other than a Registered Security.

“ Board ” means the Management Board ( Vorstand ) of the Issuer or any committee of such Board duly authorized to act on its behalf.

“ Board Resolution ” means a copy of one or more resolutions duly adopted or consented to by the Board, or any other evidence of due corporate action under German law in full force and effect and delivered to the Trustee.

“ Business Day ” means, with respect to any Security, a day that in the city (or in any of the cities, if more than one) in which the Securities are payable, as

specified in the form of such Security, is not a day on which banking institutions are authorized or required by law, regulation or executive order to close, except as may otherwise be provided in the form of Securities.

“ Calculation Agent” has the meaning set forth in Section 6.13.

“ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

“ Corporate Trust Office ” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located in the borough of Manhattan, The City of New York.

“ Coupon ” means any interest coupon appertaining to a Security.

“ DBTCA ” means Deutsche Bank Trust Company Americas.

“ Depositary ” means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Depositary ” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “ Depositary ” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.

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

“ Event of Default ” means any event or condition specified as such in Section 5.01.

“ Holder ”, “ Holder of Securities ”, “ Securityholder ” or other similar terms mean (a) in the case of any Registered Security, the Person in whose name such Security is registered in the security register kept by the Issuer for that purpose in accordance with the terms hereof, and (b) in the case of any Bearer Security, the bearer of such Security, or any Coupon appertaining thereto, as the case may be.

“ Indenture ” means this instrument as originally executed and delivered or, as so amended or supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.

“ Interest ” means, when used with respect to non-interest bearing Securities, interest payable after maturity.

“ Issuing Agent ” means DBTCA.

“ Issuer ” means Deutsche Bank Aktiengesellschaft, a German stock corporation with limited liability, and, subject to Article Nine, its successors and assigns.

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

“ Judgment Currency ” shall have the meaning set forth in Section 11.13.

“ New York Banking Day ” shall have the meaning set forth in Section 11.13.

“ Non-U.S. Currency ” means a currency issued by the government of a country other than the United States (or any currency unit comprised of any such currencies).

“ Officers’ Certificate ” means a certificate (i) signed by any two Authorized Signatories of the Issuer and (ii) delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 11.05.

“ Opinion of Counsel ” means an opinion in writing signed by senior legal counsel of the Issuer or by such other legal counsel who may be an employee of or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 11.05.

“ original issue date ” of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“ Original Issue Discount Security ” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01.

“ Outstanding ” when used with reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except

(a) Securities theretofore cancelled by the Trustee or delivered to the Registrar for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of which monies or U.S. Government Obligations (as provided for in Section 10.01) in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer shall act as its own Paying Agent), provided, that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Securities which shall have been paid or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer).

In determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01.

“ Paying Agent ” means DBTCA, with respect to payments to be made in Dollars (or such other currency as to which DBTCA or its agent has agreed to make payments hereunder), or any person authorized by the Issuer in accordance with Section 3.04.

“ Periodic Offering ” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof

and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

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

“ principal ” whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “ and premium, if any ”.

“ record date ” shall have the meaning set forth in Section 2.07.

“ Redemption Notice Period ” shall have the meaning set forth in Section 12.02.

“ Registered Global Security ”, means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.04, and bearing the legend prescribed in Section 2.04.

“ Registered Security ” means any Security registered on the Security register of the Issuer.

“ Registrar ” shall have the meaning set forth in Section 2.08.

“ Required Currency ” shall have the meaning set forth in Section 11.13.

“ Responsible Officer ” when used with respect to any Person means the chairman of the board of directors, any vice chairman of the board of directors, the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice president, (whether or not designated by numbers or words added before or after the title “ vice president ”) the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Person customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

“ Security ” or “ Securities ” has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture.

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

“ Trustee ” means the Person identified as “ Trustee ” in the first paragraph hereof and, subject to the provisions of Article 6, shall also include any successor trustee. “ Trustee ” shall also mean or include each Person who is then a trustee hereunder and if at any time there is more than one such Person, “ Trustee ” as used with respect to the Securities of any series shall mean the trustee with respect to the Securities of such series.

“ U.S. Government Obligations ” shall have the meaning set forth in Section 10.01(a).

“ Yield to Maturity ” means the yield to maturity on a series of Securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.

ARTICLE 2
Securities

Section 2.01 . Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by one or more Board Resolutions (as set forth in a Board Resolution) or one or more Officers’ Certificates detailing such establishment or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons.

The definitive Securities and Coupons, if any, shall be printed, lithographed on security printed paper or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Section 2.02 . Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

“This is one of the Securities referred to in the within-mentioned Senior Indenture.



	as Trustee


	By:
		Authorized Officer

If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication to be borne by the Securities of each such series shall be substantially as follows:

“This is one of the Securities referred to in the within-mentioned Senior Indenture.



	as Authenticating Agent


	By:
		Authorized Officer

Section 2.03 . Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Issuer, save for those preferred by mandatory provisions of law. There shall be established in one or more Board Resolutions, in one or more Officers’ Certificates detailing such establishment or in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series:

(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;

(b) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03);

(c) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to, any Non-U.S. Currency);

(d) the date or dates on which the principal of the Securities of the series is payable (and any provisions relating to extending or shortening the date on which the principal of the Securities is payable);

(e) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

(f) the place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02);

(g) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions, including the Redemption Notice Period, upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;

(h) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(i) if other than denominations of $1,000 and any integral multiple thereof in the case of Registered Securities, or $1,000 and any integral multiple thereof in the case of Bearer Securities, the denominations in which Securities of the series shall be issuable;

(j) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

(k) if other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of such series shall be payable;

(l) if the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

(m) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to any currencies, commodities or securities of the Issuer or of other entities, a basket or baskets of those currencies, commodities or securities, or an index or indices of those currencies, commodities or securities, or interest rates, or intangibles, articles, or goods, or any other financial or economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, the manner in which such amounts shall be determined;

(n) if the Holders of the Securities of the series may convert or exchange the Securities of the series into or for securities of the Issuer or of other entities or other property (or the cash value thereof), the specific terms of and period during which such conversion or exchange may be made;

(o) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Bearer Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Bearer Securities or Registered Securities or the payment of interest thereon and, if other than as provided in Section 2.08, the terms upon which Bearer Securities of any series may be exchanged for Registered Securities of such series and vice versa;

(p) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts;

(q) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

(r) any trustees, depositaries, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such series;

(s) any other events of default or covenants with respect to the Securities of such series; and

(t) any other terms of the series.

All Securities of any one series and Coupons, if any, appertaining thereto, shall be substantially identical, except in the case of Registered Securities as to denomination and except as may otherwise be provided by the Board Resolution or Officers’ Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by such Board Resolution, such Officers’ Certificate or in any such indenture supplemental hereto.

Section 2.04 . Authentication and Delivery of Securities. The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon an Issuer Order with respect to those Securities or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. If provided for in such procedures, the authorization of the authentication and delivery of any Securities may be given pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in the case of subparagraphs 2.04(b), 2.04(c) and 2.04(d) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 6.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) shall be determined by an Issuer Order or pursuant to such procedures and (iv) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing;

(b) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities and Coupons, if any, were established;

(c) an Officers’ Certificate setting forth the form or forms and terms of the Securities and Coupons, if any, stating that the form or forms and terms of the Securities and Coupons, if any, have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and

(d) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that:

(i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture;

(ii) the terms of the Securities have been, or will be when established in accordance with such procedures as shall be referred to herein, duly authorized by the Issuer and established in conformity with the provisions of this Indenture;

(iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with

the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will have been duly issued under this Indenture and will be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and

(iv) the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the articles of association of the Issuer or any agreement or other instrument binding upon the Issuer or any of its consolidated subsidiaries that is material to the Issuer and its subsidiaries, taken as a whole, or, to the best of such counsel’s knowledge, any judgment, order or decree of any U.S. governmental body, agency or court having jurisdiction over the Issuer or any of its consolidated subsidiaries, and no consent, approval or authorization of any U.S. governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities and Coupons, if any.

In rendering such opinions, such counsel may make such exceptions and qualifications as are reasonably acceptable to the Trustee, in particular, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that

such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise.

If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee, as custodian for the Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Section 2.05 . Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by any two Authorized Signatories of the Issuer authorized to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. Minor errors or defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any of the Securities or Coupons, if any, pursuant to his or her authorization to do so, shall cease to be such officer, or such authorization shall be withdrawn, before the Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security or Coupon had not ceased to be such officer or the authorization to sign such

Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Issuer by any two persons as, at the actual date of the execution of such Security or Coupon, shall be authorized by the Issuer to do so, although at the date of the execution and delivery of this Indenture any such person was not so authorized.

Section 2.06 . Certificate of Authentication. 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. No Coupon shall be entitled to the benefits of this Indenture or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

Section 2.07 . Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or Bearer Securities in denominations established as contemplated by Section 2.03 or, with respect to the Registered Securities of any series, if not so established, in denominations of $1,000 and any integral multiple thereof. If denominations of Bearer Securities of any series are not so established, such Securities shall be issuable in denominations of $1,000 and any integral multiple thereof. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof.

Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated as provided in the Board Resolutions or Officer’s Certificate of the Issuer referred to in Section 2.03. The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated by Section 2.03.

The Person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for

such series, in which case such defaulted interest shall be paid to the Persons in whose names Outstanding Registered Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of Registered Securities not less than 15 days preceding such subsequent record date. The term “ record date ” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, if such interest payment date is the first day of a calendar month, the fifteenth day of the immediately preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

Section 2.08 . Registration, Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of such series and the registration of transfer of Registered Securities of such series. The Issuer hereby appoints DBTCA as the registrar for the purpose of registering the Registered Securities and transfers of such Registered Securities in the register as provided herein (“ Registrar ”). Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount.

Bearer Securities (except for any temporary global Bearer Securities) and Coupons (except for Coupons attached to any temporary global Bearer Securities) shall be transferable by delivery.

At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series having

authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.03, at the option of the Holder thereof, Bearer Securities of any series may be exchanged for Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Bearer Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02, with, in the case of Bearer Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Bearer Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.03, such Bearer Securities may be exchanged for Bearer Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Bearer Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 or as specified pursuant to Section 2.03, with, in the case of Bearer Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Securities of any series may not be exchanged for Bearer Securities of such series. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer.

All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days immediately preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased.

Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities.

The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in

definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities.

If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

(i) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

(ii) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (i) above.

Upon the exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Security shall be cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this Section 2.08 shall be registered in such nominee names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Notwithstanding anything herein or in the terms of any series of Securities to the contrary, none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any of which, other than the Issuer, shall rely on an Officers’ Certificate and an Opinion of Counsel) shall be required to exchange any Bearer Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Issuer (such as, for example, the inability of the Issuer to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Bearer Securities) under then applicable United States Federal income tax laws.

Section 2.09 . Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security or any Coupon appertaining to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or stolen Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a substitute Security or Coupon shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof and in the case of mutilation or defacement shall surrender the Security and related Coupons to the Trustee or such agent.

Upon the issuance of any substitute Security or Coupon, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or its agent) connected therewith. In case any Security or Coupon which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same or the relevant Coupon (without surrender thereof except in the case of a mutilated or defaced Security or Coupon), if the applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may

require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security or Coupon is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities or Coupons of such series duly authenticated and delivered hereunder. All Securities and Coupons shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and Coupons and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.10 . Cancellation of Securities; Disposition Thereof. All Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee or any agent of the Trustee, shall be delivered to the Trustee or its agent for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee or its agent shall dispose of cancelled Securities and Coupons held by it and deliver a certificate of disposition to the Issuer. If the Issuer or its agent shall acquire any of the Securities or Coupons, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities or Coupons unless and until the same are delivered to the Trustee or its agent for cancellation.

Section 2.11 . Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities without Coupons, or as Bearer Securities with or without Coupons attached thereto, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be

determined by the Issuer with the concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary Registered Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02 and, in the case of Bearer Securities, at any agency maintained by the Issuer for such purpose as specified pursuant to Section 2.03, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series having authorized denominations and, in the case of Bearer Securities, having attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to Section 2.03. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of temporary Bearer Securities of any series that may be established pursuant to Section 2.03 (including any provision that Bearer Securities of such series initially be issued in the form of a single global Bearer Security to be delivered to a depositary or agency located outside the United States and the procedures pursuant to which definitive or global Bearer Securities of such series would be issued in exchange for such temporary global Bearer Security).

ARTICLE 3
Covenants Of The Issuer

Section 3.01 . Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in the Coupons, if any, appertaining thereto and in this Indenture. The interest on Securities with Coupons attached (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Bearer Security provides that interest thereon may be paid while such Security is in temporary form, the interest on any such temporary

Bearer Security (together with any additional amounts payable pursuant to the terms of such Security) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Securities for notation thereon of the payment of such interest, in each case subject to any restrictions that may be established pursuant to Section 2.03. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the registry books of the Issuer.

Section 3.02 . Offices for Payments, Etc. So long as any Registered Securities are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where the Registered Securities of each series may be presented for payment, where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of each series may be presented for registration of transfer as in this Indenture provided.

The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Bearer Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment. No payment on any Bearer Security or Coupon will be made upon presentation of such Bearer Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Bearer Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Bearer Securities is illegal or effectively precluded by exchange controls or other similar restrictions.

The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in

respect of the Securities of any series, the Coupons appertaining thereto or this Indenture may be served.

The Issuer will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location of any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee.

The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided , however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Section 3.03 . Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.

Section 3.04 . Paying Agents. Whenever the Issuer shall appoint a Paying Agent other than the Trustee or DBTCA in its capacity as Paying Agent hereunder with respect to the Securities of any series (the “ Paying Agent ”), it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section,

(a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series, or Coupons appertaining thereto, if any, or of the Trustee,

(b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the

principal of or interest on the Securities of such series when the same shall be due and payable, and

(c) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in clause 3.04(b) above.

The Issuer will, on or prior to 10 A.M. New York City time on each due date of the principal of or interest on the Securities of such series, deposit with the Paying Agent a sum sufficient to pay such principal or interest so becoming due, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action.

If the Issuer shall act as its own Paying Agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series or the Coupons appertaining thereto a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.

Anything in this Section to the contrary notwithstanding, but subject to Section 10.01, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

The Issuer hereby appoints DBTCA to act as the initial Paying Agent with respect to the Securities.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03 and 10.04.

Section 3.05 . Written Statement to Trustee. The Issuer will furnish to the Trustee on or before March 31 in each year (beginning with March 31, 2007) a brief certificate that complies with the requirements of the Trust Indenture Act of 1939 (which need not comply with Section 11.05) from the principal executive, financial or accounting officer of the Issuer stating that in the course of the performance by the signer of his duties as an officer of the Issuer he would normally have knowledge of any default or non-compliance by the Issuer in the

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

Section 3.06 . Luxembourg Publications. In the event of the publication of any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.02, 10.04, 12.02 or 12.05, the Issuer making such publication in the Borough of Manhattan, The City of New York and London shall also, to the extent that notice is required to be given to Holders of Securities of any series by applicable Luxembourg law or stock exchange regulation, as evidenced by an Officers’ Certificate delivered to such party, make a similar publication in Luxembourg.

ARTICLE 4
Securityholders Lists and Reports by the Issuer and the Trustee

Section 4.01 . Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Issuer will furnish or cause to be furnished to the Trustee, upon the Trustee’s request, a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Registered Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939:

(a) semi-annually not more than 15 days after each record date for the payment of interest on such Registered Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing Registered Securities in each year, and

(b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished.

Section 4.02 . Preservation and Disclosure of Securityholders Lists . (a) DBTCA shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities contained in the most recent list furnished to it as provided in Section 4.01. The Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with respect to the Indenture or the Securities are as provided by the Trust Indenture Act of 1939.

(c) Neither the Issuer nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act of 1939.

Section 4.03 . Reports by the Issuer. The Issuer covenants to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports that the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939, provided, that (i) any failure by the Issuer to comply with this provision or, to the extent automatically deemed to be included in this Indenture, Section 314(a) of the Trust Indenture Act of 1939, shall not constitute an Event of Default for purposes of any remedy set forth in Section 5.01 or that otherwise gives right to accelerate of declare any Security issued hereunder due and payable, and (ii) only the Trustee may institute a legal proceeding against the Issuer to enforce the foregoing delivery obligation. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Section 4.04 . Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before January 15 in each year beginning January 15, 2007, as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 days prior thereto.

ARTICLE 5
Remedies of the Trustee and Securityholders on Event of Default

Section 5.01 . Event of Default Defined; Acceleration of Maturity; Waiver of Default. “ Event of Default ” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of principal, interest or premium in respect of the Securities for 30 days; or

(b) the failure to perform or observe any other obligations under the Securities which failure continues for the period of 60 days next following service on the Issuer of notice requiring the same to be remedied by the Trustee or Holders of 33 ¹ / 3 % or more in aggregate principal amount of the Securities of all series affected thereby; provided , that (i) any failure to perform or observe any obligation under Section 4.03 or, to the extent automatically deemed to be included in this Indenture, Section 3.14(a) of the Trust Indenture Act of 1939, shall not constitute an Event of Default for purposes of any remedy set forth in this Section 5.01 or that otherwise gives a right to accelerate or declare any Security issued hereunder due and payable, and (ii) only the Trustee may institute a legal proceeding against the Issuer to enforce the foregoing delivery obligations; or

(c) a court in Germany opens insolvency proceedings against the Issuer or the Issuer applies for or institutes such proceedings or offers or makes an arrangement for the benefit of its creditors generally; or

(d) any other Event of Default provided in the supplemental indenture, Officer’s Certificate or Board Resolution under which such series of Securities is issued;

If an Event of Default described in clauses (a), (b) or (d) above (if the Event of Default under clauses (b) or (d) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, except for any series the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 33 ¹ / 3 % in aggregate principal amount of the Securities of all series affected thereby then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such affected series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses (b) or (d) above (if the Event of Default under clauses (b) or (d) is with respect to all series of Securities at the time Outstanding), or clause (c) above occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 33 ¹ / 3 % in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in

writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of each such series (or of all the Securities, as the case may be) then Outstanding (in each case treated as one class), by written notice to the Issuer and to the Trustee, may waive all defaults with respect to each such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal

amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section 5.02 . Collection Of Indebtedness By Trustee; Trustee May Prove Debt. If an Event of Default with respect to Securities of any series 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 the Securities of such series due and unpaid, or to enforce the performance of any provision of the Securities of such series or this 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 the Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon the Securities, wherever situated, the monies adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state or non-U.S. bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of its negligence or bad faith) and of the Securityholders allowed in

any judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the Issuer or such other obligor,

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and

(iii) to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to such Securities, may be enforced by the Trustee without the possession of any of the Securities of such series or Coupons appertaining to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities or Coupons appertaining to such Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities or Coupons appertaining to such Securities parties to any such proceedings.

Section 5.03 . Application of Proceeds. Any monies collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such monies on account of principal or interest, upon presentation of the several Securities and Coupons appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:


FIRST:		To the payment of costs and expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee, Agent and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee, Agent and each predecessor Trustee except as a result of negligence or bad faith;

SECOND:		In case the principal of the Securities of such series in respect of which monies have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the Holders of Securities, without discrimination or preference;

THIRD:		In case the principal of the Securities of such series in respect of which monies have been collected shall have become and shall be then due and payable, to the payment


		of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such monies shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installments of interest over any other installments of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and

FOURTH:		To the payment of the remainder, if any, to the Issuer or any other Person lawfully entitled thereto.

Section 5.04 . Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 5.05 . Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

Section 5.06 . Limitations on Suits by Securityholders. No Holder of any Security of any series or of any Coupon appertaining thereto shall have any right

by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than a majority in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series and Coupons appertaining to such Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 5.07 . Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security or Coupon to receive payment of the principal of and interest on such Security or Coupon on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 5.08 . Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to

every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Holder of Securities or Coupons to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 5.06, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of Securities or Coupons may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of Securities or Coupons.

Section 5.09 . Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 6.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Section 5.10 . Waiver of Past Defaults. Prior to the acceleration of the maturity of any Securities as provided in Section 5.01, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding with respect to which an Event of Default shall have occurred and be

continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default or Event of Default described in Section 5.01 and its consequences, except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 5.11 . Trustee to Give Notice of Default; But May Withhold in Certain Circumstances. The Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series known to the Trustee (i) if any Bearer Securities of a series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term “ defaults ” for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the payment of the principal of or interest on any of the Securities of such series, or in the payment of any sinking fund installments on such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series.

Section 5.12 . Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to or arising under Section 5.01(b)or Section 5.01(d) (if the suit relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Securities then Outstanding and affected thereby, or in the case of any suit relating to or arising under Section 5.01(b) or 5.01(d) (if the suit under Section 5.01(b) or Section 5.01(d) relates to all the Securities then Outstanding) or Section 5.01(c), 10% in aggregate principal amount of all Securities then Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any Security on or after the due date expressed in such Security or any date fixed for redemption.

ARTICLE 6
Concerning the Trustee and Agent

Section 6.01 . Duties and Responsibilities of the Trustee and Agent; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee and Agent, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the Trustee or Agent from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that

(a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee and Agent with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee and Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee or Agent; and

(ii) in the absence of bad faith on the part of the Trustee or Agent, the Trustee and Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee or Agent and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee or Agent, the Trustee or Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;

(b) the Trustee or Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or Agent, unless it shall be proved that the Trustee or Agent was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee or Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

The provisions of this Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.

Section 6.02 . Certain Rights of the Trustee and Agent. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 6.01:

(a) the Trustee and Agent may rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;

(c) the Trustee or Agent may consult with counsel and any written advice or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel;

(d) the Trustee or Agent shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee or Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby;

(e) the Trustee or Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee or Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee

or Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or Agent, not reasonably assured to the Trustee or Agent by the security afforded to it by the terms of this Indenture, the Trustee or Agent may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or Agent or any predecessor Trustee or Agent, shall be repaid by the Issuer upon demand; and

(g) the Trustee or Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee or Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

Section 6.03 . Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. Neither Trustee nor Agent makes any representation as to the validity or sufficiency of this Indenture or of the Securities or Coupons. Neither Trustee nor Agent shall be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.

Section 6.04 . Trustee and Agents May Hold Securities or Coupons; Collections, Etc. The Trustee, Agent or any agent of the Issuer or the Trustee or Agent, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not the Trustee or Agent or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee, Agent or such other agent of the Issuer or the Trustee.

Section 6.05 . Monies Held by Trustee. Subject to the provisions of Section 10.04 hereof, all monies received by the Trustee or Paying Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor Paying Agent nor any agent of the Issuer the Trustee or Paying Agent shall be under any liability for interest on any monies received by it hereunder.

Section 6.06 . Compensation and Indemnification of Trustee and Paying Agent and Their Prior Claim. The Issuer covenants and agrees to pay to the

Trustee and Agent from time to time, and the Trustee and Agent shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee, Agent and each predecessor Trustee and Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee, Agent and each predecessor Trustee and Agent and all of their respective officers, directors and employees, for and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee, Agent and each predecessor Trustee and Agent and to pay or reimburse the Trustee, Agent and each predecessor Trustee and Agent for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee or Agent as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim.

Section 6.07 . Right of Trustee and Agent to Rely on Officers’ Certificate, Etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts of this Indenture the Trustee or Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee or Agent, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee or Agent, and such certificate, in the absence of negligence or bad faith on the part of the Trustee or Agent, shall be full warrant to the Trustee or Agent for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 6.08 . Indentures not Creating Potential Conflicting Interests for the Trustee or Agent. The following indenture is hereby specifically described for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture with respect to the Securities of any other series.

Section 6.09 . Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $5,000,000, and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority. Such corporation shall have a place of business in the Borough of Manhattan, The City of New York if there be such a corporation in such location willing to act upon reasonable and customary terms and conditions. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10.

The provisions of this Section 6.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939.

Section 6.10 . Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and (i) if any Bearer Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by two Authorized Signatories, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or

trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.09 of this Indenture and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or

(iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by Authorized Signatories of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any Security holder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.01 of the action in that regard taken by the Securityholders.

(d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.

Section 6.11 . Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.04, pay over to the successor trustee all monies at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06.

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing

herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09.

Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall give notice thereof (i) if any Bearer Securities of a series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.

Section 6.12 . Merger, Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the

certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided , that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 6.13 . Appointment of Authenticating Agent and Calculation Agent. As long as any Securities of a series remain Outstanding, the Trustee may, by an instrument in writing, appoint with the approval of the Issuer an authenticating agent (the “ Authenticating Agent ”) which shall be authorized to act on behalf of the Trustee to authenticate Securities, including Securities issued upon exchange, registration of transfer, partial redemption or pursuant to Section 2.09. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Whenever reference is made in this Indenture to the authentication and delivery of Securities of any series by the Trustee or to the Trustee’s Certificate of Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent for such series and a Certificate of Authentication executed on behalf of the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000 (determined as provided in Section 6.09 with respect to the Trustee) and subject to supervision or examination by Federal or State authority.

Any corporation into which any Authenticating Agent may be merged or converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer.

Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.13 with respect to one or more series of Securities, the Trustee shall upon receipt of an Issuer Order appoint a successor Authenticating Agent and the Issuer shall provide notice of such appointment to all Holders of Securities of such series in the manner and to the extent provided in Section 11.04. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. The Issuer agrees to pay to the Authenticating Agent for such series from time to time reasonable compensation. The Authenticating Agent for the Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee.

Sections 6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to any Authenticating Agent.

The Issuer may, by a separate agreement, appoint a calculation agent (“ Calculation Agent ”) with respect to one or more series of Securities.

ARTICLE 7
Concerning the Securityholders

Section 7.01 . Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.

Section 7.02 . Proof of Execution of Instruments and of Holding of Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument by a Securityholder or his agent or proxy may be proved in the following manner:

(a) The fact and date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the person executing such instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the person executing the same. The fact of the holding by any Holder of an Bearer Security of any series, and the identifying number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security of such series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Securities of one or more series specified therein. The holding by the Person named in any such certificate of any Bearer Securities of any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities shall be produced, or (2) the Security of such series specified in such certificate shall be produced by some other Person, or (3) the Security of such series specified in such certificate shall have ceased to be Outstanding. Subject to Sections 6.01 and 6.02, the fact and date of the execution of any such instrument and the amount and numbers of Securities of any series held by the Person so executing such instrument and the amount and numbers of any Security or Securities for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any other manner which the Trustee for such series may deem sufficient.

(b) In the case of Registered Securities, the ownership of such Securities shall be proved by the Security register or by a certificate of the Security registrar.

The Issuer may set a record date for purposes of determining the identity of Holders of Registered Securities of any series entitled to vote or consent to any action referred to in Section 7.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding

any other provisions hereof, with respect to Registered Securities of any series, only Holders of Registered Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent.

Section 7.03 . Holders to be Treated as Owners. The Issuer, the Trustee, Agent and any agent of the Issuer or the Trustee may deem and treat the Person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder of any Bearer Security and the Holder of any Coupon as the absolute owner of such Bearer Security or Coupon (whether or not such Bearer Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Security or Coupon.

Section 7.04 . Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision

made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described Persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

Section 7.05 . Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.

ARTICLE 8
Supplemental Indentures

Section 8.01 . Supplemental Indentures Without Consent of Securityholders. The Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;

(b) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 9;

(c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided , that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Securities or Coupons;

(e) to establish 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; and

(f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11.

The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 8.02.

Section 8.02 . Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 7) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when authorized by a resolution of its Board (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series or of the Coupons appertaining to such Securities; provided , that no such supplemental indenture shall (a) (i) change the final maturity of any Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or change the time of payment of interest thereon, (iv) reduce any amount payable on redemption thereof, (v) make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities and Coupons or in accordance with the terms thereof, (vi) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or Coupons or in accordance with the terms thereof, (vii) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, (viii) modify or amend any provisions relating to the conversion or exchange of the Securities or Coupons for securities of the Issuer or of other entities or other property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into which the Securities shall be converted or exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Securities or Coupons or otherwise in accordance with the terms thereof, (ix) alter the provisions of Section 11.11 or 11.13 or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights

of Holders of Securities of such series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the Coupons appertaining to such Securities.

Upon the request of the Issuer, and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities as aforesaid and other documents, if any, required by Section 7.01, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof (i) if any Bearer Securities of a series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice thereof by first class mail to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 8.03 . Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced

hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 8.04 . Documents to be Given to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with the applicable provisions of this Indenture.

Section 8.05 . Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

ARTICLE 9
Consolidation, Merger, Sale or Conveyance

Section 9.01. Successor Corporation Substituted . 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. 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 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.

In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

ARTICLE 10
Satisfaction and Discharge of Indenture; Unclaimed Monies

Section 10.01 . Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than monies repaid by the Trustee or any Paying Agent to the Issuer in accordance with Section 10.04) or, in the case of any series

of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“ U.S. Government Obligations ”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided , that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

(b) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making

the deposit referred to in clause (i) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in clause (i) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (1) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer under Section 3.02) and the Trustee, at the expense of the Issuer, shall at the Issuer’s request, execute proper instruments acknowledging the same, if

(i) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;

(ii) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound;

(iii) the Issuer has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there

has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and

(iv) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with.

Section 10.02 . Application by Trustee of Funds Deposited for Payment Of Securities. Subject to Section 10.04, all monies deposited with the Trustee (or other trustee) pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent), to the Holders of the particular Securities of such series and of Coupons appertaining thereto for the payment or redemption of which such monies have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law.

Section 10.03 . Repayment Of Monies Held By Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all monies then held by any Paying Agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

Section 10.04 . Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years. Any monies deposited with or paid to the Trustee or any Paying Agent for the payment of the principal of or interest on any Security of any series or Coupons attached thereto and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such Paying Agent, and the Holder of the Securities of such series and of any Coupons appertaining thereto shall, unless otherwise required by

mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any Paying Agent with respect to such monies shall thereupon cease; provided , however, that the Trustee or such Paying Agent, before being required to make any such repayment with respect to monies deposited with it for any payment (a) in respect of Registered Securities of any series, shall at the expense of the Issuer, mail by first-class mail to Holders of such Securities at their addresses as they shall appear on the Security register, and (b) in respect of Bearer Securities of any series, shall at the expense of the Issuer either give through the customary notice provisions of the clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in London (and if required by Section 3.06, once in an Authorized Newspaper in Luxembourg), notice, that such monies remain and that, after a date specified therein, which shall not be less than thirty days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 10.05 . Indemnity for U.S. Government Obligations. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 10.01 or the principal or interest received in respect of such obligations.

ARTICLE 11
Miscellaneous Provisions

Section 11.01 . Incorporators, Stockholders, Officers and Directors of Issuer Exempt From Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the Coupons appertaining thereto.

Section 11.02 . Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons. Nothing in this Indenture, in the Securities or in the Coupons appertaining thereto, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the Securities or Coupons, if any, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities or Coupons, if any.

Section 11.03 . Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 11.04 . Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities or Coupons to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail or by overnight delivery (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to Deutsche Bank Americas, c/o Office of the Secretary, 60 Wall Street, Mail Stop NYC60-4006, New York, NY 10005, Attention: Corporate Secretary. Any notice, direction, request or demand by the Issuer or any Holder of Securities or Coupons to or upon the Trustee shall be deemed to have been sufficiently given or served by being deposited postage prepaid, first-class mail or by overnight delivery (except as otherwise specifically provided herein) addressed (until another address of the Trustee is filed by the Trustee with the Issuer) to Law Debenture Trust Company of New York, 767 Third Avenue, New York, New York 10017, United States of America, Attention: Boris Treyger.


If to the Paying Agent or Registrar:		Deutsche Bank Trust Company Americas
		60 Wall Street, 27 ^th Floor
		Mail Stop: NYC60-2710
		New York, NY 10005
		Attention: Trust & Securities Service

with a copy to :		Deutsche Bank National Trust Company
		Attention: Trust & Securities Services
		25 DeForest Avenue
		Mail Stop: SUJ01-0105
		Summit, NJ 07901

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

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

Section 11.05 . Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to

whether or not, in the opinion of such person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.

Section 11.06 . Payments Due on Saturdays, Sundays or Holidays. Unless otherwise provided in Securities of a series, if the date of maturity of interest on or principal of the Securities of any series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security or Coupon shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

Section 11.07 . Conflict of Any Provision of Indenture With Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “ incorporated provision ”) included in this Indenture by operation of,

Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control.

Section 11.08 . New York Law to Govern. This Indenture and each Security and Coupon 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.

Section 11.09 . Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 11.10 . Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.11 . Securities in a Non-U.S. Currency. Unless otherwise specified in an Officers’ Certificate delivered pursuant to Section 2.03 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes of this Section 11.11, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Issuer shall appoint a foreign exchange agent to calculate, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question, or such other quotations as such foreign exchange agent shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture including without limitation any determination contemplated in Section 5.01(b).

All decisions and determinations regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Issuer and all Holders.

Section 11.12 . Submission to Jurisdiction. The Issuer agrees that any legal suit, action or proceeding arising out of or based upon this Indenture may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding. The Issuer has appointed Deutsche Bank Americas Holding Corp., c/o Office of the Secretary, 60 Wall Street, Mail Stop NYC60-4006, New York, New York 10005, Attention: Peter Sturzinger as its authorized agent (the “ Authorized Agent ”) upon which process may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York and the Issuer expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable unless and until a successor authorized agent, located or with an office in the Borough of Manhattan, City and State of New York, shall have been appointed by the Issuer and such appointment shall have been accepted by such successor authorized agent. The Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer.

Section 11.13 . Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series (the “ Required Currency ”) into a currency in which a judgment will be rendered (the “ Judgment Currency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required

Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “ New York Banking Day ” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

ARTICLE 12
Redemption of Securities and Sinking Funds

Section 12.01 . Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series.

Section 12.02 . Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books at least 30 days and not more than 60 days prior to the date fixed for redemption, or within such other redemption notice period as has been designated for any Securities of such series pursuant to Section 2.03 or 2.04 (the “ Redemption Notice Period ”). Notice of redemption to the Holders of Bearer Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee within two years preceding such notice of redemption, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 and not more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the

Issuer, the Trustee shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Bearer Securities shall be published by the Issuer in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by Section 3.06, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 nor more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period; provided that notice to Holders of Bearer Securities held only in global form 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 such Bearer Securities are owned. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify, the principal amount of each Security of such series held by such Holder to be redeemed, the CUSIP number, the date fixed for redemption, the redemption price (or if not then ascertainable, the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer.

On or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more Paying Agents (or, if the Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of

money or other property sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Issuer will deliver to the Trustee at least 45 days prior to the date fixed for redemption or no more than 60 days prior to the first day of any applicable Redemption Notice Period an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate stating that such restriction has been complied with.

If less than all the Securities of a series are to be redeemed, the Registrar shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Registrar shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section 12.03 . Payment of Securities Called For Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as provided in Sections 6.05 and 10.04, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the

applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with Coupons attached thereto, to the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security.

If any Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon presentation of any Security other than a Registered Global Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

Section 12.04 . Exclusion of Certain Securities From Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.

Section 12.05 . Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “ mandatory sinking fund payment ”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “ optional sinking fund payment ”. The date on which a sinking fund payment is to be made is herein referred to as the “ sinking fund payment date ”.

In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

On or before the 60th day immediately preceding each sinking fund payment date or the 30th day immediately preceding the last day of any applicable Redemption Notice Period relating to a sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officers’ Certificate (which need not contain the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day or 30th day, if applicable, to deliver such Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to

deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Non-U.S. Currency) or a lesser sum in Dollars (or the equivalent thereof in any Non-U.S. Currency) if the Issuer shall so request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Non-U.S. Currency) or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof in any Non-U.S. Currency) is available. The Trustee shall select, in the manner provided in Section 12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date or at least 30 days prior to the last day of any applicable Redemption Notice Period relating to a sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund monies held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other monies, if necessary, sufficient for the purpose, to the

payment of the principal of, and interest on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund monies or give any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where notice of redemption of any Securities shall theretofore have been given, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any monies in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any monies thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 5 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 5.10 or the default cured on or before the 60th day preceding the sinking fund payment date in any year, such monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of November 22, 2006.


DEUTSCHE BANK AKTIENGESELLSCHAFT
By:	/s/ Knut Pohlen
	Name:	Knut Pohlen
	Title:	Managing Director

By:	/s/ PJ Littler
	Name:	PJ Littler
	Title:	Director

LAW DEBENTURE TRUST COMPANY OF NEW YORK, TRUSTEE
By:	/s/ Boris Treyger
	Name:	Boris Treyger
	Title:	Assistant Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Issuing Agent and Registrar
By:	/s/ Wanda Carnacho
	Name:	Wanda Carnacho
	Title:	Vice President

By:	/s/ Richard L. Buckwalter
	Name:	Richard L. Buckwalter
	Title:	Vice President


STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On this 22 day of November, 2006 before me personally came Boris Tryger , to me personally known, who, being by me duly sworn, did depose and say that he resides at 83 Robin Ct, SI, NY ; that he is a AVP of Law Debenture Trust Company of New York, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of said corporation.

[NOTARIAL SEAL]



	/s/ Jasmine Marrero
	Notary Public

Exhibit 4.2

AMENDED AND RESTATED TRUST AGREEMENT
OF
DEUTSCHE BANK CAPITAL FUNDING TRUST XII

AMENDED AND RESTATED TRUST AGREEMENT of Deutsche Bank Capital Funding Trust XII, dated as of September 24, 2009, among DEUTSCHE BANK CAPITAL FUNDING LLC XII, a Delaware limited liability company (the “Sponsor”), and THE BANK OF NEW YORK, a New York banking corporation (the “Property Trustee”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation (the “Delaware Trustee”), as trustees (together with such other trustees as the Sponsor may, from time to time, appoint hereunder, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

WHEREAS, the Sponsor, the Property Trustee and the Delaware Trustee entered into a Trust Agreement of the Trust (as defined below), dated as of April 24, 2008 (the “Original Trust Agreement”);

WHEREAS, the Sponsor, the Property Trustee and the Delaware Trustee wish to amend and restate the Original Trust Agreement;

NOW, THEREFORE, the Sponsor, the Property Trustee and the Delaware Trustee hereby agree that the Original Trust Agreement shall be amended and restated as follows:

1. The trust created and continued hereby (the “Trust”) shall be known as “Deutsche Bank Capital Funding Trust XII,” in which name the Trustees, or the Sponsor to the extent provided herein, may engage in the transactions contemplated hereby may conduct the business of the Trust, make and execute contracts, and sue and be sued on behalf of the Trust.

2. Pursuant to the Original Trust Agreement, the Sponsor assigned, transferred, conveyed and set over to the Property Trustee the sum of $10. Pursuant to the Original Trust Agreement, the Property Trustee acknowledged receipt of such amount in trust from the Sponsor, which amount shall constitute the initial trust estate. The Sponsor shall be the initial beneficial owner of the Trust. The Property Trustee hereby declares that it will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the Trust. The Trustees are hereby authorized, empowered and directed to execute and file a certificate of trust in the office of the Secretary of State of the State of Delaware in the form attached hereto. The Trust is hereby established by the Sponsor and the Trustees for the exclusive purpose of (i) issuing, offering and selling trust preferred securities (“Trust Preferred Securities”) representing undivided beneficial interests in the assets of the Trust in exchange for cash and investing the proceeds thereof in Class B preferred securities of the Sponsor, (ii) issuing and selling common securities (“Common Securities” and, together with the Trust Preferred Securities, “Trust Securities”) representing undivided beneficial interests in the assets of the

Trust in exchange for cash and investing the proceeds thereof in additional Class B preferred securities of the Sponsor and (iii) engaging in such other activities as are necessary, convenient or incidental thereto, including, without limitation, the activities contemplated in Section 5 hereof.

3. Concurrent with the first issuance of any Trust Securities by the Trust, the Sponsor and the Trustees intend to enter into an amended and restated trust agreement (the “Amended and Restated Trust Agreement”), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust Preferred Securities and the Common Securities referred to therein. Prior to the execution and delivery of such Amended and Restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate other than (i) the execution of the Certificate of Trust and (ii) the receipt and holding in trust of $10 as the initial trust estate. The Sponsor, as agent for the Trust pursuant to Section 3806(b)(7) of the Statutory Trust Act, and the Trustees shall take any and all action on behalf of the Trust prior to the execution and delivery of the Amended and Restated Trust Agreement as may be necessary to obtain any licenses, consents or approvals as required by applicable law or otherwise, and to take the actions contemplated by paragraph 5 hereof.

4. The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the other Trustees. The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that, to the fullest extent permitted by applicable law, such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement.

5. The Trust hereby authorizes and directs the Sponsor, as the sponsor of the Trust, (i) to prepare or cause the preparation of, and, if required, to file with the U.S. Securities Exchange Commission, a prospectus or other offering materials relating to the offering of the Trust Preferred Securities pursuant to a registration statement or in a transaction that is exempt from registration under the U.S. Securities Act of 1933, as amended; (ii) to prepare or cause the preparation of and to file with the New York Stock Exchange, Inc. or any other national stock exchange or The Nasdaq National Market or any foreign stock exchange (each, an “Exchange”) and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Trust Preferred Securities to be listed on any of the Exchanges; (iii) to prepare or cause the preparation of and to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Trust Preferred Securities under the

securities or blue sky laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver on behalf of the Trust any and all letters or documents to, or instruments for filing with, a depository relating to the Trust Preferred Securities of the Trust; (v) to negotiate and execute on behalf of the Trust one or more underwriting or placement agreements relating to the offer and sale of the Trust Preferred Securities; and (vi) undertake any other action necessary or convenient to issue the Trust Preferred Securities permitted under the Statutory Trust Act. In the event that any filing referred to in clauses (ii) or (iii) above is required by the rules and regulations of the New York Stock Exchange Inc., or The Nasdaq National Market or state securities or blue sky laws to be executed on behalf of the Trust by the Trustees, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the New York Stock Exchange Inc., or The Nasdaq National Market or state securities or blue sky laws.

6. The number of Trustees initially shall be two (2) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of Trustees; provided, however, that the number of Trustees shall in no event be less than one (1); and provided, further, however, that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and meets any other requirements imposed by applicable law. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty (30) days prior notice to the Sponsor provided that its office shall only terminate if there is at least one (1) remaining Trustee satisfying the requirements of this Trust Agreement or if a successor trustee has been appointed.

7. The recitals contained in this Trust Agreement shall be taken as statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Trust Agreement.

8. (a) The Trustees (the “Fiduciary Indemnified Persons”) shall not be liable, responsible or accountable in damages or otherwise to the Trust, the Sponsor, any other Trustee or any holder of the Trust Securities for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement or by law, except that the Fiduciary Indemnified Persons shall be liable for any such loss, damage or claim incurred by reason of the Fiduciary Indemnified Person’s gross negligence, bad faith or willful misconduct with respect to such acts or omissions.

9. The Sponsor agrees, to the fullest extent permitted by applicable law,

10. The provisions of Section 8 and Section 9 shall survive the termination of this Trust Agreement or the earlier resignation or removal of the Fiduciary Indemnified Persons.

11. The Trust may terminate without issuing any Trust Securities at the election of the Sponsor

12. This Trust Agreement may be executed in one or more counterparts.

13. This Trust Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to the principles of conflict of laws.

[ signature page follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed as of the day and year first above written.


DEUTSCHE BANK CAPITAL FUNDING LLC XII, as Sponsor BY: Deutsche Bank AG, as Member of the Sponsor
By:	/s/ Jonathan Blake
	Name:	Jonathan Blake
	Title:	Managing Director


By:	/s/ Marco Zimmermann
	Name:	Marco Zimmermann
	Title:	Director

THE BANK OF NEW YORK MELLON, as Property Trustee
By:	/s/ Lesley Daley
	Name:	Lesley Daley
	Title:	Assistant Vice President

DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee
By:	/s/ Elizabeth B. Ferry
	Name:	Elizabeth B. Ferry
	Title:	Vice President


By:	/s/ Susan T. Rodriguez
	Name:	Susan T. Rodriguez
	Title:	Associate

Exhibit 4.3

AMENDED AND RESTATED

TRUST AGREEMENT

DEUTSCHE BANK CAPITAL FUNDING TRUST XII

Dated as of [ ]

TABLE OF CONTENTS


			Page

ARTICLE 1 INTERPRETATIONS AND DEFINITIONS				2
	Section 1.01.	Definitions		2
	Section 1.02.	Other Definitional Provisions		12
ARTICLE 2 TRUST INDENTURE ACT				13
	Section 2.01.	Trust Indenture Act; Application		13
	Section 2.02.	Lists of Holders of the Trust Preferred Securities		14
	Section 2.03.	Reports by the Trustee		14
	Section 2.04.	Periodic Reports to the Trustee		14
	Section 2.05.	Evidence of Compliance with Conditions Precedent		14
	Section 2.06.	Enforcement Event; Waiver		14
	Section 2.07.	Notice of Enforcement Event		15
ARTICLE 3 ORGANIZATION				16
	Section 3.01.	Name		16
	Section 3.02.	Office		16
	Section 3.03.	Purpose		16
	Section 3.04.	Authority		16
	Section 3.05.	Title to Property of the Trust		16
	Section 3.06.	Powers and Duties of the Regular Trustees		17
	Section 3.07.	Prohibition of Actions by the Trust and the Trustees		20
	Section 3.08.	Powers and Duties of the Property Trustee		20
	Section 3.09.	Certain Duties and Responsibilities of the Property Trustee		22
	Section 3.10.	Certain Rights of Property Trustee		24
	Section 3.11.	Delaware Trustee		26
	Section 3.12.	Execution of Documents		27
	Section 3.13.	Not Responsible for Recitals or Issuance of Trust Securities		27
	Section 3.14.	Duration of Trust		27
	Section 3.15.	Mergers		27
ARTICLE 4 THE GUARANTOR				29
	Section 4.01.	Responsibilities of the Guarantor		29

TABLE OF CONTENTS
(continued)


			Page

	Section 4.02.	Indemnification and Expenses of the Trustees		29
	Section 4.03.	Covenants of the Guarantor		30
ARTICLE 5 THE TRUST COMMON SECURITYHOLDER				30
	Section 5.01.	Purchase of Trust Common Security		30
ARTICLE 6 TRUSTEES				31
	Section 6.01.	Number of Trustees		31
	Section 6.02.	Delaware Trustee		31
	Section 6.03.	Property Trustee; Eligibility		31
	Section 6.04.	Qualifications of Regular Trustees and Delaware Trustee Generally		32
	Section 6.05.	Regular Trustees		32
	Section 6.06.	Appointment, Removal and Resignation of Trustees		33
	Section 6.07.	Vacancies among Trustees		35
	Section 6.08.	Effect of Vacancies		35
	Section 6.09.	Meetings		35
	Section 6.10.	Delegation of Power		36
	Section 6.11.	Merger, Conversion, Consolidation or Succession to Business		36
ARTICLE 7 CAPITAL PAYMENTS				36
	Section 7.01.	Capital Payments		36
ARTICLE 8 ISSUANCE OF TRUST SECURITIES				39
	Section 8.01.	Designation and General Provisions Regarding Trust Securities		39
	Section 8.02.	Priority of Payments on Trust Securities		41
	Section 8.03.	Redemption of Trust Securities		41
	Section 8.04.	Redemption Procedures		42
	Section 8.05.	Voting Rights of Trust Preferred Securities		43
	Section 8.06.	Voting Rights of the Trust Common Security		45
	Section 8.07.	Paying Agent		46
	Section 8.08.	Listing		46
	Section 8.09.	Acceptance of Guarantees and Agreements		46

TABLE OF CONTENTS
(continued)


			Page

ARTICLE 9 TERMINATION AND LIQUIDATION OF THE TRUST				47
	Section 9.01.	Dissolution of Trust		47
	Section 9.02.	Liquidation Distribution upon Termination and Dissolution of the Trust		47
ARTICLE 10 TRANSFER OF INTERESTS				48
	Section 10.01.	Form and Denomination of Trust Preferred Securities		48
	Section 10.02.	Deemed Security Holders		48
	Section 10.03.	Global Trust Preferred Certificates		49
	Section 10.04.	Notices to Clearing Agency		49
	Section 10.05.	Appointment of Successor Clearing Agency		50
	Section 10.06.	Definitive Trust Preferred Certificates		50
	Section 10.07.	Registration of Trust Securities		51
	Section 10.08.	Transfer and Exchanges of Trust Securities		51
	Section 10.09.	Lost or Stolen Trust Securities, Etc.		52
ARTICLE 11 LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES, TRUSTEES OR OTHERS				53
	Section 11.01.	Liability		53
	Section 11.02.	Exculpation		54
	Section 11.03.	Fiduciary Duty		54
	Section 11.04.	Indemnification		55
	Section 11.05.	Outside Businesses		58
ARTICLE 12 ACCOUNTING				58
	Section 12.01.	Fiscal Year		58
	Section 12.02.	Certain Accounting and Reporting Matters		58
	Section 12.03.	Banking		59
ARTICLE 13 AMENDMENTS AND MEETINGS				59
	Section 13.01.	Amendments		59
	Section 13.02.	Meetings of the Holders of Trust Securities; Action by Written Consent		61
ARTICLE 14 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE				62

iii

TABLE OF CONTENTS
(continued)


			Page

	Section 14.01.	Representations and Warranties of Property Trustee		62
	Section 14.02.	Representations and Warranties of Delaware Trustee		63
ARTICLE 15 MISCELLANEOUS				64
	Section 15.01.	Notices		64
	Section 15.02.	Governing Law		65
	Section 15.03.	Intention of the Parties		65
	Section 15.04.	Successors and Assigns		65
	Section 15.05.	Partial Enforceability		66
	Section 15.06.	Counterparts		66
	EXHIBIT A — Form of Global Trust Preferred Certificate
	EXHIBIT B — Form of Trust Common Security Certificate

CROSS-REFERENCES TABLE ¹


Section of Trust Indenture Act		Section
of 1939, as amended		of Agreement
310(a)		Section 6.03(a)
310(b)		Section 6.03(c), (d)
310(c)		Inapplicable
311(a)		Section 2.02(b)
311(b)		Section 2.02(b)
311(c)		Inapplicable
312(a)		Section 2.02(a)
312(b)		Section 2.02(b)
313		Section 2.03
314(a)		Section 2.04
314(b)		Inapplicable
314(c)		Section 2.05
314(d)		Inapplicable
314(f)		Inapplicable
315(a)		Section 3.09(a), (c)
315(b)		Section 2.07
315(c)		Section 3.09(a)
315(d)		Section 3.09(c)
316(a)		Section 2.06
317(b)		Section 8.07


¹		This Cross-Reference Table does not constitute part of the Agreement and shall not affect the interpretation of any of its terms or provisions.

AMENDED AND RESTATED
TRUST AGREEMENT
OF
DEUTSCHE BANK CAPITAL FUNDING TRUST XII

AMENDED AND RESTATED TRUST AGREEMENT (the “ Agreement ”) dated and effective as of [ ], by the Trustees (as defined herein), the Sponsor (as defined herein), the Bank (as defined herein) and the Holders (as defined herein), from time to time, of undivided beneficial interests in the Trust Estate (as defined herein) of the Trust (as defined herein) to be issued pursuant to this Agreement;

WHEREAS, the Property Trustee (as defined herein), the Delaware Trustee (as defined herein) and the Sponsor established Deutsche Bank Capital Funding Trust XII (the “ Trust ”) as a statutory trust formed under the Delaware Statutory Trust Act (as defined herein) pursuant to a trust agreement, dated as of April 24, 2008 and amended on August 25, 2009 (the “ Initial Trust Agreement ”), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on April 25, 2008 (the “Certificate of Trust” );

WHEREAS, the Property Trustee, the Delaware Trustee and the Sponsor entered into an Amended and Restated Trust Agreement of the Company dated as of September 24, 2009 (the “ First Amended Trust Agreement ”) which amended and restated the Initial Trust Agreement in its entirety;

WHEREAS, the Trustees and the Sponsor wish to continue the Trust and to amend and restate in its entirety the First Amended Trust Agreement; and

WHEREAS, the Trustees and the Sponsor wish to operate the Trust for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the Trust Estate of the Trust, guaranteed on a subordinated basis by the Bank, and investing the proceeds thereof in the Class B Preferred Securities (as defined herein);

NOW, THEREFORE, it being the intention of the parties hereto that this Agreement constitute the governing instrument of the Trust and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party hereto agrees to amend and restate the First Amended Trust Agreement for the benefit of the other party and for the benefit of the Holders hereby as follows:

ARTICLE 1
INTERPRETATIONS AND DEFINITIONS

Section 1.01. Definitions. Unless the context otherwise requires:

(a) capitalized terms used in this Agreement but not defined in the preamble above have the respective meanings assigned to them in this Section 1.01;

(b) a term defined anywhere in this Agreement (i) has the same meaning throughout and (ii) shall have the defined meaning when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein;

(c) all references to “the Agreement” or “this Agreement” are to this Agreement as modified, supplemented or amended from time to time;

(d) a term defined in the Trust Indenture Act shall have the same meaning when used in this Agreement unless otherwise defined in this Agreement or unless the context otherwise requires; and

(e) a term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in the LLC Agreement.

“ 1940 Act ” means the U.S. Investment Company Act of 1940, as amended from time to time, or any successor legislation.

“ Additional Amounts ” has the meaning set forth in Section 7.01(g) hereof.

“ Administrative Action ” means 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.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. The terms “controlling”, “controlled by” and “under common control” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract or otherwise.

“Agency Agreement” has the meaning set forth in Section 8.01(c) hereof.

“ Applicable Procedures ” means, with respect to any transfer or transaction involving a Global Trust Preferred Certificate, the rules and procedures of the Clearing Agency for such Global Trust Preferred Certificate, in each case to the extent applicable to such transaction and as in effect from time to time.

“ Asset Property Account ” has the meaning set forth in Section 3.08(c) hereof.

“Authenticating Agent” means the Authenticating Agent appointed pursuant to the Agency Agreement.

“ Authorized Officer ” of a Person means any Person that is authorized to bind such Person (either acting singly or acting together with one or more other Persons which Persons, acting together, are authorized to bind such Person).

“ BaFin ” means the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht ).

“ Bank ” means Deutsche Bank Aktiengesellschaft, Frankfurt am Main, a Federal Republic of Germany stock corporation.

“Bank Indemnified Person” means (a) any Regular Trustee; (b) any Affiliate of any Regular Trustee; (c) any representatives or agents of any Regular Trustee; or (d) any officer, director, shareholder, member, partner, employee, representative or agent of the Trust or its Affiliates that is not a Fiduciary Indemnified Person.

“ Business Day ” means a day other than Saturday, Sunday or a day on which banking institutions in the City of New York are authorized or required by law, regulation or executive order to remain closed.

“ Capital Payments ” means (i) with respect to the Trust Preferred Securities, periodic distributions to the Holders of the Trust Preferred Securities paid in accordance with this Agreement to Holders of the Trust Preferred Securities and (ii) with respect to the Class B Preferred Securities, periodic distributions to holders of the Class B Preferred Securities declared (or deemed declared) and paid in accordance with the LLC Agreement.

“ Cash Property Account ” has the meaning set forth in Section 3.08(c) hereof.

“ Certificate ” means a certificate representing the Trust Common Security or the Trust Preferred Securities.

“ Certificate of Trust” has the meaning set forth in the preamble of this Agreement.

“ Class A Preferred Securities ” means noncumulative Class A Preferred Securities representing preferred ownership interests in the Company.

“ Class B Preferred Guarantee ” means the Class B Preferred Securities Subordinated Guarantee Agreement dated as of [ ], as amended from time to time, between the Bank, as guarantor, and The Bank of New York Mellon, as Class B Preferred Guarantee Trustee, for the benefit of the Class B Preferred Securityholders from time to time.

“ Class B Preferred Guarantee Trustee ” has the meaning specified in the Class B Preferred Guarantee.

“ Class B Preferred Securities ” means noncumulative Class B Preferred Securities representing preferred ownership interests in the Company.

“ Class B Preferred Securityholder ” has the meaning assigned thereto in the LLC Agreement.

“ Class B Redemption Date ” has the meaning set forth in the LLC Agreement.

“ Clearing Agency ” means, initially, DTC and, thereafter, shall mean any successor securities clearing system appointed or designated by the Sponsor or the Trust to effect book-entry transfers and pledges of beneficial interests in the Trust Preferred Securities.

“ Closing Date ” has the meaning specified in the Purchase Agreement.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor legislation. A reference to a specific section (§) of the Code (or any Treasury Regulation) refers not only to such section but also to any corresponding provision of any federal tax statute (or any Treasury Regulation) enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Company ” means Deutsche Bank Capital Funding LLC XII, a Delaware limited liability company.

“ Company Special Redemption Event ” means (i) a Regulatory Event, (ii) a Tax Event other than a Tax Event solely with respect to the Trust or (iii) an Investment Company Act Event with respect to the Company.

“ Corporate Trust Office ” means the principal corporate trust office of the Property Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at The Bank of New York Mellon, 101 Barclay Street, Floor 4 East, New York, New York 10286.

“ Covered Person ” means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any Holder of the Trust Securities.

“ Definitive Trust Preferred Certificates ” means Trust Preferred Securities issued in certificated, fully registered form.

“ Delaware Statutory Trust Act ” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq. , as it may be amended from time to time, or any successor legislation thereto.

“ Delaware Trustee ” means Deutsche Bank Trust Company Delaware or any successor entity in a merger, consolidation or amalgamation, in its capacity as the Delaware trustee to the Trust.

“ Distributable Profits ” of the Bank for any fiscal year is the balance sheet profit ( Bilanzgewinn ) as of the end of such fiscal year, as shown in the audited unconsolidated balance sheet of the Bank as of the end of such fiscal year. Such balance sheet profit includes the annual surplus or loss ( Jahresüberschuss/-fehlbetrag ), plus any profit carried forward from previous years, minus any loss carried forward from previous years, plus transfers from capital reserves and earnings reserves, minus allocations to earnings reserves, all as determined in accordance with the provisions of the German Stock Corporation Act ( Aktiengesetz ) and accounting principles generally accepted in the Federal Republic of Germany as described in the German Commercial Code ( Handelsgesetzbuch ) and other applicable German law then in effect. In determining the availability of sufficient Distributable Profits of the Bank for any fiscal year to permit Capital Payments to be declared with respect to the Class B Preferred Securities during

the succeeding fiscal year of the Bank, any Capital Payments already paid during the succeeding fiscal year of the Bank on the Class B Preferred Securities and any capital payments or dividends already paid on Preferred Tier 1 Securities, if any, on the basis of Distributable Profits for such fiscal year, will be deducted from such Distributable Profits.

“ DTC ” means The Depository Trust Company, a New York corporation.

“ Enforcement Event ” means the occurrence, at any time, of (i) non-payment of Capital Payments (plus any Additional Amounts thereon, if any) on the Trust Preferred Securities at the Stated Rate in full, for four consecutive Payment Periods, (ii) non-payment of Capital Payments (plus any Additional Amounts thereon, if any) on the Class B Preferred Securities at the Stated Rate in full, for four consecutive Payment Periods, (iii) a default by the Guarantor (x) in respect of any of its obligations under Article 4 of the Trust Preferred Guarantee and (y) in the performance of any other obligation under the Trust Preferred Guarantee, and, in the case of (y), continuance of such default for 60 days after the Trust Preferred Guarantee Trustee has given notice thereof to the Guarantor or (iv) a default by the Guarantor (x) in respect of any of its obligations under Article 4 of the Class B Preferred Guarantee and (y) in the performance of any other obligation under the Class B Preferred Guarantee, and, in the case of (y), continuance of such default for 60 days after the Class B Preferred Guarantee Trustee has given notice thereof to the Guarantor.

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor legislation.

“ Fiduciary Indemnified Person ” has the meaning set forth in Section 11.04(b) hereof.

“ Fiscal Year ” has the meaning set forth in Section 12.01 hereof.

“ Global Trust Preferred Certificate ” means a Global Trust Preferred Certificate substantially in the form attached hereto as Exhibit A, representing the Trust Preferred Securities.

“ Guarantees ” means collectively, the Trust Preferred Guarantee and the Class B Preferred Guarantee.

“ Guarantor ” means the Bank in its capacity as guarantor under the Trust Preferred Guarantee or the Class B Preferred Guarantee, as applicable.

“ Holder ” means a Person in whose name a Certificate representing a Trust Security is registered, such Person being a beneficial owner within the meaning of the Delaware Statutory Trust Act.

“ Indemnified Person ” means a Bank Indemnified Person or a Fiduciary Indemnified Person (as defined in Section 11.04(b) hereof).

“ Initial Obligation ” means the U.S.$ [ ] subordinated obligation issued by Deutsche Bank Aktiengesellschaft acquired by the Company using the proceeds from the issuance of the Class B Preferred Securities.

“ Initial Redemption Date ” means [ ], the first day on which the Class B Preferred Securities will be redeemable by the Company other than on the occurrence of a Company Special Redemption Event.

“Initial Trust Agreement” has the meaning as set forth in the preamble of this Agreement.

“ 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 1940 Act as a result of any judicial decision, any pronouncement or interpretation (irrespective of the manner 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 hereof.

“ Legal Action ” has the meaning set forth in Section 3.06(h) hereof.

“Liquidation Preference Amount” has the meaning set forth in Section 8.01 hereof.

“ List of Holders ” has the meaning set forth in Section 2.02(a) hereof.

“ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of Deutsche Bank Capital Funding LLC XII, dated as of [ ].

“ Majority or Other Stated Percentage ” means, except as provided in the terms of the Trust Securities, a vote by Holders of outstanding Trust Securities voting together as a single class or, as the context may require, Holders of the outstanding Trust Preferred Securities or Holder of the outstanding Trust Common Security voting separately as a class, who are the record owners of more than 50% (or of equal to or more than such other stated percentage) of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Capital Payments to the date upon which the voting percentages are determined) of all outstanding Trust Securities or all outstanding Trust Securities of the relevant class, as the case may be.

“ Ministerial Action ” means, a ministerial action (such as filing a form or making an election or pursuing some other similar reasonable measure) which in the sole judgment of the Bank has or shall cause no adverse effect on the Trust, the Company, the Bank or the Holders or beneficial owners of the Trust Securities and shall involve no material cost.

“Obligations” means (i) the Initial Obligation, (ii) an obligation, if any, issued by the Bank in connection with a notice to issue additional Class B Preferred Securities (in

connection with the exercise of the underwriters’ over-allotment option or otherwise) and having the same terms and conditions as the Initial Obligation 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.

“ Officers’ Certificate ” means, with respect to any Person (who is not an individual), a certificate signed by two Authorized Officers of such Person, and, with respect to a natural person, a certificate signed by such person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Agreement shall include:

(a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

“ Paying Agent ” has the meaning set forth in Section 8.07 hereof.

“ Payment Amount ” has the meaning set forth in Section 7.01(f) hereof.

“ Payment Date ” means (i) [ ], [ ] and [ ], commencing on [ ]. If any Payment Date or Redemption Date falls on a day that is not a Business Day, the amounts payable on such Payment Date or Redemption Date will be payable on the next succeeding Business Day, without adjustment, interest or further payment as a result of such delay in payment.

“ Payment Period ” with respect to any Payment Date means the period from and including the immediately preceding Payment Date (or the Closing Date with respect to Capital Payments payable on [ ]) to but excluding the relevant Payment Date.

“ Person ” means a legal person, including any individual, corporation, estate, partnership (general or limited), joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“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 then ranking on a parity with the obligations of the Bank as Guarantor under the Guarantees.

“ Property Accounts ” has the meaning set forth in Section 3.08(c) hereof.

“ Property Trustee ” means The Bank of New York Mellon or any successor entity in a merger, consolidation or amalgamation, or any corporation succeeding to all or

substantially all of the corporate trust business of The Bank of New York Mellon in its capacity as property trustee of the Trust.

“ Purchase Agreement ” means the Purchase Agreement dated as of [ ] among the Bank, the Company, the Trust and the underwriters named therein, relating to the sale and issuance of Trust Preferred Securities and Class B Preferred Securities.

“ Qualified Subsidiary ” means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

“ Quorum ” means a majority of the Regular Trustees or, if there are only two Regular Trustees, both of them.

“ Redemption Date ” means the date fixed for redemption of the Trust Preferred Securities.

“ Redemption Notice ” has the meaning set forth in Section 8.04 hereof.

“ Redemption Price ” has the meaning set forth in Section 8.03 hereof.

“ Register ” has the meaning set forth in Section 10.08 hereof.

“ Registrar ” shall mean the party appointed as such pursuant to the Agency Agreement, which shall initially be Deutsche Bank Trust Company Americas.

“ Regular Trustee ” has the meaning set forth in Section 6.01 hereof.

“ 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 the Company Securities and the Trust Securities, the Bank is not, or will not be, allowed to treat the Class B Preferred Securities as core capital ( Kernkapital ) or Tier 1 regulatory capital for capital adequacy purposes on a consolidated basis.

“ Relevant Jurisdiction ” has the meaning set forth in Section 7.01(g) hereof.

“ Responsible Officer ” shall mean, when used with respect to the Property Trustee, any officer within the Corporate Trust Office of the Property Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Property Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended from time to time, or any successor legislation.

“ Services Agreement ” means the Services Agreement dated as of [ ] among the Bank, acting directly and through its New York branch, the Company and the Trust.

“Similar Law” has the meaning specified in Section 8.09 hereof.

“ Sponsor ” means the Company or any successor entity in a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust.

“ Stated Rate ” means a fixed rate per annum for each Payment Period equal to [ ] %, calculated on the basis of a 360-day year of twelve 30-day months.

“ 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.

“ Substitute Obligations ” means a subordinated obligation issued (in substitution for the Initial Obligation or of Substitute Obligations or any additional obligation described in the definition of “Obligations”) by the Bank or a Subsidiary with the same aggregate principal amount and interest rate and payment dates as those of the Initial Obligation and a maturity that is perpetual or is not earlier than [ ] and terms otherwise substantially identical to those of the Initial Obligation, 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 the Initial Obligation, the obligations of the new substitute obligor; provided , in each case, that (i) 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 the Trust Preferred Securities or cause the holders thereof to recognize gain or loss for U.S. federal income tax purposes and (ii) such substitution or replacement does not result in a Company Special Redemption Event or a Trust Special Redemption Event, and provided, further in each case that the Bank has obtained any required regulatory approvals.

“ Successor Delaware Trustee ” has the meaning set forth in Section 6.06 hereof.

“ Successor Entity ” has the meaning set forth in Section 3.15 hereof.

“ Successor Property Trustee ” has the meaning set forth in Section 6.06 hereof.

“ Successor Trust Securities ” has the meaning set forth in Section 3.15 hereof.

“ Tax Event ” means (A) the receipt by the Bank of an opinion of a nationally recognized law firm or other tax adviser in a Relevant Jurisdiction, as appropriate, 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 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 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 hereof, there is more than an insubstantial risk that (a) 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, the Company, an obligor on the Obligations, or the Guarantor would be obligated to pay Additional Amounts, Additional Interest Amounts or Trust Preferred Guarantee Additional Amounts or Class B Preferred Guarantee Additional Amounts, as applicable, 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 shall constitute a Tax Event if it may be avoided by the Bank, the Trust or the Company taking reasonable measures under the circumstances.

“Transfer Agent” means the Transfer Agent appointed pursuant to the Agency Agreement.

“ Treasury Regulations ” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury Department, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Trust ” has the meaning set forth in the preamble of this Agreement.

“ Trust Common Security ” has the meaning set forth in Section 8.01 hereof.

“ Trust Common Security Certificate ” means a definitive certificate in fully registered form representing a Trust Common Security substantially in the form of Exhibit B.

“ Trust Estate ” means all right, title and interest of the Trust in and to (i) the Class B Preferred Securities, (ii) the related rights under the Class B Preferred Guarantee, and (iii) the Cash Property Account and the Asset Property Account, any subaccounts thereof and all financial assets credited and amounts on deposit or credit balances carried in, each of them from time to time, and all distributions and payments with respect to any of the foregoing, in each case from time to time held by the Property Trustee hereunder. “Trust Estate” shall not include any

amounts paid or payable to the Guarantor pursuant to this Agreement, including without limitation, fees, expenses and indemnities.

“ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

“ Trust Liquidation ” has the meaning set forth in Section 9.02 hereof.

“ Trust Preferred Guarantee ” means the Trust Preferred Securities Guarantee Agreement dated as of [ ], as amended from time to time, between the Bank, as guarantor, and The Bank of New York Mellon, as Trust Preferred Guarantee Trustee, for the benefit of the Property Trustee for the benefit of the holders of the Trust Preferred Securities from time to time.

“ Trust Preferred Guarantee Additional Amounts ” has the meaning set forth in the Trust Preferred Guarantee.

“ Trust Preferred Guarantee Trustee ” has the meaning specified in the Trust Preferred Guarantee.

“ Trust Preferred Security ” has the meaning set forth in Section 8.01(a) hereof.

“ Trust Securities ” means the Trust Common Security and the Trust Preferred Securities.

“ Trust Special Redemption Event ” means (i) a Tax Event solely with respect to the Trust, but not with respect to the Company or (ii) an Investment Company Act Event solely with respect to the Trust, but not with respect to the Company.

“ Trustee ” or “ Trustees ” means each Person who has signed this Agreement as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.

“ Withholding Taxes ” has the meaning set forth in Section 7.01(g) hereof.

Section 1.02. Other Definitional Provisions

(a) The headings and subheadings contained in this Agreement are included for convenience of reference and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

pursuant to such statutes; (iv) references to “writing” include printing, photocopy, typing, lithography and other means of reproducing words in a tangible visible form; (v) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; (vi) references to the introductory paragraph, preliminary statements, articles, sections (or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Agreement unless otherwise indicated; (vii) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Agreement; (viii) references to Persons include their respective successors and assigns permitted or not prohibited by the terms of this Agreement; (ix) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States of America; (x) “or” is not exclusive; (xi) provisions apply to successive events and transactions; (xii) references to documents or agreements which have been terminated or released or which have expired shall be of no force and effect after such termination, release or expiration; (xiii) references to mail shall be deemed to refer to first class mail, postage prepaid, unless another type of mail is specified; (xiv) all references to time shall be to New York City time unless otherwise indicated; (xv) references to specific Persons, positions or officers shall include those who or which succeed to or perform their respective functions, duties or responsibilities referred to in the proceedings in connection with the Trust Preferred Securities; (xvi) the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement as a whole and not to any particular article, section or subdivision hereof; and the term “heretofore” means before the date of execution of this Agreement, the term “now” means at the date of execution of this Agreement, and the term “hereafter” means after the date of execution of this Agreement; and (xvii) references to payments of principal include any premium payable on the same date.

ARTICLE 2
TRUST INDENTURE ACT

Section 2.01. Trust Indenture Act; Application.

(a) This Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Agreement and shall, to the extent applicable, be governed by such provisions. A term defined in the Trust Indenture Act has the same meaning when used in this Agreement, unless otherwise defined in this Agreement or unless the context otherwise requires.

(b) If and to the extent that any provision of this Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

(c) The application of the Trust Indenture Act to this Agreement shall not affect the nature of the Trust Preferred Securities as equity securities representing undivided beneficial interests in the Trust Estate.

Section 2.02. Lists of Holders of the Trust Preferred Securities.

(a) The Registrar on behalf of the Trust shall provide the Property Trustee and the Paying Agent a list, in such form as the Property Trustee and the Paying Agent may reasonably require, of the names and addresses of the Holders of the Trust Preferred Securities (each such list, a “ List of Holders ”) (i) within 14 days after each record date for payment of Capital Payments, as of such record date and (ii) at any other time, within 30 days of receipt by the Trust from the Property Trustee or the Paying Agent of a written request for a List of Holders, as of a date no more than 14 days before such List of Holders is given to the Property Trustee and the Paying Agent.

(b) The Property Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

Section 2.03. Reports by the Trustee. Within 60 days after May 1 of each year, the Property Trustee shall provide to the Holders of the Trust Preferred Securities such reports as are required by Section 313(a) of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Property Trustee shall also comply with the other requirements of Section 313(d) of the Trust Indenture Act.

Section 2.04. Periodic Reports to the Trustee. The Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and shall provide, within 60 days after the end of each of its fiscal years, commencing with the fiscal year ending December 31, [ ], the compliance certificate required by Section 314 of the Trust Indenture Act, in the form and in the manner required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Property Trustee is for informational purposes only and the Property Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Trust’s compliance with any of its covenants hereunder (as to which the Property Trustee is entitled to rely exclusively on Officers’ Certificates furnished by the Trust).

Section 2.05. Evidence of Compliance with Conditions Precedent. The Trust shall provide to the Property Trustee evidence of compliance with the conditions precedent, if any, provided for in this Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be given in the form of an Officers’ Certificate.

Section 2.06. Enforcement Event; Waiver.

(a) As long as any Trust Preferred Securities are outstanding, a Majority of the Trust Preferred Securities (excluding any Trust Preferred Securities held by the Bank or any of its Subsidiaries) may, by vote, on behalf of the Holders of all of the Trust Securities, waive any past Enforcement Event and its consequences, except that any Enforcement Event in respect of a covenant or provision hereof, the LLC Agreement or any Guarantee, as applicable, which (i) cannot be modified or amended without the consent of each Holder of Trust Preferred Securities or each Holder of Class B Preferred Securities, as applicable, can only be waived by all Holders of Trust Preferred Securities, or (ii) can only be modified or amended with the consent or vote of the Holders of more than 50% of the Trust Preferred Securities or the Class B Preferred Securities, as applicable, can only be waived under this Agreement by the vote of the Holders of at least the same percentage of the Trust Preferred Securities.

Upon such waiver, such waived Enforcement Event shall be deemed to have been cured, for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other default or Enforcement Event or impair any right consequent thereon. For as long as any Enforcement Event has occurred and is continuing, the Property Trustee shall be deemed to be acting solely on behalf of the Holders of the Trust Preferred Securities and only the Holders of the Trust Preferred Securities shall have the right to direct the Property Trustee.

The foregoing provisions of this Section 2.06(a) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Agreement and the Trust Securities, as permitted by the Trust Indenture Act.

(b) A waiver of an Enforcement Event pursuant to clause (ii) or (iv) of the definition thereof under this Agreement by the Holders of the Trust Securities constitutes an instruction to the Property Trustee to waive the corresponding Event of Default under the LLC Agreement. In the absence of such waiver and upon the occurrence of an Enforcement Event pursuant to clause (ii) or (iv) of the definition thereof, the Property Trustee shall have the right to enforce the rights of the holders of Class B Preferred Securities.

(c) The Property Trustee shall take all such other actions as directed by the Holders of the Trust Securities in accordance with the terms of this Agreement.

Section 2.07. Notice of Enforcement Event. The Property Trustee shall, within 90 days after the occurrence of an Enforcement Event (or an event which with the passage of time would become an Enforcement Event, including the failure of the Company to pay a Capital Payment on the Class B Preferred Securities in full for any Payment Period), give to the Holders of the Trust Securities in the manner set forth in Section 15.01 hereof, notices of all Enforcement Events (or such events) actually known to a Responsible Officer of the Property Trustee, unless such Enforcement Events have been cured before the giving of such notice; provided , that, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Property Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Trust Securities.

The Property Trustee shall not be deemed to have knowledge of any Enforcement Event (or any such event) unless an officer of the Property Trustee in its Corporate Office shall have received written notice thereof, or a Responsible Officer of the Property Trustee shall have obtained actual knowledge of such Enforcement Event (or such event).

ARTICLE 3
ORGANIZATION

Section 3.01. Name. The Trust is named “Deutsche Bank Capital Funding Trust XII,” as such name may be modified from time to time by the Regular Trustees following written notice to the Holders of the Trust Securities. The Trust’s activities may be conducted under the name of the Trust or any other name deemed advisable by the Regular Trustees.

Section 3.02. Office. The address of the principal office of the Trust is 60 Wall Street, New York, New York 10005. The Regular Trustees may designate another principal office on ten Business Days’ written notice to the Holders of the Trust Securities.

Section 3.03. Purpose. The Trust exists for the sole purposes of (a) issuing the Trust Securities which will constitute direct, unsecured and unsubordinated securities of the Trust, representing undivided beneficial ownership interests in the Trust Estate of the Trust, (b) investing the proceeds from the issuance of the Trust Securities in the Class B Preferred Securities and (c) except as otherwise limited herein, engaging in those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would (x) cause the Trust to be classified as other than a grantor trust for United States federal income tax purposes or (y) require the Trust to register under the 1940 Act.

Section 3.04. Authority. Subject to the limitations provided in this Agreement and to the specific duties of the Property Trustee, the Regular Trustees shall have exclusive and complete power and authority to carry out the purposes of the Trust. An action taken by the Regular Trustees in accordance with their powers shall constitute the act of and serve to bind the Trust and an action taken by the Property Trustee on behalf of the Trust in accordance with its powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Agreement.

Section 3.05. Title to Property of the Trust. Except as provided in Section 3.06(c) and Section 3.08 hereof with respect to the Class B Preferred Securities and the Property Accounts or as otherwise provided in this Agreement, legal title to the Trust Estate of the Trust shall be vested in the Trust. The Holders of the Trust Securities shall not have legal title to any part of the Trust Estate of the Trust, but shall have an undivided beneficial ownership interest in the Trust Estate of the Trust.

Section 3.06. Powers and Duties of the Regular Trustees. The Regular Trustees are authorized and directed to conduct the affairs of and to operate the Trust in such a way that the Trust shall not be required to register under the 1940 Act or characterized as other than a grantor trust for United States federal income tax purposes. In this connection, the Regular Trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust or the Trust Agreement, which the Regular Trustees determine to be necessary for such purposes as long as such action does not adversely affect the interests of the Holders of the Trust Preferred Securities.

The Regular Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities:

(a) To issue and sell the Trust Preferred Securities and the Trust Common Security in accordance with the terms and conditions of this Agreement; provided, however, that the Trust may issue no more than one series of Trust Preferred Securities and no more than one series of the Trust Common Security.

Notwithstanding the foregoing, the Company will (i) if so required by the Bank in connection with the exercise of the underwriters’ over-allotment option or (ii) from time to time on or prior to [ ] and without the consent of the holders of the Class B Preferred Securities, issue additional Class B Preferred Securities having the same terms as the Class B Preferred Securities in all respects except for the issue date, the date from which Capital Payments accrue on the Class B Preferred Securities, the issue price, and any other deviations required for compliance with applicable law, so as to form a single series with the Class B Preferred Securities. In such circumstances, and without consent of the holders of the Trust Preferred Securities, the Trust will issue additional Trust Preferred Securities having the same terms and conditions as the Trust Preferred Securities in all respects except for the issue date, the date from which Capital Payments accrue on the Trust Preferred Securities, the issue price, and any other deviations required for compliance with applicable law, so as to form a single series with the Trust Preferred Securities, in consideration for the receipt of such additional Class B Preferred Securities equal to the aggregate liquidation preference amount of such additional Trust Preferred Securities.

(b) In connection with the issue and sale of the Trust Preferred Securities, at the direction of the Bank, to:

(i) execute and file with the Commission the Registration Statement on Form F-3 prepared by the Bank, including any amendments thereto, pertaining to the Trust Preferred Securities, the Class B Preferred Securities and the Guarantees;

(ii) execute and enter into the Purchase Agreement providing for the sale of the Trust Preferred Securities and perform the duties and obligations of the Trust thereunder;

(iii) execute and enter into the Services Agreement and perform the duties and obligations of the Trust thereunder,

(iv) execute and file applications, prepared by the Bank, to the New York Stock Exchange Inc. for listing upon notice of issuance of any Trust Preferred Securities, and

(v) execute and file any documents, or take any acts that they or the Bank determines to be necessary in order to qualify or register all or part of the Trust Preferred Securities in any jurisdiction in which the Trust or the Bank has determined to qualify or register such Trust Preferred Securities for offer or sale.

(c) To acquire the Class B Preferred Securities with the proceeds of the sale of the Trust Preferred Securities and the Trust Common Security and to execute and enter into the LLC Agreement; provided , however , that the Regular Trustees shall cause legal title to the Class B Preferred Securities to be held of record in the name of the Property Trustee for the benefit of the Holders or beneficial owners of the Trust Preferred Securities and the Holder of the Trust Common Security;

(d) To give the Bank and the Property Trustee prompt written notice of the occurrence of a Trust Special Redemption Event; provided , that the Regular Trustees shall consult with the Bank and the Property Trustee before taking or refraining from taking any Ministerial Action in relation to a Trust Special Redemption Event;

(e) To establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, for the purpose of Section 316(c) of the Trust Indenture Act, Capital Payments, and to issue relevant notices to the Holders of the Trust Preferred Securities and the Holder of the Trust Common Security as to such actions and applicable record dates;

(f) To give prompt written notice to the Holders of the Trust Securities of any notice received from the Company to the effect that the Company will not make a current, annual or quarterly distribution, as the case may be, at the Stated Rate (as defined in the LLC Agreement) in full on the Class B Preferred Securities under the LLC Agreement;

(g) To take all actions and perform such duties as may be required of the Regular Trustees pursuant to the terms of the Trust Securities;

(h) To bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust (“ Legal Action ”), unless pursuant to Section 3.08(e) or Section 3.08(f) hereof, the Property Trustee has the exclusive power to bring such Legal Action;

(i) To employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and pay reasonable compensation for such services;

(j) To cause the Trust to comply with the Trust’s obligations under the Trust Indenture Act;

(k) To give the certificates required by Section 314 of the Trust Indenture Act to the Property Trustee, which certificate may be executed by any Regular Trustee;

(l) To incur expenses that are necessary or incidental to carry out any of the purposes of the Trust;

(m) To act as, or appoint another Person to act as, registrar, authenticating agent, paying agent and transfer agent for the Trust Securities;

(n) To execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing;

(o) To take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Trust Preferred Securities or to enable the Trust to effect the purposes for which the Trust was created;

(p) To take any action, or to take no action, not inconsistent with this Agreement or with applicable law, that the Regular Trustees determine in their discretion to be necessary or desirable in carrying out the activities of the Trust as set out in this Section 3.06, including, but not limited to:

(i) causing the Trust not to be deemed to be an “investment company” within the meaning of the 1940 Act required to be registered under the 1940 Act; and

(ii) taking no action which would be reasonably likely to cause the Trust to be classified as other than a grantor trust for United States federal income tax purposes;

provided , that such action does not adversely affect the interests of Holders or beneficial owners of the Trust Securities;

(q) To take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed by the Regular Trustees, on behalf of the Trust; and

(r) To execute and enter into one or more agency agreements with the Paying Agent, Registrar, Transfer Agent, Authenticating Agent and the Property Trustee.

The Regular Trustees must exercise the powers set forth in this Section 3.06 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.03 hereof, and the Regular Trustees shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.03 hereof.

Subject to this Section 3.06, the Regular Trustees shall have none of the powers or the authority of the Property Trustee set forth in Section 3.08 hereof.

Any expenses incurred by the Regular Trustees pursuant to this Section 3.06 shall be reimbursed by the Bank pursuant to the Services Agreement.

Section 3.07. Prohibition of Actions by the Trust and the Trustees. The Trust shall not, and the Trustees (including the Property Trustee) shall cause the Trust not to, engage in any activity other than as required or authorized by this Agreement. In particular, the Trust shall not and the Trustees (including the Property Trustee) shall cause the Trust not to:

(a) invest any proceeds received by the Trust from holding the Class B Preferred Securities, but shall distribute all such proceeds to Holders of the Trust Securities pursuant to the terms of this Agreement and of the Trust Securities;

(b) acquire any assets other than as expressly provided herein;

(d) make any loans or incur any indebtedness or acquire any securities other than the Class B Preferred Securities;

(e) possess any power or otherwise act in such a way as to vary the Trust Estate or the terms of the Trust Securities in any way whatsoever except as provided herein;

(f) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Trust Securities;

(g) other than as set forth herein, consent to any amendment, modification or termination of the LLC Agreement or the Class B Preferred Securities where such consent shall be required; and

(h) other than in connection with the liquidation of the Trust pursuant to a Tax Event or upon redemption of all the Trust Securities, file a certificate of cancellation of the Trust.

Section 3.08. Powers and Duties of the Property Trustee.

(a) The legal title to the Class B Preferred Securities shall be owned by and held of record in the name of the Property Trustee in trust for the benefit of the Holders of the Trust Securities. The Property Trustee shall have the power to exercise all rights, powers

and privileges with respect to the Class B Preferred Securities under the LLC Agreement as the holder of the Class B Preferred Securities. The right, title and interest of the Property Trustee to the Class B Preferred Securities shall vest automatically in each Person who may hereafter be appointed as Property Trustee in accordance with Section 6.06 hereof. Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Class B Preferred Securities have been executed and delivered.

(b) The Property Trustee shall not transfer its right, title and interest in the Class B Preferred Securities to the Regular Trustees or to the Delaware Trustee (if the Property Trustee does not also act as Delaware Trustee).

(i) establish and maintain segregated non-interest bearing trust account for the receipt, deposit and payment of funds in respect of Capital Payments on, and payments on redemption of, the Class B Preferred Securities, (plus Additional Amounts, if any), which payments shall include, but not be limited to, payments pursuant to the Class B Preferred Guarantee (such account, the “ Cash Property Account ”) and to establish and maintain a segregated non-interest bearing trust account for the receipt, deposit and payment of other assets and funds in respect of the Class B Preferred Securities (such account, the “ Asset Property Account ” and, together with the Cash Property Account, the “ Property Account ”). Each of the Property Accounts shall be in the name of and under the exclusive control of the Property Trustee on behalf of the Holders of the Trust Securities. Upon the receipt of payments of funds made in respect of the Class B Preferred Securities held by the Property Trustee, deposit such funds into the Cash Property Account and cause such funds to be transferred to the Paying Agent for the purpose of making payments to the Holders of the Trust Preferred Securities and the Holder of the Trust Common Security in accordance with this Agreement. The Property Trustee shall maintain all other payments of funds made in respect of the Class B Preferred Securities and the assets of the Trust in the Asset Property Account until such funds, assets or the proceeds therefrom are distributed to the Holders of the Trust Securities in accordance with this Agreement. Funds in the Property Accounts shall be held uninvested until disbursed in accordance with this Agreement. Each Property Account shall be an account that is maintained with a banking institution authorized to exercise corporate trust powers and having a combined capital and surplus of at least U.S.$50,000,000 and subject to supervision or examination by federal or state authority;

(ii) engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Trust Preferred Securities and the Trust Common Security to the extent the Class B Preferred Securities are redeemed; and

(iii) upon written notice of distribution issued by the Regular Trustees in accordance with the terms of the Trust Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Class B Preferred Securities to Holders of the Trust Securities.

(d) The Property Trustee shall take all actions and perform such duties as may be specifically required of the Property Trustee pursuant to the terms of the Trust Securities.

(e) The Property Trustee shall take any Legal Action that arises out of or in connection with (i) an Enforcement Event of which a Responsible Officer of the Property Trustee has actual knowledge or (ii) the Property Trustee’s duties and obligations under this Agreement or the Trust Indenture Act.

(f) The Property Trustee shall have the legal power, and the Regular Trustees shall have no power, to exercise all of the rights, powers and privileges of a holder of the Class B Preferred Securities and, if an Enforcement Event occurs and is continuing, the Property Trustee shall (subject to the rights of the Holders of the Trust Securities pursuant to the terms of such Trust Securities) for the benefit of Holders of the Trust Securities, enforce its rights as holder of the Class B Preferred Securities, including the right to receive Capital Payments (only if and to the extent declared or deemed declared by the Company) (plus any Additional Amounts thereon, if any) on the Class B Preferred Securities.

(g) The Property Trustee shall continue to serve as a Trustee until either:

(i) the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of the Trust Securities pursuant to the terms of the Trust Securities; or

(ii) a Successor Property Trustee has been appointed and has accepted that appointment in accordance with Section 6.06 hereof.

(iii) Subject to this Section 3.08, the Property Trustee shall have none of the duties, liabilities, powers or the authorities of the Regular Trustees set forth in Section 3.06 hereof.

The Property Trustee must exercise the responsibilities set forth in this Section 3.08 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.03 hereof, and the Property Trustee shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.03 hereof.

Section 3.09. Certain Duties and Responsibilities of the Property Trustee.

(a) The Property Trustee, prior to the occurrence of any Enforcement Event and after the curing or waiver of all Enforcement Events that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Agreement and no implied covenants shall be read into this Agreement against the Property Trustee.

(b) In case an Enforcement Event has occurred (that has not been cured or waived pursuant to Section 2.06 hereof) and is actually known to a Responsible Officer of the Property Trustee, the Property Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct

of his or her own affairs. Upon the occurrence of an Enforcement Event, the Property Trustee, as the holder of the Class B Preferred Securities, shall enforce its rights in accordance with Section 3.08(f) hereof.

(c) No provision of this Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement;

(ii) the Property Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; and

(iii) subject to the requirement of the Property Trustee receiving a tax opinion as set forth in Section 8.05(g) or Section 8.06(b) hereof, as the case may be, the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it regarding the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Agreement, in good faith in accordance with the direction of the Holders of not less than a Majority of the Trust Securities entitled to give such directions in accordance with this Agreement.

(d) No provision of this Agreement shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Property Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Agreement or indemnity reasonably satisfactory to the Property Trustee against such risk or liability is not reasonably assured to it.

(e) The Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Class B Preferred Securities and the Property Accounts shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Agreement and the Trust Indenture Act.

(f) The Property Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Class B Preferred Securities or the payment of any taxes or assessments levied thereon or in connection therewith.

(g) The money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Property Accounts maintained by the Property Trustee pursuant to Section 3.08(c) hereof and except to the extent otherwise required by law.

(h) The Property Trustee shall not be responsible for monitoring the compliance by the Regular Trustees or the Sponsor or the Bank with their respective duties under this Agreement, nor shall the Property Trustee be liable for any default or misconduct of the Regular Trustees or the Sponsor or the Bank. In no event shall the Property Trustee be liable for any act or omission of any act of the Regular Trustees hereunder.

Section 3.10. Certain Rights of Property Trustee.

(a) Subject to the provisions of Section 3.09 hereof:

(i) the Property Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon, any Officers’ Certificate, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii) any direction, request, order or demand of the Sponsor or the Regular Trustees acting on behalf of the Trust contemplated by this Agreement shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed);

(iii) whenever in the administration of this Agreement, the Property Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, such matter (unless other evidence is herein specifically prescribed), may, in the absence of negligence or bad faith on the part of the Property Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Property Trustee, and such Officers’ Certificate, in the absence of negligence or bad faith on the part of the Property Trustee, shall be full warrant to the Property Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof;

(iv) the Property Trustee may, at the expense of the Bank, consult with counsel or other experts and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of such experts’ area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion; such counsel may be counsel to the Sponsor or any of its Affiliates, and may include any

of its employees. The Property Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction;

(v) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any Holder of the Trust Securities, unless (a) such Holder shall have provided to the Property Trustee security and indemnity, reasonably satisfactory to the Property Trustee, against the fees, charges, costs, expenses (including attorneys’ fees and expenses and the expenses of the Property Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Property Trustee and (b) the Property Trustee has obtained the legal opinion, if any, required by Section 8.05(g) or Section 8.06(b) hereof, as the case may be; provided , that nothing contained in this Section 3.10(a)(v) shall be taken to relieve the Property Trustee, upon the occurrence of an Enforcement Event, of its obligation to exercise the rights and powers vested in it by this Agreement;

(vi) prior to the occurrence of any Enforcement Event and after the curing or waiving of all Enforcement Events, the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, unless requested in writing to do so by a Majority of Trust Securities affected (voting as a single class) but the Property Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(vii) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Property Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed with due care by it hereunder;

(viii) any action taken by the Property Trustee or its agents hereunder shall bind the Trust and the Holders of the Trust Securities, and the signature of the Property Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Property Trustee to so act or as to its compliance with any of the terms and provisions of this Agreement, both of which shall be conclusively evidenced by the Property Trustee’s or its agent’s taking such action;

(ix) whenever in the administration of this Agreement the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee (i) may request written instructions from the Majority or Other Stated Percentage of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities

in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received, and (iii) shall be protected in conclusively relying on or acting in accordance with such instructions; provided , however , that the Property Trustee shall not be required to take any action unless it shall have obtained such legal opinions, if any, required by Section 8.05(g) or Section 8.06(d) hereof, as the case may be;

(x) in no event shall the Property Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Property Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that this provision shall not be deemed to apply in the event of a determination of willful misconduct on the part of the Property Trustee in a non-appealable judgment of a court having jurisdiction; and

(xi) in no event shall the Property Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Property Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

If the Property Trustee is also acting as Authenticating Agent, Paying Agent, Transfer Agent and/or Registrar, the rights and protections afforded to the Property Trustee pursuant to this Article 3 shall also be afforded to such Authenticating Agent, Paying Agent, Transfer Agent and Registrar.

(b) No provision of this Agreement shall be deemed to impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty.

Section 3.11. Delaware Trustee. Notwithstanding any provision of this Agreement other than Section 6.02 hereof, the Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807 (a) of the Delaware Statutory Trust Act that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Property Trustee or Regular Trustees. The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the State of

Delaware and (b) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement. In no event shall the Property Trustee or the Delaware Trustee be liable for any act or omission of any act of the Regular Trustees hereunder. The Delaware Trustee will be entitled to the same rights, privileges and immunities as the Property Trustee is entitled to under Section 3.09 and Section 3.10 of this Agreement.

Section 3.12. Execution of Documents. Unless otherwise determined by the Regular Trustees, and except as otherwise required by the Delaware Statutory Trust Act, any Regular Trustee is authorized to execute on behalf of the Trust any documents that the Regular Trustees have the power and authority to cause the Trust to execute pursuant to Section 3.10 hereof.

Section 3.13. Not Responsible for Recitals or Issuance of Trust Securities. The recitals contained in this Agreement and the Trust Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Agreement or the Trust Securities.

Section 3.14. Duration of Trust. The Trust, unless terminated pursuant to the provisions of Article 9 hereof, shall have perpetual existence.

Section 3.15. Mergers.

(a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof.

(b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that:

(i) if the Trust is not the survivor, such successor entity (the “ Successor Entity ”) either:

(A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or

(B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “ Successor Trust Securities ”) so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions and rights upon liquidation, redemption or otherwise;

(ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities;

(iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities;

(iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect;

(v) such Successor Entity has purposes substantially identical to that of the Trust,

(vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes;

(vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee;

(viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that:

(A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect;

(B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act;

(C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and

(D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and

(viii) such merger, consolidation, amalgamation or replacement does not otherwise result in a Trust Special Redemption Event and/or Company Special Redemption Event.

(c) Notwithstanding Section 3.15(b) hereof, the Trust shall not, except with the consent of Holders of 100% of the outstanding Trust Preferred Securities (excluding Trust Preferred Securities held by the Bank and its Affiliates), consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity not to be classified as a grantor trust for United States federal income tax purposes.

ARTICLE 4
THE GUARANTOR

Section 4.01. Responsibilities of the Guarantor. In connection with the issue and sale of the Trust Preferred Securities, the Guarantor shall have the exclusive right and responsibility to engage in the following activities:

(a) To determine the jurisdictions in which to take appropriate action to qualify for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Guarantor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictions;

(b) To prepare for filing by the Trust with the Commission a registration statement on Form F-3 in relation to the Trust Preferred Securities, Class B Preferred Securities and the Guarantees, including any amendments thereto;

(c) To prepare for filing by the Trust applications to the New York Stock Exchange for listing upon notice of issuance of any Trust Preferred Securities; and

(d) To negotiate the terms of and execute the Purchase Agreement providing for the sale of the Trust Preferred Securities.

Section 4.02. Indemnification and Expenses of the Trustees. The Guarantor agrees to indemnify the Regular Trustees, the Property Trustee and the Delaware Trustee and their respective officers, directors, employees and agents for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Regular Trustees, Property Trustee or the Delaware Trustee, as the case may be, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending them against any claim or liability in connection with the exercise or performance of any of their respective powers or duties hereunder. The provisions of this Section 4.02 shall survive the resignation or removal of the Regular Trustees, Property Trustee or the Delaware Trustee, as the case may be, or the termination of this Agreement.

Section 4.03. Covenants of the Guarantor.

(a) The Guarantor, for so long as any Trust Preferred Securities remain outstanding, shall maintain, or shall cause a Qualified Subsidiary to maintain, 100% ownership of the Trust Common Security. Any transfer of the Trust Common Security from the Guarantor to a Qualified Subsidiary or from a Qualified Subsidiary to the Guarantor or to another Qualified Subsidiary is conditioned on the receipt by the Guarantor of an opinion of a nationally recognized law firm in the United States experienced in such matters to the effect that (A) the Company shall continue to be treated as a partnership for U.S. federal income tax purposes, (B) such transfer shall not cause the Company or the Trust to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (C) such transfer shall not cause the Company or the Trust to be required to register under the 1940 Act; (D) such transfer shall not adversely affect the limited liability of the holders of the Class B Preferred Securities and (E) such transfer shall not otherwise result in a Trust Special Redemption Event and/or a Company Special Redemption Event.

(b) For so long as any Trust Preferred Securities remain outstanding, the Guarantor shall cause the Trust to remain a statutory trust and shall use its commercially reasonable efforts to ensure that the Trust shall not be classified as other than a grantor trust for U.S. federal income tax purposes.

(c) The Guarantor, for so long as any of the Trust Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Trust, unless (i) a Trust Special Redemption Event or a Company Special Redemption Event occurs or (ii) the Company is in liquidation and the approval of any necessary regulatory authorities to such action has been received.

ARTICLE 5
THE TRUST COMMON SECURITYHOLDER

Section 5.01. Purchase of Trust Common Security. On the Closing Date, the Bank shall purchase the Trust Common Security issued by the Trust, for an amount at least equal to U.S.$[ ], at the same time as the Trust Preferred Securities are sold .

ARTICLE 6
TRUSTEES

Section 6.01. Number of Trustees. The number of Trustees initially shall be five (5), and:

(a) At any time before the issuance of any Trust Securities, the Bank may, by written instrument, increase or decrease the number of Trustees (subject to Section 6.03(a)); and

(b) After the issuance of any Trust Securities, the number of Trustees may be increased or decreased by vote of the Holder of the Trust Common Security at a meeting of the Holder of the Trust Common Security; provided , however , that the number of Trustees shall in no event be less than three (3); provided, further that at all times (i) if required by the Delaware Statutory Trust Act, one Trustee shall be the Delaware Trustee; (ii) there shall be at least one Trustee who is an employee or officer of, or is affiliated with the Bank or a Qualified Subsidiary (each, a “ Regular Trustee ”); and (iii) one Trustee shall be the Property Trustee to enforce the rights of the Trust Preferred Securities, and such Property Trustee may also serve as Delaware Trustee if it meets the applicable requirements.

Section 6.02. Delaware Trustee. If required by the Delaware Statutory Trust Act, one Trustee (the “Delaware Trustee”) shall be:

(a) A natural person who is a resident of the State of Delaware; or

(b) If not a natural person, an entity which has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law; provided, that, if the Property Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the Property Trustee may also be the Delaware Trustee (in which case, Section 3.11 hereof shall have no application).

Section 6.03. Property Trustee; Eligibility.

(a) There shall at all times be one Trustee which shall act as Property Trustee which shall:

(i) not be an Affiliate of the Bank;

(ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia

(or a corporation or other person permitted by the Commission to act as trustee pursuant to the Trust Indenture Act), authorized under such laws to exercise corporate trust powers and subject to supervision or examination by a federal, state, territorial or District of Columbia authority;

(iii) have at all times a combined capital and surplus of at least 50 million U.S. dollars (U.S.$50,000,000), and if such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to in clause (ii) above, then for the purposes of this Section 6.03(a)(iii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Property Trustee shall cease to be eligible to so act under Section 6.03(a) hereof, the Property Trustee shall immediately resign in the manner and with the effect set forth in Section 6.06(c) hereof.

(c) If the Property Trustee shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and the Holder of the Trust Common Security (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

(d) The Guarantees shall be deemed to be specifically described in this Agreement for purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

(e) The initial Property Trustee shall be The Bank of New York Mellon, a New York banking corporation.

Section 6.04. Qualifications of Regular Trustees and Delaware Trustee Generally. Each Regular Trustee and the Delaware Trustee (unless the Property Trustee also acts as Delaware Trustee) shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.

Section 6.05. Regular Trustees. The initial Regular Trustees shall be John Cipriani, Richard W. Ferguson and Joseph J. Rice.

(a) Except as expressly set forth in this Agreement and except if a meeting of the Regular Trustees is called with respect to any matter over which the Regular Trustees have power to act, any power of the Regular Trustees may be exercised by, or with the consent of, any one such Regular Trustee.

(b) Unless otherwise determined by the Regular Trustees, and except as otherwise required by the Delaware Statutory Trust Act or applicable law, any one Regular Trustee is authorized to execute on behalf of the Trust any documents which the Regular Trustees have the power and authority to cause the Trust to execute pursuant to Section 3.06(c) hereof.

Section 6.06. Appointment, Removal and Resignation of Trustees.

(a) Subject to Section 6.06(b) hereof, Trustees may be appointed or removed without cause at any time:

(A) until the issuance of any Trust Securities, by written instrument executed by the Bank; and

(B) after the issuance of any Trust Securities, by a Majority of the outstanding Trust Common Security voting as a class at a meeting of the Holder of the Trust Common Security,

provided, that the Holders of Trust Common Security shall remove (x) the Property Trustee and the Delaware Trustee, respectively, in the case of a material breach of representation of the Property Trustee or the Delaware Trustee, as applicable that is not cured within 60 days after notice of such breach has been given to the Property Trustee or Delaware Trustee, as applicable, and (y) the Property Trustee in an event of bankruptcy occurs with respect to the Property Trustee.

(b)

(i) the Trustee that acts as Property Trustee shall not be removed in accordance with Section 6.06(a) hereof until a successor Trustee possessing the qualifications to act as Property Trustee under Section 6.03 hereof (a “ Successor Property Trustee ”) has been appointed and has accepted such appointment by written instrument executed by such Successor Property Trustee and delivered to the Regular Trustees and the Sponsor; provided that the Holder of the Trust Common Security in the case of a removal of the Property Trustee pursuant to the proviso to clause (a) above shall use its reasonable best efforts to appoint a Successor Property Trustee within no more than 90 days of such removal;

(ii) the Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 6.06(a) hereof until a successor Trustee possessing the qualifications to act as Delaware Trustee under Section 3.11, Section 6.02 and Section 6.04 hereof (a “ Successor Delaware Trustee ”) has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Regular Trustees and the Sponsor; provided that the Holder of the Trust Common Security in the case of a removal of the Delaware Trustee pursuant to the proviso to clause (a) above shall use its reasonable best efforts to appoint a Successor Delaware Trustee within no more than 90 days of such removal;

(iii) no such removal of the Property Trustee or the Delaware Trustee shall be effective until all of the fees, charges, and expenses due and payable to such entity under or pursuant to this Agreement have been paid.

(c) A Trustee appointed to office shall hold office until his successor shall have been appointed or until his death, removal or resignation. Any Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided , however , that:

(i) no such resignation of the Trustee that acts as the Property Trustee shall be effective:

(A) until a Successor Property Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered to the Trust, the Sponsor and the resigning Property Trustee; or

(B) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the Holders of the Trust Securities; and

(ii) no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee; and

(iii) no such resignation of the Property Trustee or the Delaware Trustee shall be effective until all of the fees, charges, and expenses due and payable to such entity under or pursuant to this Agreement have been paid.

(d) The Holder of the Trust Common Security shall use its best efforts to promptly appoint a Successor Delaware Trustee or Successor Property Trustee, as the case may be, if the Property Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 6.06.

(e) If no Successor Property Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 6.06 within 60 days after delivery to the Sponsor and the Trust of an instrument of removal or resignation, the Property Trustee or Delaware Trustee, as applicable, resigning or being removed may petition, at the expense of the Trust, any court of competent jurisdiction for appointment of a Successor Property Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

(f) No Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the case may be.

(g) Upon termination of this Agreement or removal or resignation of the Property Trustee or Delaware Trustee, as applicable, pursuant to this Section 6.06, and before the appointment of any Successor Property Trustee or Successor Delaware Trustee, as applicable, the Trust shall pay to the Property Trustee or the Delaware Trustee, as applicable, all amounts to which it is entitled to the date of such termination, removal or resignation.

Section 6.07. Vacancies among Trustees. If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 6.01 hereof, or if the number of Trustees is increased pursuant to Section 6.01 hereof, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Regular Trustees or, if there are more than two, a majority of the Regular Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 6.06 hereof.

Section 6.08. Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul the Trust. Whenever a vacancy in the number of Regular Trustees shall occur, until such vacancy is filled by the appointment of a Regular Trustee in accordance with Section 6.06 hereof, the Regular Trustees in office, regardless of their number, shall have all the powers granted to the Regular Trustees and shall discharge all the duties imposed upon the Regular Trustees by this Agreement.

Section 6.09. Meetings. If there is more than one Regular Trustee, meetings of the Regular Trustees shall be held from time to time upon the call of any Regular Trustee. Regular meetings of the Regular Trustees may be held at a time and place fixed by resolution of the Regular Trustees. Notice of any in-person meetings of the Regular Trustees shall be hand delivered or otherwise delivered in writing (including by email or facsimile, followed by a hard copy) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Regular Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by email or facsimile, followed by a hard copy) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Regular Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Agreement, any action of the Regular Trustees may be taken at a meeting by vote of a majority of the Regular Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter,

provided that a Quorum is present, or without a meeting by the unanimous written consent of the Regular Trustees. Notwithstanding the foregoing, any and all actions of the Regular Trustees may be taken by the unanimous written consent of all Regular Trustees.

Section 6.10. Delegation of Power.

(a) Any Regular Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21, his or her power for the purpose of executing any documents contemplated in Section 3.06 hereof including any registration statement or amendment thereto filed with the Commission or making any other government filing; and

(b) The Regular Trustees shall have power to delegate from time to time to such of their number or to officers of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein.

Section 6.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Property Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Property Trustee or the Delaware Trustee, as the case may be, shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Property Trustee or the Delaware Trustee, as the case may be, shall be the successor hereunder of the Property Trustee or the Delaware Trustee, as the case may be; provided, that such corporation shall be otherwise qualified and eligible under this Article 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto, other than any such filing as may be required under the Delaware Statutory Trust Act.

ARTICLE 7
CAPITAL PAYMENTS

Section 7.01. Capital Payments.

(a) Capital Payments on the Trust Preferred Securities shall be due and payable to the extent Capital Payments on the Class B Preferred Securities have been declared (or have been deemed declared, even if the deemed declared Capital Payments on the Class B Preferred Securities were not authorized to be paid due to a lack of Operating Profits at the Company) and made by the Company and received by the Property Trustee as holder of the Class B Preferred Securities. Capital Payment on the Class B Preferred Securities will be made only when, as and if declared, or deemed declared, by the Company’s board of directors. Holders of the Trust Preferred Securities shall be entitled to receive due and payable Capital Payments in cash on the Trust Preferred Securities held by them, on a non-cumulative basis, payable quarterly in arrears on each Payment Date. Capital

Payments on the Trust Preferred Securities payable on each Payment Date shall accrue for the related Payment Period.

(b) For each Payment Period, Capital Payments shall accrue on the Liquidation Preference Amount of the Trust Preferred Security at a fixed rate per annum equal to the Stated Rate, calculated on the basis of a 360-day year of twelve 30-day months.

(c) If any Payment Date or Redemption Date falls on a day that is not a Business Day, the amounts payable on such Payment Date or Redemption Date will be paid on the next succeeding Business Day, without adjustment, interest or further payment as a result of such delay in payment.

(d) Capital Payments and other distributions on the Trust Preferred Securities shall be paid out of, and amounts available to the Trust for such payments shall be limited to, amounts received by the Trust from the Company with respect to the Class B Preferred Securities pursuant to the provisions of the LLC Agreement and from the Guarantor pursuant to the Class B Preferred Guarantee or the Trust Preferred Guarantee (including payments by the Guarantor under the Trust Preferred Guarantee to fund Capital Payments on the Trust Preferred Securities in the event of non-payment of deemed declared Capital Payments on the Class B Preferred Securities due to a lack of Operating Profits at the Company).

(e) Each Capital Payment shall be payable to the Holders of record as they appear on the Register on the corresponding record date. The record dates for the Trust Preferred Securities shall be (A) for Global Trust Preferred Certificates, the end of the Business Day immediately preceding the relevant Payment Date and (B) for Definitive Trust Preferred Certificates, the end of business of the 15 ^th Business Day prior to the relevant Payment Date.

(f) If and to the extent that the Company makes a distribution on the Class B Preferred Securities held by the Property Trustee or the Guarantor makes a payment under the Class B Preferred Guarantee (the amount of any such distribution or payment being a “ Payment Amount ”), the Holder of the Trust Common Security shall be entitled to receive a pro rata portion of such Payment Amount if, as and when funds are held by the Property Trustee in a Property Account; provided, however , upon the liquidation of the Trust and during the continuance of a default under the Initial Obligation or the Substitute Obligations or a failure by the Guarantor to perform any obligation under the Guarantees, holders of the Trust Preferred Securities will have a preference over the holder of the Trust Common Security with respect to payments of Capital Payments and other distributions and amounts upon redemption or liquidation of the Trust.

(g) The payment of Capital Payments on the Trust Preferred Securities and any amount payable in liquidation or upon redemption thereof, 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, levied or collected by or on behalf of the United States or Germany (or any jurisdiction from which payments are made) or, during any period in which any Substitute Obligations are outstanding, the

jurisdiction of residence of any obligor on such Substitute Obligations (or any jurisdiction from which payments are made) (each, a “ Relevant Jurisdiction ”) or by or on behalf of any political subdivision or authority therein or thereof having the power to tax (collectively, “ Withholding Taxes ”), unless such deduction or withholding is required by law. In such event, the Trust will pay, as additional Capital Payments, such additional amounts (“ Additional Amounts ”) to the Holders of the Trust Preferred Securities as may be necessary in order that the net amounts received by the Holders of the Trust Preferred Securities after such deduction or withholding for or on account of Withholding Taxes shall equal the amounts that otherwise would have been received in respect of the Trust Preferred Securities had no such deduction or withholding been required; provided , however , that no such Additional Amounts shall be payable in respect of the Trust Preferred Securities:

(i) if and to the extent that the Company is unable to pay corresponding amounts in respect of the Class B Preferred Securities because of insufficient Distributable Profits of the Bank for the preceding fiscal year (after subtracting from such Distributable Profits the aggregate amount of the Capital Payments on the Class B Preferred Securities and any capital payments or dividends or other distributions payable on Preferred Tier 1 Securities, if any already paid on the basis of such Distributable Profits on or prior to the date on which such Additional Amounts would otherwise be payable);

(ii) with respect to any Withholding Taxes that are payable by reason of a Holder or beneficial owner of the Trust Preferred Securities having some connection with any Relevant Jurisdiction other than by reason only of the mere holding or beneficial ownership of the Trust Preferred Securities;

(iii) with respect to any Withholding Taxes which are deducted or withheld pursuant to (A) 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 (B) 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 (C) any provision of law implementing, or complying with, or introduced to conform with, such Directive, Regulation, treaty or understanding; or

(iv) to the extent such deduction or withholding can be avoided or reduced if the Holder or beneficial owner 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 (iv) shall not apply if the certification, information, documentation or other reporting requirement would be materially more onerous (in form, procedure or substance of information required to be disclosed) to the Holder or 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).

ARTICLE 8
ISSUANCE OF TRUST SECURITIES

Section 8.01. Designation and General Provisions Regarding Trust Securities.

(a) The Regular Trustees shall on behalf of the Trust issue one class of preferred securities representing preferred undivided beneficial ownership interests in the Trust Estate and one class of common securities representing undivided beneficial ownership interests in the Trust Estate as follows:

(i) Trust Preferred Securities . There is hereby designated as one class of preferred securities the noncumulative Trust Preferred Securities (the “ Trust Preferred Securities ”). The Trust Preferred Securities shall be issued in minimum denomination of a liquidation preference amount of U.S.$ [ ] per Trust Preferred Security (the “ Liquidation Preference Amount ”) or greater integral multiples thereof. The Trust Preferred Securities shall be issued with an aggregate Liquidation Preference Amount of U.S.$ [ ]. The Global Trust Preferred Certificates evidencing the Trust Preferred Securities shall be substantially in the form of Exhibit A to this Agreement, with such changes and additions thereto or deletions therefrom or in any other manner as is reasonably acceptable to the Regular Trustees (as evidenced by their execution thereof), and may have such letters, numbers or other marks of identification or designation and such legends and endorsements as the Regular Trustee may deem appropriate, or as may be required by ordinary usage, custom or practice or as may be requested to comply with any law or to conform to the rules of any stock exchange on which the Trust Preferred Securities are listed.

(ii) Trust Common Security . There is hereby designated as one class of common securities the noncumulative Trust Common Security (the “ Trust Common Security ” and, together with the Trust Preferred Securities, the “ Trust Securities ”). The Trust Common Security shall be issued with an aggregate liquidation amount of U.S.$ [ ]. The Trust Common Security Certificate evidencing the Trust Common Security shall be substantially in the form of Exhibit B to this Agreement, with such changes and additions thereto or deletions therefrom, or in any other manner as is reasonably acceptable to the Regular Trustees (as evidenced by their execution thereof), and may have such letters, numbers or other marks of identification or designation and such legends and endorsements as the Regular Trustee may deem appropriate, or as may be required by ordinary usage, custom or practice or as may be requested to comply with any law.

(b) The Trust shall issue no securities or other interests in the Trust Estate of the Trust other than the Trust Preferred Securities and the Trust Common Security.

Class B Preferred Securities in all respects except for the issue date, the date from which Capital Payments accrue on the Class B Preferred Securities, the issue price, and any other deviations required for compliance with applicable law, so as to form a single series with the Class B Preferred Securities. In such circumstances, and without consent of the holders of the Trust Preferred Securities, the Trust will issue additional Trust Preferred Securities having the same terms and conditions as the Trust Preferred Securities in all respects except for the issue date, the date from which Capital Payments accrue on the Trust Preferred Securities, the issue price and any other deviations required for compliance with applicable law, so as to form a single series with the Trust Preferred Securities, in consideration for the receipt of such additional Class B Preferred Securities equal to the aggregate liquidation preference amount of such additional Trust Preferred Securities.

(c) Each of the Trust Securities shall be signed by a Regular Trustee for the Trust by manual or facsimile signature. No Trust Security shall be valid or obligatory for any purposes or entitled to any benefit under this Agreement until authenticated by the manual signature of an Authorized Officer of the Property Trustee. Such signature shall be conclusive evidence that the Trust Security has been authenticated and delivered under this Agreement and entitled to its benefits. All Trust Securities shall be dated the date of their execution. Trust Securities bearing signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust or authenticate on behalf of the Property Trustee, as applicable shall be validly issued notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities. Upon a written order of the Trust, signed by at least one Regular Trustee, directing the Property Trustee to authenticate and deliver Trust Securities, the Property Trustee shall authenticate and deliver the Trust Securities for original issue.

The Property Trustee is authorized to enter into the agency agreement (the “Agency Agreement” ) dated the date hereof with the Bank, the Paying Agent, the Company and the Trust, and is authorized to appoint as Authenticating Agent the Paying Agent or another agent acceptable to the Trust to authenticate the Trust Preferred Securities. An Authenticating Agent may authenticate Trust Preferred Securities whenever the Property Trustee may do so. Each reference in this Agreement to authentication by the Property Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as the Property Trustee to transact with the Sponsor or any Affiliate of the Sponsor. Pursuant to the Agency Agreement, the initial Authenticating Agent shall be Deutsche Bank Trust Company Americas.

(d) The consideration received by the Trust for the issuance of the Trust Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.

(e) Upon issuance of the Trust Securities as provided in this Agreement, the Trust Securities so issued shall be deemed to be validly issued, fully paid and nonassessable, subject to Section 11.01 hereof with respect to the Trust Common Security.

(f) Every Person, by virtue of having become a Holder of a Trust Preferred Security in accordance with the terms of this Agreement, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Agreement.

Section 8.02. Priority of Payments on Trust Securities. Payment of Capital Payments on, and other distributions and amounts on redemption of the Trust Securities or liquidation of the Trust shall be made pro rata among the Trust Common Security and the Trust Preferred Securities, based on the Liquidation Preference Amount and the liquidation amount thereof; provided, however, that upon the occurrence and during the continuance of a failure to pay interest or additional interest amounts, if any, under the Initial Obligation or the Substitute Obligations or a failure by the Bank to perform any obligation under the Trust Preferred Guarantee or the Class B Preferred Guarantee, no payment of Capital Payments or any other distributions of amounts, including upon redemption or liquidation of the Trust will be made to the holder of the Trust Common Security, unless payment in full in cash of all accumulated and unpaid Capital Payments on, and amounts on redemption of, the Trust Preferred Securities have been made or provided for.

Section 8.03. Redemption of Trust Securities.

(a) Except as set forth in Section 8.02, upon a purchase of the Class B Preferred Securities by the Company upon redemption or otherwise, the proceeds from such purchase shall be simultaneously applied to redeem the Trust Securities for an amount equal to U.S.$ [ ] per Trust Preferred Security and an amount equal to U.S.$ [ ] per Trust Common Security, plus Additional Amounts, if any, plus any accumulated and unpaid Capital Payments in respect of the then current Payment Period to but excluding the date of redemption (the “ Redemption Price ”). In the event that payment of the Redemption Price in respect of any Trust Securities is improperly withheld or refused and not paid, Capital Payments on such Trust Securities shall continue to accrue at the Stated Rate from the designated Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Redemption Date for purposes of calculating the Redemption Price. The Property Trustee shall give prompt notice to the Holders of the Trust Preferred Securities of the Company’s intention to redeem the Class B Preferred Securities.

(b) If, at any time, a Trust Special Redemption Event shall occur and be continuing, the Regular Trustees shall, within 90 days following the occurrence of such Trust Special Redemption Event, after consultation with DTC, the Paying Agent and the Property Trustee dissolve the Trust upon not less than 30 nor more than 60 days’ notice to the Holders of the Trust Securities, with the result that, after satisfaction of the claims of creditors of the Trust, if any, Class B Preferred Securities would be distributed on a pro rata basis to the Holders of the Trust Preferred Securities and the Holder of the Trust Common Security in liquidation of such Holders’ interest in the Trust; provided , however , that, if, at such time, the Trust has the opportunity to eliminate, within such 90-day period, the Trust Special Redemption Event by taking some Ministerial Action, then the Trust shall pursue such measure in lieu of dissolution.

(c) If the Class B Preferred Securities are distributed to the Holders of the Trust Preferred Securities, the Bank shall use its commercially reasonable efforts to cause such Class B Preferred Securities to be eligible for clearing and settlement through DTC or a successor clearing agent and to be listed on the New York Stock Exchange or such other securities exchange or similar organization as the Trust Preferred Securities are then listed or quoted.

(d) On the date fixed for any distribution of Class B Preferred Securities, upon dissolution of the Trust, (i) the Trust Securities shall be deemed to be redeemed and no longer be deemed to be outstanding and (ii) certificates representing Trust Securities shall be deemed to represent the Class B Preferred Securities having an aggregate liquidation preference amount equal to the Liquidation Preference Amount of, and bearing accumulated and unpaid Capital Payments equal to accumulated and unpaid Capital Payments on, such Trust Securities until such certificates are presented to the Company or its agent for transfer or reissuance.

(e) Unless otherwise provided in this Agreement, the Trust Securities shall not be redeemable at any time at the option of the Holders of the Trust Securities.

(f) Any Trust Securities that are redeemed shall be canceled, and not reissued, following their redemption.

(g) No vote or consent of the Holders of any Trust Securities shall be required for the Trust to redeem and cancel any Trust Securities or distribute Class B Preferred Securities in accordance with this Agreement and the terms of the Trust Securities.

Section 8.04. Redemption Procedures.

(a) Redemption Notice . An irrevocable notice of redemption (including, if applicable, an irrevocable notice of distribution of Class B Preferred Securities) of the Trust Securities (a “ Redemption Notice ”) shall be given by the Trust in the manner set forth in Section 15.01 hereof to each Holder of Trust Securities to be redeemed not fewer than 30 nor more than 60 calendar days before the proposed Redemption Date (which, in the case of a redemption of the Class B Preferred Securities, shall be the same as the Class B Redemption Date) or such other time period or in such manner as may be required by the relevant regulatory authorities. A Redemption Notice shall be deemed to be given on the day such notice is first delivered, telecopied or mailed by first-class mail, registered or certified postage prepaid, to Holders of the Trust Securities. Each Redemption Notice shall be addressed to the Holders of the Trust Securities at the address of each such Holder appearing in the Register. No defect in the Redemption Notice or in the delivery thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.

(b) Payment of Redemption Price . Except in the case of a distribution of the Class B Preferred Securities to the Holders of the Trust Preferred Securities, and provided the Company or the Guarantor has paid to the Property Trustee a sufficient amount of cash in connection with the related redemption of Class B Preferred Securities, then by 9:00 a.m.,

New York City time, on the Redemption Date, the Property Trustee shall (i) with respect to Global Trust Preferred Certificates, irrevocably deposit with DTC funds sufficient to pay the applicable Redemption Price thereon together with irrevocable instructions to DTC to make such payment or (ii) with respect to Definitive Trust Preferred Certificates, irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price thereon, together with irrevocable instructions to the Paying Agent to make such payment by check mailed to the relevant Holder (at its address in the Register on the Redemption Date) upon surrender of its Definitive Trust Preferred Certificates.

(c) Upon satisfaction of the foregoing conditions, all rights of Holders of such Trust Securities so called for redemption shall cease on the Redemption Date, except the right of the Holders of such Trust Securities to receive the applicable Redemption Price (without interest thereon from and after the Redemption Date) or distribution of Class B Preferred Securities with the applicable liquidation preference amount.

If any 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 of such delay in payment.

(d) Subject to the foregoing redemption provisions and procedures and applicable law (including, without limitation, U.S. federal securities law), the Bank or its Subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the secondary market or by private agreement.

Section 8.05. Voting Rights of Trust Preferred Securities.

(a) Except as shall be otherwise expressly provided in this Agreement or the LLC Agreement or as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securities.

(b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided , however , that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge.

(c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g) hereof, the Holders of a Majority of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred Securities, to (i) exercise the remedies available to it under the LLC Agreement as a Holder of the Class B Preferred Securities or (ii) consent to any amendment, modification, or termination of the LLC Agreement or the Class B Preferred Securities where such consent shall be required; provided , however , that where a consent or action under the LLC Agreement would require the consent or action of the Holders of more than 50% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage of the Trust Preferred Securities may direct the Property Trustee to give such consent or take such action on behalf of the Trust.

(d) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the Property Trustee’s rights under the Class B Preferred Securities without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity.

(e) Nothing in this Agreement shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement of the Trust Preferred Guarantee.

(f) In the event the consent of the Property Trustee, as the holder of the Class B Preferred Securities, is required under the LLC Agreement with respect to any amendment, modification or termination of the LLC Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority of the Trust Securities voting together as a single class; provided , however , that where a consent under the LLC Agreement would require the consent of the holders of more than 50% of the Class B Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage of the Trust Securities.

(g) The Property Trustee shall be under no obligation to take any of the actions described in Section 8.05(c)(i) or (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will be classified as a grantor trust for United States federal income tax purposes and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estate.

(h) Any required vote of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, to be given to the Holders of the Trust Preferred Securities in the manner set forth in Section 15.01 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.

(i) The voting rights provided pursuant to this Section 8.05 and applicable laws may be waived by the Holders of the Trust Preferred Securities by written notice to the Property Trustee and in accordance with applicable laws.

Section 8.06. Voting Rights of the Trust Common Security.

(a) Except as shall be otherwise expressly provided in this Agreement or in the LLC Agreement or as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or other applicable law, the Holder of the Trust Common Security shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Preferred Securities. The Holder of the Trust Common Security is entitled, subject to Article 6 hereof, to vote to appoint, remove or replace any Trustee or to increase or decrease the number of Trustees.

(b) Only after all Enforcement Events have been cured, waived, or otherwise eliminated and subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances pursuant to Section 8.06(c), the Holder of the Trust Common Security has the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Agreement, including the right to direct the Property Trustee, as holder of the Class B Preferred Security, to (i) exercise the remedies available to it under the LLC Agreement as a holder of the Class B Preferred Securities (with regard to the Class B Preferred Securities relating to the Trust Common Security) or (ii) consent to any amendment, modification, or termination of the LLC Agreement or the Class B Preferred Securities (with regard to the Class B Preferred Securities relating to the Trust Common Security) where such consent shall be required.

(c) The Property Trustee shall be under no obligation to take any of the actions described in Section 8.06(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that, following such action, the Trust will be classified as a grantor trust for United States federal income tax purposes and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estate.

(d) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities after a Holder of the Trust Common Security has made a written request, such Holder of the Trust Common Security may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company, to enforce the Property Trustee’s rights under the Class B Preferred Securities without first instituting any legal proceeding against the Property Trustee or any other person or entity.

(e) The voting rights provided pursuant to this Section 8.06 and applicable laws may be waived by the Holder of the Trust Common Security by written notice to the Property Trustee and in accordance with the applicable laws.

Section 8.07. Paying Agent. The Trust shall maintain in the Borough of Manhattan, City of New York, State of New York, an office or agency where the Trust Preferred Securities may be presented for payment (“ Paying Agent ”). The Regular Trustees may appoint the Paying Agent and may appoint one or more additional paying agents in such other locations as they shall determine. The term “Paying Agent” includes any additional paying agent. Any Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. The Trust may remove any Paying Agent or appoint a successor or additional Paying Agent on not less than 30 days’ notice to the Holders of the Trust Securities. The Trust shall notify the Property Trustee of the name and address of any Paying Agent not a party to this Agreement. If the Trust fails to appoint or maintain another entity as Paying Agent, the Property Trustee shall act as such. The Trust or any of its Affiliates may act as Paying Agent. Deutsche Bank Trust Company Americas shall initially act as Paying Agent for the Trust Preferred Securities and the Trust Common Security. Any Paying Agent may resign as Paying Agent upon 30 days’ written notice to the Regular Trustees.

Section 8.08. Listing. The Bank shall use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange.

Section 8.09. Acceptance of Guarantees and Agreements. Each Holder and beneficial owner of the Trust Preferred Securities, by purchase and holding of its Trust Preferred Securities, is deemed (i) to agree to the provisions of the Trust Preferred Guarantee, including the subordination provisions therein, and (ii) to represent and warrant that on each day that it holds Trust Preferred Securities (or Class B Preferred Securities) either (A) it is not itself, and is not acquiring any Trust Preferred Securities (or Class B Preferred Securities) with “plan assets” of an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, a governmental plan which is subject to any non-U.S., federal, state or local law that is substantially similar to such provisions of ERISA or the Code ( “Similar Law” ) or an entity whose underlying assets include “plan assets” by reason of any such plan’s investment in the entity or (B) the purchase, holding and redemption of any Trust Preferred Securities (or Class B Preferred Securities) does not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any provision of Similar Law.

ARTICLE 9
TERMINATION AND LIQUIDATION OF THE TRUST

Section 9.01. Dissolution of Trust.

(a) The Trust shall dissolve:

(i) upon the bankruptcy, insolvency or dissolution of the Bank;

(ii) upon the filing of a certificate of dissolution or its equivalent with respect to the Company;

(iii) upon the entry of a decree of a judicial dissolution of the Company or the Trust;

(iv) when the Trust Securities shall have been called for redemption and (x) the applicable Redemption Price shall have been paid to the Holders of the Trust Securities or (y) in connection with a redemption upon the occurrence of a Trust Special Redemption Event, all of the Class B Preferred Securities shall have been distributed to the Holders of the Trust Securities in exchange for the Trust Securities;

(v) with the consent thereto of a Majority of the Trust Securities, voting together as a single class; or

(vi) before the issuance of any Trust Securities, with the consent of all of the Regular Trustees and the Sponsor;

provided, that, if a claim has been made under the Trust Preferred Guarantee, the Trust shall not dissolve until (x) such claim has been satisfied and the proceeds therefrom have been distributed to the Holders of the Trust Securities or (y) the Class B Preferred Securities have been distributed to the Holders of the Trust Securities pursuant to Section 9.02 hereof.

(b) As soon as is practicable after the occurrence of an event referred to in Section 9.01(a) hereof, the Trustees shall file a certificate of cancellation with the office of the Secretary of State of the State of Delaware.

Section 9.02. Liquidation Distribution upon Termination and Dissolution of the Trust. In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Trust (other than following a redemption of the Class B Preferred Securities) (the “ Trust Liquidation ”), the Holders of the Trust Securities on the date of the Trust Liquidation shall be entitled to receive, after satisfaction of the Trust’s liabilities to creditors (if any), the Class B Preferred Securities in an aggregate liquidation preference amount

equal to the aggregate Liquidation Preference Amount or liquidation amount, as applicable, of such Trust Securities, plus accumulated and unpaid Capital Payments thereon and Additional Amounts, if any, in respect of the related Class B Payment Period, and pro rata based on the respective Liquidation Preference Amount or liquidation amount, as applicable, of the Trust Securities, the remainder of the Trust Estate of the Trust. The rights of the Holder of the Trust Common Security under the Class B Preferred Securities received by such Holder upon liquidation of the Trust to any amounts payable on the Class B Preferred Securities (including pursuant to the Class B Preferred Guarantee) will be subordinated to rights of the Holders of the Trust Preferred Securities under Class B Preferred Securities received by such Holders upon liquidation of the Trust and, upon the Trust Liquidation, such Holder of the exchanged Trust Common Security will execute and deliver any additional instruments necessary or appropriate to enforce subordination in favor of such other Holders of the exchanged Trust Preferred Securities.

ARTICLE 10
TRANSFER OF INTERESTS

Section 10.01. Form and Denomination of Trust Preferred Securities

(a) The Trust Preferred Securities shall be issued in the form of one or more fully registered Global Trust Preferred Certificates, in minimum denomination of U.S.$[ ] in Liquidation Preference Amount, or integral multiples thereof, registered in the Register in the name of Cede & Co., the nominee of DTC, and be deposited with a custodian for DTC. Definitive Trust Preferred Securities representing individual Trust Preferred Securities shall not be issued except as provided in Section 10.06 hereof.

(b) The Global Trust Preferred Certificates will be maintained on the book-entry deposit system of DTC in accordance with the procedures established by DTC. Beneficial ownership of such Global Trust Preferred Certificates will be evidenced solely through the book-entry records system maintained by DTC. Beneficial owners of Global Trust Preferred Certificates will not be recognized by the Trustees as “Holder” of the Global Trust Preferred Certificate or the Trust Preferred Security represented thereby, and beneficial owners of such Global Trust Preferred Certificates will only be able to exercise the rights of the Holders of Trust Preferred Securities indirectly through DTC and its participants and shall be subject to any agreements between the beneficial owners and DTC and/or its participants.

(c) All of the Trust Preferred Securities issued in accordance with this Agreement shall be validly issued, fully paid and non-assessable interests in the Trust and shall be entitled to the benefits of this Agreement.

Section 10.02. Deemed Security Holders. The Trustees may treat the Person in whose name any Global Trust Preferred Certificate or the Trust Common Security shall be registered in the Register as the sole Holder of such Global Trust Preferred Certificate or Trust Common Security, as applicable, and of the securities represented thereby for purposes of receiving Capital Payments and for all other

purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Global Trust Preferred Certificate or Trust Common Security or in the securities represented thereby on the part of any Person, whether or not the Trust shall have actual or other notice thereof.

Section 10.03. Global Trust Preferred Certificates. Unless and until Definitive Trust Preferred Certificates have been issued to the Holders of the Trust Preferred Securities pursuant to Section 10.06:

(a) the provisions of this Section 10.03 shall be in full force and effect and to the extent that the provisions of this Section 10.03 conflict with any other provisions of this Agreement, the provisions of this Section 10.03 shall control;

(b) the Trust and the Trustees shall be entitled to deal with DTC as the sole Holder of the Global Trust Preferred Certificates for all purposes of this Agreement (including the payment of Capital Payments on the Global Trust Preferred Certificates and exercising the rights of the Holders of Trust Preferred Securities under this Agreement, and receiving approvals, votes or consents hereunder) and shall have no obligation to the beneficial owners of the Trust Preferred Securities;

(c) the rights of the beneficial owners of the Global Trust Preferred Certificates shall be exercised only through DTC as Holder of the Global Trust Preferred Certificates and its participants and shall be subject to any agreement between such beneficial owners and DTC and/or its participants;

(d) all Capital Payments and any other payments due on account of or with respect to the Global Trust Preferred Certificate shall be made to DTC as provided herein and neither the Trust nor any Trustee nor any agent of any of them shall have any responsibility or liability for the disbursement of such payments by DTC or any participant to beneficial owners of Global Trust Preferred Certificates;

(e) transfers of beneficial ownership of such Global Trust Preferred Certificates shall be made on the books and records of DTC and/or its participants;

(f) solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Agreement, so long as Definitive Trust Preferred Certificates have not been issued, the Trustees may conclusively rely on, and shall be fully protected in relying on, any written instrument (including a proxy) delivered to the Trustees by DTC setting forth the beneficial owners of the Trust Preferred Securities votes or assigning the right to vote on any matter to any other Person either in whole or in part; and

(g) notwithstanding any other provisions of this Agreement, a Global Trust Preferred Certificate may not be transferred except by DTC in whole and not in part to its successor as a Clearing Agency or to a nominee or depositary of either thereof.

Section 10.04. Notices to Clearing Agency. Whenever a notice or other communication to the Holders of the Trust Preferred Securities is required under this Agreement, unless and until Definitive Trust Preferred Certificates shall have been issued pursuant to Section 10.06 hereof, the Regular Trustees shall give all such notices and communications specified herein to be given to DTC as the registered Holder of the Trust Preferred Securities, and shall have no notice obligations to the beneficial owners of the Global Trust Preferred Certificate.

Section 10.05. Appointment of Successor Clearing Agency. If DTC elects to discontinue its services as clearing agency with respect to the Trust Preferred Securities, the Regular Trustees shall use their best efforts to appoint a successor to DTC as a Clearing Agency with respect to such Trust Preferred Securities.

Section 10.06. Definitive Trust Preferred Certificates. If DTC notifies the Trust that it is unwilling or unable to continue its services as depositary for the Trust Preferred Securities or ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary or clearing agency is not appointed within 90 days after such discontinuance pursuant to Section 10.05, or if the Trust determines in its sole discretion that the Global Trust Preferred Certificate shall be exchangeable for Definitive Trust Preferred Certificates then:

(i) Definitive Trust Preferred Certificates shall be prepared by the Property Trustee on behalf of the Trust with respect to the Trust Preferred Securities; and

(ii) upon surrender of each Global Trust Preferred Certificate by DTC, accompanied by registration instructions, the Property Trustee shall cause Definitive Trust Preferred Certificates to be delivered to those Persons who were beneficial owners of the Trust Preferred Securities represented by a Global Trust Preferred Certificate, in accordance with the instructions of DTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on and shall be protected in relying on, said instructions of DTC. Any Person receiving a Definitive Trust Preferred Certificate in accordance with this Section 10.06 shall be recognized as a Holder upon receipt of such Definitive Trust Preferred Certificate and shall be registered in the Register of the Trust as a Holder of Trust Preferred Securities; and

(iii) any Capital Payments or other payments due on Definitive Trust Preferred Certificates will be made by wire transfer or by check mailed to the address of the Holder as it appears on the Register on the relevant record date. The final payment on any Definitive Trust Preferred Certificates, however, will be made only upon presentation, and surrender thereof at the office of the Paying Agent on a Business Day. Subject to applicable escheat laws, claims to Capital Payments on Definitive Trust Preferred Certificates, or amounts payable upon redemption, will become void unless presented for payment within a period of (i) with respect to Capital Payments, four years from the relevant Payment Date, or (ii) with respect to amounts payable upon redemption, ten years from the Redemption Date.

Section 10.07. Registration of Trust Securities. The Registrar shall keep or cause to be kept a register for the Trust Securities issued hereunder (herein called the “ Register ”) in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration of Trust Securities and of transfers and exchanges of Trust Securities as herein provided. The Register shall be in written form or capable of being converted into written form within a reasonable time. The Registrar shall record on the Register each Trust Security executed and delivered pursuant to this Agreement.

Section 10.08. Transfer and Exchanges of Trust Securities.

(a) Trust Securities may only be transferred, in whole or in part, in accordance with the terms of this Agreement and of the Trust Securities. Any transfer or purported transfer of any Trust Security not made in accordance with this Agreement shall be null and void.

(b) Subject to this Article 10 (and, in the case of the Trust Common Security, subject to Section 4.03(a)), Trust Securities shall be freely transferable.

(c) The Trustees and the Registrar shall not be required to issue, register the transfer of, or exchange any Trust Security from and after the opening of business 15 days before the Redemption Date.

(d) No service charge shall be made for any registration of transfer or exchange of a Trust Security, but the Trustees or the Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of a Trust Security.

(e) Title to any Trust Security that is properly endorsed or accompanied by a properly executed instrument of transfer or endorsement shall be transferable by delivery with the same effect as in the case of a negotiable instrument.

(f) Certificates may be transferred upon surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly endorsed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes or government charges that may be imposed in relation to such transfer. Upon surrender for registration of transfer of a Certificate, the Regular Trustees and the Property Trustee shall cause one or more new Certificates to be executed and authenticated pursuant to the applicable provisions of this Agreement in the name of the designated transferee or transferees. Global Trust Preferred Certificates and the Trust Common Security may only be transferred in whole but not in part. Definitive Trust Preferred Certificates may be transferred in whole or in part subject to the applicable minimum denomination requirements under this Agreement. If only part of Definitive Trust Preferred Certificates is transferred, a new Definitive Trust Preferred Certificate shall be issued to the transferor within three Business Days after the Registrar receives the Definitive Trust Preferred Certificate. The new Definitive Trust Preferred Certificate

representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three Business Days after the Trust receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the transferee, to the address specified on the form of transfer.

(g) At the option of the Holder, Certificates may be exchanged for other Certificates in no less than the applicable minimum denominations in a like aggregate Liquidation Preference Amount or liquidation amount, as applicable. Upon surrender for registration of exchange of a Certificate, subject to the conditions to transfer set forth in this Agreement, the Regular Trustees and the Property Trustee shall execute, authenticate and deliver pursuant to the applicable provisions of this Agreement, a new Certificate of like aggregate Liquidation Preference Amount or liquidation amount, as applicable, as the Certificate surrendered for exchange.

(h) As a condition precedent to the registration of the transfer or exchange of any Trust Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature, (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Agreement and (iii) such other information as the Registrar may reasonably request.

(i) Each Certificate surrendered for registration of transfer or exchange shall be cancelled by the Property Trustee. Except as prohibited by applicable law or regulation, the Property Trustee or the Registrar may destroy such cancelled Certificate or otherwise dispose of it in accordance with its usual practices.

(j) By acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this Agreement.

(k) The Registrar shall not be responsible for ascertaining whether any transfer complies with, or otherwise to monitor or determine compliance with, the requirements or terms of the Securities Act, applicable state securities laws, ERISA, the Code or the 1940 Act; except that if a certificate is specifically required by the terms of this Section 10.08 to be provided to the Registrar by a prospective transferee, the Registrar shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face to the applicable requirements of this Section 10.08.

Section 10.09. Lost or Stolen Trust Securities, Etc. If (i) any mutilated Certificate shall be surrendered to the Registrar, or if the Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there shall be delivered to the Registrar, the Regular Trustee and the Property Trustee such security or indemnity as may be required by them to hold each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser or, as applicable, any protected purchaser, the Regular Trustees and the Property

Trustee shall make available for delivery, in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate, a new Certificate of a like aggregate liquidation amount. In connection with the issuance of any new Certificate, the Registrar, the Regular Trustee or the Property Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of a Certificate corresponding to that evidenced by the lost, stolen or destroyed Certificate, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

ARTICLE 11
LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES, TRUSTEES OR
OTHERS

Section 11.01. Liability.

(a) Except as expressly set forth in this Agreement, the Trust Preferred Guarantee and the terms of the Trust Securities, the Bank, the Guarantor, the Sponsor and the Trustees shall not be:

(i) personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Trust Securities, which shall be made solely from assets of the Trust; and

(ii) required to pay to the Trust or to any Holder of the Trust Securities any deficit upon dissolution of the Trust or otherwise.

(b) Notwithstanding any other provision herein, the Holder of the Trust Common Security, by entering into this Agreement, agrees that it shall be liable directly to any creditor or claimant of or against the Trust for the entire amount of all of the debts and obligations of the Trust (other than obligations to the Holders of the Trust Securities in their capacities as Holders) to the extent not satisfied out of the Trust’s assets. This Section 11.01(b) shall automatically terminate upon (i) the adoption of final or temporary U.S. federal tax regulations which, if the Trust were not classified as a grantor trust for U.S. federal income tax purposes, would result in the classification of the Trust as a partnership for U.S. federal tax purposes without regard to its organic characteristics and (ii) the taking of such action, if any, by the Trust or the Holders of the Trust Securities as may be necessary to achieve such classification.

(c) Pursuant to Section 3803(a) of the Delaware Statutory Trust Act, the Holders of the Trust Preferred Securities shall be entitled to the same limitation of personal

liability extended to shareholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 11.02. Exculpation.

(a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement or by law, except that a Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Capital Payments to Holders of the Trust Securities might properly be paid.

Section 11.03. Fiduciary Duty.

(a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Agreement shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between an Indemnified Person and any Covered Person; or

(ii) whenever this Agreement or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of the Trust Securities,

the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such

interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise.

(i) in its “discretion” or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or

(ii) in its “good faith” or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or by applicable law.

Section 11.04. Indemnification.

(a)

(i) To the fullest extent permitted by applicable law, the Bank shall indemnify and hold harmless any Bank Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he is or was a Bank Indemnified Person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Bank Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(ii) The Bank shall indemnify, to the fullest extent permitted by law, any Bank Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Bank Indemnified Person against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue

or matter as to which such Bank Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

(iii) To the extent that a Bank Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 11.04(a), or in defense of any claim, issue or matter therein, he shall be indemnified by the Bank, to the fullest extent permitted by law, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(iv) Any indemnification under paragraphs (i) and (ii) of this Section 11.04(a) (unless ordered by a court) shall be made by the Bank only as authorized in the specific case upon a determination that indemnification of the Bank Indemnified Person is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (i) and (ii). Such determination shall be made (1) by the Regular Trustees by a majority vote of a Quorum consisting of such Regular Trustees who were not parties to such action, suit or proceeding, (2) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Holder of the Trust Common Security.

(v) Expenses (including attorneys’ fees) incurred by a Bank Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 11.04(a) shall be paid by the Bank in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Bank Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Bank as authorized in this Section 11.04(a). Notwithstanding the foregoing, no advance shall be made by the Bank if a determination is reasonably and promptly made (i) by the Regular Trustees by a majority vote of a Quorum of disinterested Regular Trustees, (ii) if such a Quorum is not obtainable, or , even if obtainable, if a Quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion or (iii) the Holder of the Trust Common Security, that, based upon the facts known to the Regular Trustees, counsel or the Holder of the Trust Common Security at the time such determination is made, such Bank Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such Bank Indemnified Person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Regular Trustees, independent legal counsel or the Holder of the Trust Common Security reasonably determine that such person deliberately breached his duty to the Trust or to the Holder of the Trust Common Security.

(vi) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 11.04(a) shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of shareholders or disinterested directors of the Bank or Holders of the Trust Securities or otherwise. All rights to indemnification under this Section 11.04(a) shall be deemed to be provided by a contract between the Bank and each Bank Indemnified Person who serves in such capacity at any time while this Section 11.04(a) is in effect. Any repeal or modification of this Section 11.04(a) shall not affect any rights or obligations then existing.

(vii) The Bank or the Trust may purchase and maintain insurance on behalf of any person who is or was a Bank Indemnified Person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Bank would have the power to indemnify him against such liability under the provisions of this Section 11.04(a).

(viii) For purposes of this Section 11.04(a), references to “the Trust” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 11.04(a) with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

(ix) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 11.04(a) shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Bank Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) The Bank agrees to indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee and (iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Property Trustee and the Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a “ Fiduciary Indemnified Person ”) for, and to hold each Fiduciary Indemnified Person harmless against, any loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on the part of the Fiduciary Indemnified Person arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 11.04(b) shall survive the satisfaction and discharge of this Agreement.

Section 11.05. Outside Businesses.

Any Covered Person, the Bank, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of the Trust Securities shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. Any Covered Person, the Bank, the Delaware Trustee or the Property Trustee shall not be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Bank, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Bank or any Affiliate of the Bank, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Bank or its Affiliates.

ARTICLE 12
ACCOUNTING

Section 12.01. Fiscal Year.

The fiscal year of the Trust (“ Fiscal Year ”) shall be the calendar year, or such other year as is required by the Code or the Treasury Regulations.

Section 12.02. Certain Accounting and Reporting Matters.

(a) At all times during the existence of the Trust, the Regular Trustees shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail, each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. The books of account and the records of the Trust shall be examined by and reported upon as of the end of each Fiscal Year by a firm of independent certified public accountants selected by the Regular Trustees.

(b) Within 90 days after the end of each Fiscal Year, the Property Trustee shall provide to the Holder of the Trust Common Security the audited financial statements of the Trust for such Fiscal Year prepared in accordance with generally accepted accounting principles.

(c) The Regular Trustees shall cause to be duly prepared and delivered to each of the Holders of the Trust Securities, any annual U.S. federal income tax information statement required by the Code, containing such information with regard to the Trust Securities held by each Holder of the Trust Securities as is required by the Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such

statement at a later date, the Regular Trustees shall use commercially reasonable efforts to deliver all such statements within 30 days after the end of each Fiscal Year.

(d) The Regular Trustees shall cause to be duly prepared and filed with the appropriate taxing authority an annual U.S. federal income tax return on Internal Revenue Service Form 1041 or other applicable form or statement under U.S. federal income tax law, and any other annual income tax returns required to be filed by the Regular Trustees on behalf of the Trust with any state or local taxing authority.

Section 12.03. Banking. The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided , however , that all payments of funds in respect of the Class B Preferred Securities held by the Property Trustee shall be made directly to a Property Account and no other funds of the Trust shall be deposited in the Property Accounts. The sole signatories for such accounts shall be designated by the Regular Trustees; provided , however , that the Property Trustee shall designate the signatories for the Property Accounts.

ARTICLE 13
AMENDMENTS AND MEETINGS

Section 13.01. Amendments.

(a) Except as otherwise provided in this Agreement or by any applicable terms of the Trust Securities, this Agreement may only be amended or modified by a written instrument approved and executed by the Regular Trustees (or, if there are more than two Regular Trustees, a majority of the Regular Trustees); and in certain circumstances, the Delaware Trustee and the Property Trustee;

(b) No amendment shall be made, and any such purported amendment shall be void and ineffective:

(i) unless, in the case of any proposed amendment, the Property Trustee and the Delaware Trustee shall have first received an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Agreement (including the terms of the Trust Securities);

(ii) unless, in the case of any proposed amendment which affects the rights, powers, duties, obligations or immunities of the Property Trustee or the Delaware Trustee, the Property Trustee or the Delaware Trustee, as the case may be, shall have first received an opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Agreement (including the terms of the Trust Securities); and

(iii) to the extent the result of such amendment would be to:

(A) cause the Trust to fail to be classified as a grantor trust for purposes of United States federal income tax;

(B) cause the Company to be classified as an association or a publicly traded partnership taxable as a corporation for purposes of United States federal income tax;

(D) cause the Trust or the Company to be required to register under the 1940 Act.

(c) In the event the consent of the Property Trustee, as the holder of the Class B Preferred Securities is required under the LLC Agreement with respect to any amendment, modification or termination of the LLC Agreement or the Class B Preferred Securities, or under the Class B Preferred Guarantee with respect to any amendment, modification or termination of such Class B Preferred Guarantee, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority of the Trust Securities voting together as a single class; provided , however , that where a consent under the LLC Agreement or the Class B Preferred Guarantee would require the consent of the Holders of a specified percentage of Class B Preferred Securities in excess of 50%, the Property Trustee may only give such consent at the direction of the Holders of at least the same percentage in Liquidation Preference Amount and liquidation amount, as applicable, of the Trust Securities; provided , further , that the Property Trustee shall not be obligated to take any action in accordance with the directions of the Holders of the Trust Securities under this Section 13.01(c) unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that as a result of such action, the Trust shall not fail to be classified as a grantor trust for United States federal income tax purposes;

(d) At such time after the Trust has issued any Trust Securities that remain outstanding, any amendment that would (i) materially adversely affect the powers, preferences or special rights of the Trust Securities whether by way of amendment to this Agreement or otherwise or (ii) provide for the dissolution, winding up or termination of the Trust other than pursuant to the terms of this Agreement, may be effected only with the approval of the Holders of at least a Majority of the Trust Securities affected thereby; provided , that if any amendment or proposal referred to in Section 13.01(d)(i) hereof would adversely affect only the Trust Preferred Securities or the Trust Common Security, then only the affected class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of a Majority of such class of Trust Securities outstanding;

(e) Article 7 hereof, Section 11.01(c) hereof and this Section 13.01 shall not be amended without the consent of all of the Holders of the Trust Securities;

(f) Article 5 hereof shall not be amended without the consent of the Holders of a Majority of the Trust Common Security;

(g) The rights of the Holder of the Trust Common Security under Article 6 hereof to increase or decrease the number of, and appoint and remove Trustees shall not be amended without the consent of the Holder of a Majority of the Trust Common Security; and

(h) Notwithstanding Section 13.01(c) hereof, this Agreement may be amended without the consent of any Holders of the Trust Securities to:

(i) cure any ambiguity;

(ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision of this Agreement;

(iii) add to the covenants, restrictions or obligations of the Bank;

(iv) conform to any change in the 1940 Act or the Trust Indenture Act or written change in interpretation or application of the rules and regulations promulgated under either such Act by any legislative body, court, government agency or regulatory authority; and

(v) modify, eliminate and add to any provision of this Agreement to such extent as may be necessary or desirable; provided , that such amendments do not have a material adverse effect on the rights, preferences or privileges of the Holders.

Section 13.02. Meetings of the Holders of Trust Securities; Action by Written Consent.

(a) Meetings of the Holders of any class of Trust Securities may be called at any time by the Regular Trustees (or as provided in the terms of the Trust Securities) to consider and act on any matter on which Holders of such class of Trust Securities are entitled to act under the terms of this Agreement, the terms of the Trust Securities, the LLC Agreement, the rules of any stock exchange on which the Trust Preferred Securities are listed or admitted for trading the Delaware Statutory Trust Act or other applicable law. The Regular Trustees shall call a meeting of the Holders of such class if directed to do so by the Holders of at least 10% in Liquidation Preference Amount or liquidation amount, as applicable, of such class of Trust Securities. Such direction shall be given by delivering to the Regular Trustees one or more notices in a writing stating that the signing Holders of the Trust Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of the Trust Securities calling a meeting shall specify in writing the Certificates held by the Holders of the Trust Securities exercising the right to call a meeting and only those Trust Securities specified shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met.

(b) Except to the extent otherwise provided in the terms of the Trust Securities, the following provisions shall apply to meetings of Holders of the Trust Securities:

(i) notice of any such meeting shall be given to all the Holders of the Trust Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Any action that may be taken at a meeting of the Holders of the Trust Securities may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the Holders of the Trust Securities owning not less than the minimum amount of Trust Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders of the Trust Securities having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Holders of the Trust Securities entitled to vote who have not consented in writing. The Regular Trustees may specify that any written ballot submitted to the Holder for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Regular Trustees;

(ii) each Holder of a Trust Security may authorize any Person to act for it by proxy on all matters in which a Holder of the Trust Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the discretion of the Holder of the Trust Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Trust Securities were shareholders of a Delaware corporation;

(iii) each meeting of the Holder of the Trust Securities shall be conducted by the Regular Trustees or by such other Person that the Regular Trustees may designate; and

(iv) unless the Delaware Statutory Trust Act, this Agreement, the Trust Indenture Act, the listing rules of any stock exchange on which the Trust Preferred Securities are then listed for trading or the terms of the Trust Securities otherwise provide, the Regular Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders of the Trust Securities, including notice of the time, place or purpose of any meeting at which any matters is to be voted on by any Holders of the Trust Securities, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

ARTICLE 14
REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

Section 14.01. Representations and Warranties of Property Trustee. The Trustee that acts as initial Property Trustee represents and warrants to the Trust, to the Bank and to the Sponsor at the date of this Agreement, and each Successor Property

Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee’s acceptance of its appointment as Property Trustee that:

(a) The Property Trustee is a New York banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of New York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Agreement;

(b) The execution, delivery and performance by the Property Trustee of the Agreement has been duly authorized by all necessary corporate action on the part of the Property Trustee. The Agreement has been duly executed and delivered by the Property Trustee;

(c) The execution, delivery and performance of the Agreement by the Property Trustee does not conflict with or constitute a breach of the Articles of Incorporation or By-laws of the Property Trustee; and

(d) The Property Trustee, pursuant to this Agreement, shall hold legal title to, and a valid ownership interest on behalf of the Holders of the Trust Securities, in the Class B Preferred Securities and agrees that, except as expressly provided or contemplated by this Agreement, it shall not create, incur or assume, or suffer to exist any mortgage, pledge, hypothecation, encumbrance, lien or other charge or security interest upon the Class B Preferred Securities.

Section 14.02. Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust, to the Bank and to the Sponsor at the date of this Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee that:

(a) The Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of Delaware, with power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Agreement;

(b) The Delaware Trustee has been authorized to perform its obligations under the Certificate of Trust and this Agreement; and

ARTICLE 15
MISCELLANEOUS

Section 15.01. Notices. All notices provided for in this Agreement shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first-class, registered or certified mail, as follows:

(a) If given to the Trust, in care of the Regular Trustees at the Trust’s mailing address set forth below (or such other address as the Trust may give notice of to the Holders of the Trust Securities):

Deutsche Bank Capital Funding Trust XII
60 Wall Street
New York, New York 10005

Telecopy No.: (732) 460-7125
Attention: Treasury (mail stop NYC 60-4011)

with a copy to:

Deutsche Bank Capital Funding Trust XII
c/o Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington,
Delaware 19805

(b) If given to the Delaware Trustee, at the mailing address set forth below (or such other address as the Delaware Trustee may give notice of to the other Trustees):

Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington,
Delaware 19805

Telecopy No.: (302) 636-3333
Attention: Corporate Services Division

(c) If given to the Property Trustee, at the mailing address set forth below (or such other address as the Property Trustee may give notice of to the Holders of the Trust Securities and the other Trustees):

The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York 10286

Telecopy No.: (212) 815-5802
Attention: Corporate Trust Administration

(d) If given to the Sponsor, at the mailing address set forth below (or such address as the Sponsor may give notice of to the Holders of the Trust Securities and the Trustees):

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany

Telecopy No.: (+49) 69 910-35092
Attention: Group Treasury

(e) If given to the Holder of the Trust Common Security, at the mailing address set forth below (or such other address as the Holder of the Trust Common Security may give notice of to the Trust):

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany

Telecopy No.: (+49) 69 910-35092
Attention: Group Treasury

(f) If given to the Holders of the Trust Preferred Securities, at the address set forth in the Register.

Notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 15.02. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.

Section 15.03. Intention of the Parties. It is the intention of the parties hereto that the Trust be classified for U.S. federal income tax purposes as a grantor trust. The provisions of this Agreement shall be interpreted to further this intention of the parties.

Section 15.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Agreement by the Sponsor, the Bank, the Guarantor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed.

Section 15.05. Partial Enforceability. If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

Section 15.06. Counterparts. This Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signature of each of the Trustees and a duly authorized officer of the Sponsor to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed as of the day and year first above written.


	REGULAR TRUSTEES

	Name:
	Title:

	Name:
	Title:

	Name:
	Title:


	THE BANK OF NEW YORK MELLON, as Property Trustee
	By:
		Name:
		Title:

	DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee
	By:
		Name:
		Title:

	By:
		Name:
		Title:

Amended & Restated Trust Agreement


	DEUTSCHE BANK AKTIENGESELLSCHAFT, as the Bank and Guarantor
	By:
		Name:
		Title:

	By:
		Name:
		Title:

	DEUTSCHE BANK CAPITAL FUNDING LLC XII, as Sponsor
	By:
		Name:
		Title:

	By:
		Name:
		Title:

Amended & Restated Trust Agreement

EXHIBIT A

[FORM OF GLOBAL TRUST PREFERRED CERTIFICATE]

THIS CERTIFICATE IS A GLOBAL TRUST PREFERRED CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT REFERRED TO HEREINAFTER.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), TO THE TRUST 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY, AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.

TRANSFER OF THIS GLOBAL TRUST PREFERRED CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AGREEMENT.

FURTHER, THE HOLDER HEREOF, BY PURCHASING AND HOLDING THIS CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT ON EACH DAY THAT IT HOLDS THE TRUST PREFERRED SECURITIES (OR CLASS B PREFERRED SECURITIES) EITHER (A) IT IS NOT ITSELF, AND IS NOT ACQUIRING ANY SECURITIES (OR CLASS B PREFERRED SECURITIES) WITH “PLAN ASSETS” OF, AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), A GOVERNMENTAL PLAN WHICH IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH PLAN’S INVESTMENT IN THE ENTITY OR (B) THE PURCHASE, HOLDING AND REDEMPTION OF ANY SECURITIES (OR CLASS B PREFERRED SECURITIES) DOES NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY PROVISION OF SIMILAR LAW.

A - 1


CUSIP Number: [ ]		Aggregate Liquidation
ISIN: [ ]		Preference Amount
R-		U.S.$
		[ ]

CERTIFICATE FOR TRUST PREFERRED SECURITIES OF
DEUTSCHE BANK CAPITAL FUNDING TRUST XII

Noncumulative Trust Preferred Securities
(Liquidation Preference Amount U.S.$ [ ] per Trust Preferred Security)

This Trust Preferred Security is a Global Trust Preferred Certificate within the meaning of the Amended and Restated Trust Agreement, dated as of [ ] (the “Trust Agreement” ), by and among Deutsche Bank Aktiengesellschaft, Deutsche Bank Capital Funding LLC XII, Deutsche Bank Trust Company Delaware, as Delaware Trustee, The Bank of New York Mellon, as Property Trustee (the “ Property Trustee ”), and the Regular Trustees and is registered in the name of The Depository Trust Company (“ DTC ”) or a nominee of DTC as owner of an undivided beneficial ownership interest in the Trust Estate of Deutsche Bank Capital Funding Trust XII (the “ Trust ”) as described in the Trust Agreement. This Trust Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than DTC or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Trust Preferred Security (other than a transfer of this Trust Preferred Security in whole and not in part by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC) may be registered except in limited circumstances.

To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement. This Trust Preferred Security is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement, as amended from time to time, the Holder by virtue of its acceptance hereof assents and by which the Holder is bound. This Global Trust Preferred Certificate does not purport to summarize the Trust Agreement. Reference is hereby made to the Trust Agreement (to which this Global Trust Preferred Certificate is subject and which is incorporated herein by reference in its entirety as fully as if it were restated herein) for a statement of the duties, obligations, rights, interests and benefits of the registered Holder hereof and the rights, duties and immunities of the Property Trustee.

The interest in the Trust Estate evidenced by this Global Trust Preferred Certificate is limited to the right to receive a pro rata share of the Capital Payments received by the Property Trustee in respect of the Class B Preferred Securities issued by the Sponsor (the “Class B Preferred Securities” ), at the times and in the manner provided in the Trust Agreement.

Global Trust Preferred Certificate

This Global Trust Preferred Certificate is transferable as provided in the Trust Agreement, subject to the limitations referred to herein and in the Trust Agreement, only upon entry of such transfer in the Register kept by the Registrar and only upon surrender of this Global Trust Preferred Certificate for transfer to the Registrar together with an endorsement or a written instrument of transfer (executed by the registered Holder hereof or his or her duly authorized attorney) in form satisfactory to the Registrar. No transfer of this Global Trust Preferred Certificate shall be registered unless the transferee satisfies the requirements set forth in the Trust Agreement.

No service charge shall be made for registration of transfer or exchange of this Global Trust Preferred Certificate, but the Registrar, the Property Trustee or any agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

In connection with the involuntary or voluntary liquidation, dissolution, winding-up or termination of the Trust not involving the redemption of the Class B Preferred Securities in whole or the liquidation or dissolution of the Sponsor, the Holders shall be entitled to receive corresponding amounts of Class B Preferred Securities.

The Holders shall be entitled to receive cash Capital Payments from the date of original issuance of the Trust Preferred Securities payable on a noncumulative basis, quarterly in arrears on [ ], [ ], [ ] and [ ] of each year, commencing on [ ], as and when funds are available to the Trust to make such Capital Payments. With respect to each Payment Period, Capital Payments shall be payable on the Liquidation Preference Amount of each Trust Preferred Security at the Stated Rate to the extent funds are available to the Trust to make such Capital Payments.

The Trust Preferred Securities shall be redeemed if the Class B Preferred Securities are redeemed. The redemption terms for the Class B Preferred Securities including certain restrictions, limitations and prohibitions are as described in the LLC Agreement.

The Holders shall not be entitled to vote except as provided in the Trust Agreement.

The Trust and each Trustee may treat the Person in whose name this Trust Preferred Security is registered on the Register as the owner of this Trust Preferred Security for all purposes, and none of the Trustees shall be affected by any notice to the contrary.

The Holder, by its acceptance of this Global Trust Preferred Certificate, agrees that the Trust Preferred Securities evidenced thereby shall look solely to the funds in the Property Account to the extent available for distribution to the Holder as provided in the Trust Agreement for payment hereunder and that the Property Trustee in its individual capacity is not personally liable to the Holder for any amounts payable under this Global Trust Preferred Certificate or the Trust Agreement or, except as expressly provided in the Trust Agreement, subject to any liability under the Trust Agreement.

Global Trust Preferred Certificate

This Global Trust Preferred Certificate shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.

Definitive Trust Preferred Certificates representing individual Trust Preferred Securities shall not be issued; provided, however , that in the event that DTC or any successors thereto shall be unable to clear and settle the Trust Preferred Securities, definitive Trust Preferred Certificates representing individual Trust Preferred Securities may be issued.

This Global Trust Preferred Certificate shall not be entitled to any benefit under the Trust Agreement or become valid or obligatory for any purpose until it shall have been executed by the Property Trustee or an Authenticating Agent appointed pursuant to the Agency Agreement.

Copies of the Trust Agreement, the Limited Liability Company Agreement, the Trust Preferred Guarantee and the Class B Preferred Guarantee shall be provided by the Property Trustee to any Holder upon written request and at the expense of the Holder at the Property Trustee’s corporate trust office.

IN WITNESS WHEREOF, the Trust has executed this certificate as of the day and year first written above.


	DEUTSCHE BANK CAPITAL FUNDING TRUST XII
	By:
		as Regular Trustee

	By:
		as Regular Trustee

Global Trust Preferred Certificate

CERTIFICATE OF AUTHENTICATION

Dated: ____________________ [ ].

This Global Certificate represents the Trust Preferred Securities referred to in the within-mentioned Trust Agreement.


THE BANK OF NEW YORK MELLON, not in its individual capacity, but solely as Property Trustee
By:	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as Authenticating Agent

	Name:
		Authorized Signatory

	Name:
		Authorized Signatory

Global Trust Preferred Certificate

EXHIBIT B

[FORM OF TRUST COMMON SECURITY CERTIFICATE]

THIS TRUST COMMON SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE TRUST AGREEMENT

THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN THE TRUST ESTATE. TRANSFERS OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AGREEMENT.

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE.

B - 1


		Aggregate Liquidation
		Amount
Certificate Number CS-		U.S.$ [ ]
		, [ ]

CERTIFICATE FOR THE TRUST COMMON SECURITY OF
DEUTSCHE BANK CAPITAL FUNDING TRUST XII

Trust Common Security
(Liquidation Amount U.S.$ [ ] per Trust Common Security)

DEUTSCHE BANK CAPITAL FUNDING TRUST XII , a statutory trust formed under the laws of the State of Delaware (the “ Trust ”), hereby certifies that Deutsche Bank Aktiengesellschaft (the “ Holder ”) is the registered owner of one (1) common security of the Trust representing an undivided beneficial ownership interest in the Trust Estate designated the Trust Common Security (liquidation amount U.S.$[ ] per Trust Common Security) (the “ Trust Common Security ”). The designation, rights, powers, privileges, restrictions, preferences and other terms and provisions of the Trust Common Security represented hereby are set forth in, issued under and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement dated as of [ ], as the same may be amended from time to time (the “ Agreement ”). Capitalized terms used herein but not defined shall have the meaning given them in the Agreement.

Trust Common Certificate

IN WITNESS WHEREOF, the Trust has executed this certificate as of the day and year first written above.


	DEUTSCHE BANK CAPITAL FUNDING TRUST XII
	By:
		as Regular Trustee

	By:
		as Regular Trustee

Trust Common Certificate

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common Security Certificate to:

(Insert assignee’s social security or tax identification number )

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Trust Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Trust Common Security Certificate)

Exhibit 4.4

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

DEUTSCHE BANK CAPITAL FUNDING LLC XII

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Deutsche Bank Capital Funding LLC XII is entered into by Deutsche Bank Aktiengesellschaft, a stock corporation ( Aktiengesellschaft ) organized under the laws of the Federal Republic of Germany (the “Member”).

WHEREAS, the Member has heretofore formed a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del. C . § 18-101, et. seq .)(the “Act”), by filing a Certificate of Formation with the office of the Secretary of State of the State of Delaware on April 24, 2008 and entering into a Limited Liability Company Agreement of the Company, dated as of April 24, 2008 (the “Original Limited Liability Company Agreement”); and

WHEREAS, the Member desires to continue the Company as a limited liability company under the Act and to amend and restate the Original Limited Liability Company Agreement of the Company in its entirety;

NOW, THEREFORE, the Member, intending to be legally bound, hereby amends and restates the Original Limited Liability Company Agreement in its entirety and hereby agrees as follows:

1. Name . The name of the limited liability company formed and continued hereby is Deutsche Bank Capital Funding LLC XII (the “Company”).

2. Certificates . James G. Leyden, Jr., as an authorized person within the meaning of the Act, executed, delivered and filed the Certificate of Formation with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an authorized person shall cease and the Member shall thereafter be designated as an authorized person within the meaning of the Act. The Member or an Officer (as defined herein) shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose . The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers .

a. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

(i) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(ii) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

(iii) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

(iv) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

(v) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

(vi) invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

(vii) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

(viii) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

(ix) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

(x) enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

(xi) do such other things and engage in such other activities related to the foregoing as may be necessary, appropriate, proper, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

b. Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to:

(i) issue preferred limited liability company interests in the Company (the “Preferred Securities”);

(ii) issue common limited liability company interests in the Company (the “Common Security”);

(iii) invest the proceeds of the issuance and sale of the Preferred Securities and Common Security in a perpetual subordinated note or other eligible investments issued by the Member or one of its branches or subsidiaries; and

(iv) (a) prepare or cause the preparation of and to file with the U.S. Securities Exchange Commission a prospectus relating to the offering of trust preferred securities by Deutsche Bank Capital Funding Trust XII pursuant to a registration statement or prepare or cause the preparation of other offering materials in a transaction that is exempt from registration under the U.S. Securities Act of 1933, as amended, and (b) cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to, the issuance and offering of the Preferred Securities.

c. Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

5. General Provisions Regarding Preferred Securities . There is hereby authorized for issuance and sale Preferred Securities having an aggregate initial liquidation

preference not to exceed $15,000,000,000. Upon issuance as provided in this Agreement, the Preferred Securities so issued shall be deemed duly authorized, validly issued, fully paid and nonassessable. Subject to the express provisions of this Agreement, the Company shall have authority to fix the terms of the Preferred Securities that may be issued by the Company by an amendment to this Agreement that shall set forth the terms of such securities including, without limitation, the following: (1) the specific designation of the Preferred Securities; (2) the number or liquidation preference amount of Preferred Securities; (3) the dividend rate or rates, or method of its calculation, the date or dates on which the Company will pay dividends and the record date for any dividends on the Preferred Securities; (4) the amount or amounts that the Company will pay out of its assets to the holders of the Preferred Securities upon the Company’s liquidation; (5) the obligation or option, if any, of the Company to purchase or redeem the Preferred Securities and the price or prices (or formula for determining the price) at which, the period or periods within which, and the terms and conditions upon which the Company will or may purchase or redeem Preferred Securities, in whole or in part, pursuant to the obligation or option; (6) the voting rights, if any, of the Preferred Securities and Common Security, including any vote required to amend this Agreement; (7) the criteria for determining whether and to what extent the Company will be required to pay dividends on the Preferred Securities or will be prohibited from paying dividends on the Preferred Securities; (8) terms for any optional or mandatory conversion or exchange of Preferred Securities into other securities, including shares of the Member; (9) whether and to what extent the Company will be required to pay any additional amounts in respect of withholding taxes; (10) the right, if any, of the Company to change the dividend preference of the Preferred Securities; and (11) any other relative rights, preferences, privileges, limitations or restrictions of the Preferred Securities not inconsistent with this Agreement or applicable law. Unless otherwise provided in an amendment to this Agreement, the Preferred Securities shall be perpetual and non-cumulative. The Preferred Securities shall be issued in registered form only. The form of certificate evidencing the Preferred Securities, if any, will be set forth in an amendment to this Agreement.

6. Principal Business Office . The principal business office of the Company shall be located at such location as may hereafter be determined by the Member.

7. Registered Office . The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801.

8. Registered Agent . The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801.

9. Members . The name and the mailing address of the Member is set forth in the records of the Company.

10. Limited Liability . Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

11. Capital Contributions . The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

12. Additional Contributions . The Member is not required to make any additional capital contribution to the Company. However, a member of the Company may make additional capital contributions to the Company with the written consent of the Member.

13. Allocation of Profits and Losses . The Company’s profits and losses shall be allocated to the Member.

14. Distributions . Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any member of the Company on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management . In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

16. Officers . The Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member.

17. Other Business . Notwithstanding any duties otherwise existing at law or in equity, the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification . No member of the Company or Officer shall be liable to the Company, or any other person or entity who is bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such member of the Company or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member or Officer by this Agreement, except that a member of the Company or Officer shall be liable for any such loss, damage or claim incurred by reason of such member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a member of the Company or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such member or Officer by reason of any act or omission performed or omitted by such member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member or Officer by this Agreement, except that no member of the Company or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such member or Officer by reason of willful misconduct with respect to such acts or omissions; provided , however , that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no member of the Company shall have personal liability on account thereof.

19. Assignments . A member of the Company may assign in whole or in part its limited liability company interest with the written consent of the Member. If a member of the Company transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor member shall cease to be a member of the Company.

20. Resignation . A member of the Company may resign from the Company with the written consent of the Member. If a member of the Company is permitted to resign pursuant to this Section 20, an additional member shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning member shall cease to be a member of the Company.

21. Admission of Additional Members . One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

22. Dissolution .

a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of such member in

the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

23. Separability of Provisions . Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

24. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

25. Entire Agreement . This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

26. Governing Law . This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

27. Amendments . This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the 24th day of September 2009.


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


By:	/s/ Marco Zimmermann
	Name:	Marco Zimmermann
	Title:	Director

Exhibit 4.5

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

DEUTSCHE BANK CAPITAL FUNDING LLC XII

Dated as of [ ]

TABLE OF CONTENTS


		Page

ARTICLE 1	DEFINED TERMS		2

Section 1.01.	Definitions		2
Section 1.02.	Other Definitional Provisions		12

ARTICLE 2	TRUST INDENTURE ACT		13

Section 2.01.	Trust Indenture Act; Application		13
Section 2.02.	List of Holders of Securities		13
Section 2.03.	Reports by the Manager Trustee		13
Section 2.04.	Periodic Reports to Manager Trustee		13
Section 2.05.	Evidence of Compliance with Conditions Precedent		14
Section 2.06.	Default; Waiver		14
Section 2.07.	Notice of Events of Default		14

ARTICLE 3	POWERS, DUTIES AND RIGHTS OF MANAGER TRUSTEE		14

Section 3.01.	Powers, Duties and Rights of Manager Trustee		14
Section 3.02.	Certain Rights of Manager Trustee		15
Section 3.03.	Not Responsible for Recitals or Issuance of Agreement		18
Section 3.04.	Compensation and Reimbursement		18

ARTICLE 4	MANAGER TRUSTEE		18

Section 4.01.	Manager Trustee; Eligibility		18
Section 4.02.	Appointment, Removal and Resignation of Manager Trustee		19

ARTICLE 5	CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS		20

Section 5.01.	Continuation		20
Section 5.02.	Admission of Securityholders		20
Section 5.03.	Name		20
Section 5.04.	Term		21
Section 5.05.	Registered Agent and Office		21
Section 5.06.	Principal Place of Business		21
Section 5.07.	Qualification in Other Jurisdictions		21

ARTICLE 6	PURPOSE AND POWERS OF THE COMPANY; BY-LAWS		21

Section 6.01.	Purposes and Powers		21
Section 6.02.	By-laws		22

ARTICLE 7	CAPITAL CONTRIBUTIONS, ALLOCATIONS AND SECURITIES		22

Section 7.01.	Form of Contribution		22
Section 7.02.	Contributions with Respect to the Common Securityholder		22

TABLE OF CONTENTS
(continued)


		Page

Section 7.03.	Contributions with Respect to the Preferred Securityholders		22
Section 7.04.	Allocation of Profits and Losses		22
Section 7.05.	Withholding		23
Section 7.06.	Securities as Personal Property		23

ARTICLE 8	SECURITYHOLDERS		23

Section 8.01.	Powers of Securityholders		23
Section 8.02.	Partition		24
Section 8.03.	Resignation		24
Section 8.04.	Liability of Securityholders		24

ARTICLE 9	MANAGEMENT		24

Section 9.01.	Management of the Company		24
Section 9.02.	Limits on Board of Directors’ Powers		27
Section 9.03.	Reliance by Third Parties		28
Section 9.04.	No Management by Any Preferred Securityholders		28
Section 9.05.	Business Transactions of the Common Securityholder with the Company		28
Section 9.06.	Outside Businesses		28
Section 9.07.	Duties of the Independent Directors		28

ARTICLE 10	COMMON SECURITY AND PREFERRED SECURITIES		29

Section 10.01.	Common Security and Preferred Securities		29
Section 10.02.	General Provisions Regarding Preferred Securities		29
Section 10.03.	Class A Preferred Security		30
Section 10.04.	Class B Preferred Securities		31

ARTICLE 11	VOTING AND MEETINGS		39

Section 11.01.	Voting Rights of Preferred Securityholders		39
Section 11.02.	Voting Rights of Common Securityholders		40
Section 11.03.	Meetings of the Securityholders		40

ARTICLE 12	CAPITAL PAYMENTS		41

Section 12.01.	Capital Payments		41
Section 12.02.	Limitations on Distributions		41
Section 12.03.	Distribution Policy		41

ARTICLE 13	BOOKS AND RECORDS		41

Section 13.01.	Financial Statements		41
Section 13.02.	Limitation on Access to Records		42
Section 13.03.	Accounting Method		42

ARTICLE 14	TAX MATTERS		42

TABLE OF CONTENTS
(continued)


		Page

Section 14.01.	Company Tax Returns		42
Section 14.02.	Tax Reports		42
Section 14.03.	Taxation as a Partnership		42

ARTICLE 15	EXPENSES		43

Section 15.01.	Expenses		43

ARTICLE 16	TRANSFERS OF SECURITIES BY SECURITYHOLDERS AND RELATED MATTERS		43

Section 16.01.	Transfer of the Common Security and Class A Preferred Security		43
Section 16.02.	Registration		44
Section 16.03.	Events of Cessation of Security Ownership		44
Section 16.04.	Persons Deemed Securityholders		44
Section 16.05.	The Class B Preferred Certificates		44
Section 16.06.	Transfer of Class B Preferred Certificates		45
Section 16.07.	Mutilated, Destroyed, Lost or Stolen Class B Preferred Certificates		46
Section 16.08.	Book-entry Provisions		46

ARTICLE 17	MERGERS, CONSOLIDATIONS AND SALES; SUBSTITUTE OF OBLIGATIONS		48

Section 17.01.	The Company		48
Section 17.02.	Substitute Obligations		49

ARTICLE 18	DISSOLUTION, LIQUIDATION AND TERMINATION		49

Section 18.01.	No Dissolution		49
Section 18.02.	Events Causing Dissolution		50
Section 18.03.	Notice of Dissolution		51
Section 18.04.	Liquidation		51
Section 18.05.	Termination		51

ARTICLE 19	MISCELLANEOUS		51

Section 19.01.	Amendments		51
Section 19.02.	Amendment of LLC Certificate		52
Section 19.03.	Successors		52
Section 19.04.	Law; Severability		52
Section 19.05.	Filings		52
Section 19.06.	Power of Attorney		53
Section 19.07.	Exculpation		53
Section 19.08.	Indemnification		53
Section 19.09.	Notices		54
Section 19.10.	Additional Documents		55
Section 19.11.	Counterparts		55

iii

TABLE OF CONTENTS
(continued)


						Page

ANNEX A —By-laws of the Company
ANNEX B —List of Initial Directors and Officers
ANNEX C —Form of Certificate Evidencing the Class A Preferred Security
ANNEX D —Form of Certificate Evidencing Class B Preferred Securities

CROSS-REFERENCES TABLE ¹


Section of Trust Indenture Act	Section of
of 1939, as amended	Agreement
310(a)		4.01	(a)
310(b)		4.01	(c)
310(c)	Inapplicable
311(a)		2.02	(b)
311(b)		2.02	(b)
311(c)	Inapplicable
312(a)		2.02	(a)
312(b)		2.02	(b)
313		2.03
314(a)		2.04
314(b)	Inapplicable
314(c)		2.05
314(d)	Inapplicable
314(f)	Inapplicable
315(a)		3.01(c),	(d)
315(b)		2.07
315(c)		3.01	(c)
315(d)		3.01	(d)
316(a)		2.08


¹		This Cross-Reference Table does not constitute part of the Agreement and shall not affect the interpretation of any of its terms or provisions.

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

DEUTSCHE BANK CAPITAL FUNDING LLC XII

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated and effective as of [ ] by the Bank (as defined below) as initial Common Securityholder (as defined below) and as initial Class A Preferred Securityholder (as defined below), the Trust (as defined below), as initial Class B Preferred Securityholder (as defined below) and The Bank of New York Mellon as Manager Trustee.

WHEREAS, the Bank as the organizing member has formed Deutsche Bank Capital Funding LLC XII (the “ Company ”) as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq., as amended from time to time (the “ LLC Act ”) pursuant to the LLC Certificate (as defined below) filed with the office of the Secretary of State of the State of Delaware on April 24, 2008, and a Limited Liability Company Agreement of the Company dated as of April 24, 2008 (the “ Initial LLC Agreement ”);

WHEREAS, the Bank entered into an Amended and Restated Limited Liability Company Agreement of the Company dated as of September 24, 2009 (the “ First Amended LLC Agreement ”) which amended and restated the Initial LLC Agreement in its entirety;

WHEREAS, the Bank and the other Securityholders wish to continue the Company as a limited liability company under the LLC Act in accordance with the terms of this Agreement and to amend and restate in its entirety the First Amended LLC Agreement; and

NOW, THEREFORE, it being the intention of the parties hereto that this Agreement constitute the governing instrument of the Company and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the initial Securityholders hereby agree as follows:

ARTICLE 1
DEFINED TERMS

Section 1.01. Definitions . Unless the context otherwise requires:

(a) capitalized terms used in this Agreement but not defined in the preamble above have the respective meanings assigned to them in this Section 1.01;

(c) all references to “the Agreement” or “this Agreement” are to this Agreement as modified, supplemented or amended from time to time;

(d) a term defined in the Trust Indenture Act shall have the same meaning when used in this Agreement unless otherwise defined in this Agreement or unless the context otherwise requires; and

(e) a term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in the Trust Agreement.

“ 1940 Act ” means the U.S. Investment Company Act of 1940, as amended from time to time, or any successor legislation.

“ Additional Amounts ” has the meaning set forth in Section 10.04(c) of this Agreement.

“Additional Interest Amounts” means any additional interest amounts payable by the Bank or other obligor pursuant to the terms of the Initial Obligation as a result of deduction or withholding upon payment of interest on the Initial Obligation or repayment upon redemption thereof.

“ Affiliate ” means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. The terms “control”, “controlled by” and “under common control” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract or otherwise.

“ Agreement ” means this Amended and Restated Limited Liability Company Agreement, as it may be further amended, modified, supplemented or restated from time to time in accordance with its terms.

“ Authorized Person ” has the meaning specified in Section 5.01(b).

“ BaFin ” means the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht ).

“ Bank ” means Deutsche Bank Aktiengesellschaft, Frankfurt am Main, a Federal Republic of Germany stock corporation.

“ Bankruptcy ” means, with respect to any Securityholder, (i) if such Securityholder (A) makes an assignment for the benefit of creditors, (B) files a voluntary petition in bankruptcy, (C) is adjudged as bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (D) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in a proceeding of this nature, (F) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Securityholder or of all or any substantial part of its properties, or

(ii) if 120 days after the commencement of any proceeding against the Securityholder seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or, if within 90 days after the appointment, without such Securityholder’s consent or acquiescence, of a trustee, receiver or liquidator of such Securityholder or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the LLC Act.

“ Board of Directors ” means the Board of Directors of the Company as constituted in accordance with the provisions of this Agreement and of the By-laws.

“ Book-Entry Class B Preferred Certificates ” has the meaning specified in Section 16.08(a) of this Agreement.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to remain closed.

“ By-laws ” means the By-laws of the Company in the form of Annex A hereto, as they may be amended from time to time by the Board of Directors in accordance with the provisions of this Agreement (which By-laws are, for all purposes of this Agreement, deemed to be incorporated herein and to be a part hereof).

“ Capital Payments ” means with respect to the Class B Preferred Securities, periodic distributions to Class B Preferred Securityholders declared (or deemed declared) and paid in accordance with this Agreement.

“ Class A Preferred Certificate ” means a certificate substantially in the form attached hereto as Annex C, evidencing the Class A Preferred Security held by a Class A Preferred Securityholder.

“ Class A Preferred Security ” has the meaning specified in Section 10.03 of this Agreement.

“ Class A Preferred Securityholder ” means a Securityholder that owns the Class A Preferred Security.

“ Class B Liquidation Preference Amount ” has the meaning set forth in Section 10.04(a) of this Agreement.

“Class B Payment Date ” has the meaning specified in Section 10.04(b)(i) of this Agreement.

“ Class B Payment Period ” has the meaning specified in Section 10.04(b)(i) of this Agreement.

“ Class B Preferred Certificate ” means a certificate substantially in the form attached hereto as Annex D, evidencing the Class B Preferred Securities held by a Class B Preferred Securityholder.

“Class B Preferred Guarantee” means the Class B Preferred Securities Subordinated Guarantee Agreement dated as of [ ], as amended from time to time, between the Bank, as guarantor and The Bank of New York Mellon, as Class B Preferred Guarantee Trustee, for the benefit of the Class B Preferred Securityholders.

“ Class B Preferred Guarantee Additional Amounts ” has the meaning specified in the Class B Preferred Guarantee.

“ Class B Preferred Guarantee Payments ” has the meaning specified in the Class B Preferred Guarantee.

“ Class B Preferred Guarantee Trustee ” has the meaning specified in the Class B Preferred Guarantee.

“ Class B Preferred Securities ” has the meaning specified in Section 10.04(a) of this Agreement.

“ Class B Preferred Securityholder ” means a Securityholder that owns one or more Class B Preferred Securities.

“ Class B Redemption Date ” has the meaning specified in Section 10.04(d)(i) of this Agreement.

“ Closing Date ” has the meaning specified in the Purchase Agreement.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, or any corresponding federal tax statute enacted after the date of this Agreement. A reference to a specific section (§) of the Code (or any Treasury Regulation) refers not only to such section but also to any corresponding provision of any federal tax statute (or any Treasury Regulation) enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

“ Common Security ” means a voting security of the Company representing common limited liability company interests in the Company which are described in this Agreement.

“ Common Securityholder ” means a Securityholder that owns the Common Security.

“ Company ” has the meaning specified in the Preamble of this Agreement.

“ Company Securities ” means the securities of the Company representing the Common Security and the Preferred Securities.

“ Company Special Redemption Event ” means (a) a Regulatory Event, (b) a Tax Event other than a Tax Event solely with respect to the Trust or (c) an Investment Company Act Event with respect to the Company.

“Definitive Class B Preferred Securities ” has the meaning specified in Section 16.05(b) of this Agreement.

“ Directors ” means each of the Persons listed as a Director on Annex B hereto until such Persons shall resign or otherwise be duly removed as a Director, and each Person who may from time to time be designated to serve as a successor to any Director of the Company in accordance with the provisions of this Agreement and of the By-laws.

“ DTC ” means The Depository Trust Company, a New York corporation.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor legislation.

“Event of Default” means (i) non-payment of Capital Payments (plus any Additional Amounts thereon, if any) on the Class B Preferred Securities at the Stated Rate in full, for four consecutive Class B Payment Periods, and (ii) a default by the Guarantor (x) in respect of any of its obligations under Article 4 of the Class B Preferred Guarantee and (y) in the performance of any other obligation under the Class B Preferred Guarantee, and, in the case of (y), continuance of such default for 60 days after the Class B Preferred Guarantee Trustee has given notice thereof to the Guarantor.

“ Fiscal Year ” means (i) the period commencing upon the formation of the Company and ending on December 31, [ ], and (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31.

“ Guarantees ” means the Class B Preferred Guarantee and the Trust Preferred Guarantee.

“ Guarantor ” means the Bank in its capacity as guarantor under the Guarantees.

“ Holder ” means any initial holder or subsequent holder of securities issued by the Trust or the Company, as registered on the books and records of the Trust or the Company, as the case may be.

“ Independent Director ” means each member of the Board of Directors who (i) is not a current officer or employee of the Company, the Bank or any Affiliate of the Bank

or of any Person or Persons that, in the aggregate, own more than 10% of the Common Securities or (ii) is elected to the Board of Directors by the Class B Preferred Securityholders in accordance with the provisions hereof.

“ Initial LLC Agreement ” has the meaning specified in the recitals of this Agreement.

“ Initial Obligation ” means the U.S.$ [ ] [ ]% perpetual subordinated note issued by the Bank acquired by the Company using the proceeds from the issuance of the Class B Preferred Securities.

“ Initial Redemption Date ” has the meaning specified in Section 10.04(d) of this Agreement.

“ 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.

“List of Holders” has the meaning specified in Section 2.02(a).

“ LLC Act ” has the meaning specified in the first Recital of this Agreement.

“LLC Certificate ” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the LLC Act.

“ Majority or Other Stated Percentage ” means a vote by Securityholders of outstanding Company Securities voting together as a single class, or, as the context may require, Securityholders of the outstanding Class A Preferred Security, Securityholders of the outstanding Class B Preferred Securities or Securityholders of the outstanding Common Security voting separately as a class, who are the record owners of more than 50% (or of equal to or more than such other stated percentage) of the liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Capital Payments to the date upon which the voting percentages are determined) of all outstanding Company Securities or all outstanding Company Securities of the relevant class, as the case may be.

“ Manager Trustee ” means The Bank of New York Mellon until a Successor Manager Trustee has been appointed and accepted such appointment pursuant to the terms of this Agreement and thereafter means each Successor Manager Trustee.

“Obligations” means (i) the Initial Obligation, (ii) an obligation, if any, issued by the Bank in connection with a notice to the Company to issue additional Class B Preferred Securities (in connection with the exercise of the underwriters’ over-allotment option or otherwise) and having the same terms and conditions as the Initial Obligation 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.

“ Officers ” means each of the Persons listed as an Officer of the Company on Annex B hereto until such Person shall resign or otherwise be duly removed as an Officer and each Person who may from time to time be duly appointed an Officer of the Company by the Board of Directors or pursuant to Section 9.01(a) and acting in accordance with the provisions of this Agreement and of the By-laws.

“ Officers’ Certificate ” means, with respect to the Company, a certificate signed by two Officers.

“ Operating Profits ” of the Company means, for any Class B Payment Period, the excess of (a) the amounts paid on the Obligations that the Company may then hold in accordance with this Agreement during such Class B Payment Period over (b) any operating expenses of the Company not paid or reimbursed by the Bank or any one of its branches or affiliates as provided in the Services Agreement during such Class B Payment Period.

“ Paying Agent ” means Deutsche Bank Trust Company Americas, or any successor.

“ Power of Attorney ” means the power of attorney granted pursuant to Section 19.06.

“ Preferred Securities ” means the Class A Preferred Security and the Class B Preferred Securities.

“ Preferred Securityholder ” means a Securityholder that holds one or more Preferred Securities.

“ Property Trustee ” has the meaning assigned to it in the Trust Agreement of the Trust.

“Qualified Subsidiary” means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

“ Redemption Notice ” has the meaning specified in Section 10.04(e)(i) of this Agreement.

“ Redemption Price ” has the meaning specified in Section 10.04(d)(i) of this Agreement.

“ Register ” has the meaning specified in Section 16.06 of this Agreement.

“ Registrar ” has the meaning specified in Section 16.06 of this Agreement.

“ Regular Trustee ” has the meaning assigned to it in the Trust Agreement.

“ Relevant Jurisdiction ” has the meaning specified in Section 10.04(c) of this Agreement.

“ Responsible Officer ” means with respect to the Manager Trustee, any officer within the Corporate Trust Office of the Manager Trustee, including any vice president, any assistant vice president, any secretary, any assistant secretary, any assistant treasurer, any trust officer or other officer of the Manager Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

“ Securities Act ” means the United States Securities Act of 1933, as amended, or any successor legislation.

“ Security ” means a limited liability company interest in the Company, including the right of the holder thereof to any and all benefits to which a Securityholder may be entitled as provided in this Agreement, together with the obligations of a Securityholder to comply with all of the terms and provisions of this Agreement, and includes the Common Security and the Preferred Securities from time to time outstanding.

“ Securityholder ” means any Person that holds a Security of the Company and is admitted as a member and Securityholder of the Company pursuant to the provisions of

this Agreement and of the LLC Act, in its capacity as a Securityholder of the Company. For purposes of the LLC Act, the Common Securityholder and the Preferred Securityholders shall constitute separate classes or groups of Securityholders and of members.

“ Services Agreement ” means the Services Agreement dated as of [ ] among the Bank, acting directly and through its New York branch, the Company and the Trust.

“ Similar Law ” has the meaning specified in Section 16.06(c).

“ Stated Rate ” has the meaning specified in Section 10.04(b)(ii).

“ Successor Company Securities ” has the meaning specified in Section 17.01 of this Agreement.

“ Successor Manager Trustee ” has the meaning specified in Section 4.02(b).

“ Tax Event ” means (A) the receipt by the Bank of an opinion of a nationally recognized law firm or other tax adviser in a Relevant Jurisdiction, as appropriate, 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 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 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 pronouncement or decision is announced, after the date of issuance of the Preferred Securities and the Trust Securities, there is more than an insubstantial risk that (a) 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, the Company, an obligor on the Obligations, or the Guarantor would be obligated to pay Additional Amounts, Additional Interest Amounts or Trust Preferred Guarantee Additional Amounts or Class B Preferred Guarantee Additional Amounts, as applicable, 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 shall constitute a Tax Event if it may be avoided by the Bank, the Trust or the Company taking reasonable measures under the circumstances.

“ Tax Matters Partner ” means the Person designated as such in Section 14.01(a) of this Agreement.

“ Transfer Agent ” has the meaning specified in Section 16.02 of this Agreement.

“ Trust ” means Deutsche Bank Capital Funding Trust XII, a Delaware statutory trust together with its successors.

“ Trust Agreement ” means the Amended and Restated Trust Agreement of the Trust dated [ ], as amended from time to time.

“ Trust Common Security ” means the noncumulative Trust Common Security issued by the Trust.

“ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

“ Trust Preferred Guarantee” means the Trust Preferred Securities Guarantee Agreement dated as of [ ], as amended from time to time, between the Bank, as guarantor, and The Bank of New York Mellon, as Trust Preferred Guarantee Trustee, for the benefit of the holders of the Trust Preferred Securities from time to time.

“ Trust Preferred Guarantee Additional Amounts ” has the meaning specified in the Trust Preferred Guarantee.

“Trust Preferred Guarantee Payments ” has the meaning specified in the Trust Preferred Guarantee.

“ Trust Preferred Securities ” means the noncumulative Trust Preferred Securities issued by the Trust.

“ Trust Securities ” means the Trust Common Security and the Trust Preferred Securities.

“ Withholding Taxes ” has the meaning set forth in Section 10.04(c) of this Agreement.

Section 1.02. Other Definitional Provisions .

(b) The following rules shall apply to the construction of this Agreement unless the context requires otherwise: (i) the singular includes the plural and the plural, the singular; (ii) words importing any gender include the other gender; (iii) references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute to which reference is made and all regulations promulgated pursuant to such statutes; (iv) references to “writing” include printing, photocopy, typing, lithography and other means of reproducing words in a tangible visible form; (v) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; (vi) references to the introductory paragraph, preliminary statements, articles, sections (or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Agreement unless otherwise indicated; (vii) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Agreement; (viii) references to Persons include their respective successors and assigns permitted or not prohibited by the terms of this Agreement; (ix) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States of America; (x) “or” is not exclusive; (xi) provisions apply to successive events and transactions; (xii) references to documents or agreements which have been terminated or released or which have expired shall be of no force and effect after such termination, release or expiration; (xiii) references to mail shall be deemed to refer to first class mail, postage prepaid, unless another type of mail is specified; (xiv) all references to time shall be to New York City time unless otherwise indicated; (xv) references to specific Persons, positions or officers shall include those who or which succeed to or perform their respective functions, duties or responsibilities referred to in the proceedings in connection with the Company Preferred Securities; (xvi) the terms “herein,”

“hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement as a whole and not to any particular article, section or subdivision hereof; and the term “heretofore” means before the date of execution of this Agreement, the term “now” means at the date of execution of this Agreement, and the term “hereafter” means after the date of execution of this Agreement; and (xvii) references to payments of principal include any premium payable on the same date.

ARTICLE 2
TRUST INDENTURE ACT

Section 2.01. Trust Indenture Act; Application . (a) This Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Agreement and shall, to the extent applicable, be governed by such provisions. A term defined in the Trust Indenture Act has the same meaning when used in this Agreement unless otherwise defined in this Agreement or unless the context otherwise requires.

Section 2.02. List of Holders of Securities. (a) The Registrar on behalf of the Company shall provide the Manager Trustee and the Paying Agent a list, in such form as the Manager Trustee and the Paying Agent may reasonably require, of the names and addresses of the Holders of the Class B Preferred Securities (each such list, a “ List of Holders ”) (i) within 14 days after each record date for payment of Capital Payments, as of such record date and (ii) at any other time, within 30 days of receipt by the Company from the Manager Trustee or Paying Agent of a written request for a List of Holders, as of a date no more than 14 days before such List of Holders is given to the Manager Trustee and the Paying Agent.

(b) The Manager Trustee shall comply with its obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.03. Reports by the Manager Trustee . Within 60 days after May 1 of each year, the Manager Trustee shall provide to the Class B Preferred Securityholders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313(a) of the Trust Indenture Act. The Manager Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

Section 2.04. Periodic Reports to Manager Trustee . The Company shall provide to the Manager Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and shall provide, within 60 days after the end of each of its fiscal years, commencing with the fiscal year ending [ ], the compliance certificate required by Section 314 of the Trust Indenture Act, in the form and in the manner required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Manager Trustee is for informational purposes only and the Manager Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Manager Trustee is entitled to rely exclusively on Officers’ Certificates furnished by the Company).

Section 2.05. Evidence of Compliance with Conditions Precedent . The Company shall provide to the Manager Trustee evidence of compliance with the conditions precedent, if any, provided for in this Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314 (c)(1) of the Trust Indenture Act may be given in the form of an Officers’ Certificate.

Section 2.06 . Default; Waiver . A Majority of the Class B Preferred Securities may, by vote, on behalf of all Class B Preferred Securityholders, waive any past Event of Default with respect to the Class B Preferred Securities and its consequences, except that an Event of Default in respect of any covenant or provision hereof or of the Class B Preferred Guarantee, as applicable, which (i) cannot be modified or amended without the consent of each Holder of Class B Preferred Securities, can only be waived by all Holders of Class B Preferred Securities, or (ii) can only be modified or amended with the consent or vote of the Holders of more than 50% of the Class B Preferred Securities, can only be waived under this Agreement by the vote of the Holders of at least the same percentage of the Class B Preferred Securities. The foregoing provisions of this Section 2.06 shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Agreement and the Trust Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such Event of Default shall be deemed to have been cured, for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

Section 2.07. Notice of Events of Default. (a) The Manager Trustee shall, within 90 days after the occurrence of an Event of Default, (or an event which with the passage of time would become an Event of Default, including the failure of the Company to pay a Capital Payment on the Class B Preferred Securities in full for any Class B Payment Period), transmit by mail, first class postage prepaid, to the Securityholders, notices of all such Events of Default (or such events) actually known to a Responsible Officer of the Manager Trustee, unless such Events of Default have been cured before the giving of such notice, provided , that, the Manager Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Manager Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders.

(b) The Manager Trustee shall not be deemed to have knowledge of any Event of Default (or any such event) unless an officer of the Manager Trustee in its Corporate Trust Office shall have received written notice thereof, or a Responsible Officer of the Manager Trustee shall have obtained actual knowledge, of such Event of Default (or such event).

ARTICLE 3
POWERS, DUTIES AND RIGHTS OF MANAGER TRUSTEE

Section 3.01. Powers, Duties and Rights of Manager Trustee . (a) The Manager Trustee is appointed pursuant to this Agreement solely for the benefit of the Class B Preferred Securityholders. The duties and responsibilities of the Manager Trustee shall be as provided by the Trust Indenture Act and as set forth herein.

(b) The Manager Trustee, prior to the occurrence of any Event of Default and after the curing or waiver of all such Event of Defaults that may have occurred, shall undertake to perform only such duties as are specifically set forth in this

Agreement, and no implied covenants shall be read into this Agreement against the Manager Trustee.

(c) In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06) and is actually known to a Responsible Officer of the Manager Trustee, the Manager Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d) No provision of this Agreement shall be construed to relieve the Manager Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) In the absence of bad faith on the part of the Manager Trustee, the Manager Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Manager Trustee and conforming to the requirements of this Agreement; provided that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Manager Trustee, the Manager Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

(ii) The Manager Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Manager Trustee, unless it shall be proved that the Manager Trustee was grossly negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii) The Manager Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Securityholders relating to the time, method and place of conducting any proceeding for any remedy available to the Manager Trustee, or exercising any trust or power conferred upon the Manager Trustee under this Agreement.

(e) No provision of this Agreement shall require the Manager Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Manager Trustee shall have reasonable grounds for believing that the repayment of such fund or liability is not assured to it under the terms of this Agreement or indemnity reasonably satisfactory to the Manager Trustee, against such risk or liability is not reasonably assured to it.

Section 3.02. Certain Rights of Manager Trustee . (a) Subject to the provisions of Section 3.01:

(i) The Manager Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any Officers’ Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or

other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties.

(ii) Any direction, request, order or demand of the Company contemplated by this Agreement shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed).

(iii) Whenever, in the administration of this Agreement, the Manager Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, such matter (unless other evidence is herein specifically prescribed), in the absence of negligence or bad faith on the part of the Manager Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Manager Trustee, and such Officers’ Certificate, in the absence of negligence or bad faith on the part of the Manager Trustee, shall be full warrant to the Manager Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Agreement upon the faith thereof.

(iv) The Manager Trustee may, at the expense of the Company, consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Company or any of its Affiliates and may include any of its employees. The Manager Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.

(v) The Manager Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any Securityholder unless such Securityholder shall have provided to the Manager Trustee such security and indemnity, satisfactory to the Manager Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Manager Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Manager Trustee; provided that , nothing contained in this Section 3.02(a)(v) shall be taken to relieve the Manager Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Agreement.

(vi) Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default, the Manager Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, unless requested in writing to do so by a Majority of the Company Securities affected (voting as a single class), but the Manager Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no liability or additional liability of any kind by reason of such inquiry or investigation, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company.

(vii) The Manager Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Manager Trustee shall not be responsible for any misconduct or negligence on the part of any agent, nominee, custodian or attorney appointed with due care by it hereunder.

(viii) Whenever in the administration of this Agreement the Manager Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Manager Trustee (i) may request written instructions from a Majority of the Class B Preferred Securities, (ii) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (iii) shall be protected in conclusively relying on or acting in accordance with such written instructions.

(ix) The Manager Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.

(x) The Manager Trustee shall not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Manager Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that this provision shall not be deemed to apply in the event of a determination of willful misconduct on the part of the Manager Trustee in a non-appealable judgment of a court having jurisdiction.

(xi) The Manager Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Manager Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(xii) The rights, privileges, protections, immunities and benefits given to the Manager Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Manager Trustee in any other capacity in which it may act hereunder.

(xiii) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement.

(b) No provision of this Agreement shall be deemed to impose any duty or obligation on the Manager Trustee to perform any act or acts or exercise any right power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Manager Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any

such right, power, duty or obligation. No permissive power or authority available to the Manager Trustee shall be construed to be a duty.

Section 3.03. Not Responsible for Recitals or Issuance of Agreement. The recitals contained in this Agreement shall be taken as the statements of the Company, and the Manager Trustee does not assume any responsibility for their correctness. The Manager Trustee makes no representation as to the validity or sufficiency of this Agreement or the Company Securities.

Section 3.04. Compensation and Reimbursement .

(a) The Bank agrees

(i) to pay to the Manager Trustee from time to time such compensation as the Bank and the Manager Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii) except as otherwise expressly provided herein, to reimburse the Manager Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Manager Trustee in accordance with any provision of this Agreement (including the compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Manager Trustee’s negligence or bad faith; and

(iii) to indemnify the Manager Trustee and its officers, directors, employees and agents for, and to hold each of them harmless against, any and all loss, liability or expense incurred without negligence or bad faith on the part of the Manager Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

(b) The provisions of this Section 3.04 shall survive the termination of this Agreement.

ARTICLE 4
MANAGER TRUSTEE

Section 4.01. Manager Trustee; Eligibility . (a) There shall at all times be a Manager Trustee which shall:

(i) not be an Affiliate of the Bank; and

(ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia (or a corporation or other person permitted by the Securities and Exchange Commission to act as trustee pursuant to the Trust Indenture Act), authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal, state, territorial or District of Columbia authority;

(iii) have at all times a combined capital and surplus of at least 50 million U.S. dollars (U.S.$50,000,000), and if such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to in clause (ii) above, then for the purposes of this Section 4.01(a)(iii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Manager Trustee shall cease to be eligible to so act under Section 4.01(a), the Manager Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c).

(c) If the Manager Trustee shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Manager Trustee and Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

(d) The Guarantees shall be deemed to be specifically described in this Agreement for purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

(e) The initial Manager Trustee shall be The Bank of New York Mellon, a New York banking corporation.

Section 4.02. Appointment, Removal and Resignation of Manager Trustee . (a) Subject to Section 4.02(b), the Manager Trustee may be appointed or removed without cause at any time by a Majority of the outstanding Common Securities voting as a class at a meeting of the Common Securityholders.

(b) The Manager Trustee shall not be removed in accordance with Section 4.02(a) until a successor Manager Trustee possessing the qualifications to act as Manager Trustee under Section 4.01 hereof (a “ Successor Manager Trustee ”) has been appointed and has accepted such appointment by written instrument executed by such Successor Manager Trustee and delivered to the Company.

(c) The Manager Trustee appointed to office shall hold office until a Successor Manager Trustee shall have been appointed or until its death, removal or resignation. The Manager Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Manager Trustee and delivered to the Company, which resignation shall not take effect until a Successor Manager Trustee has been appointed and has accepted such appointment by written instrument signed by such Successor Manager Trustee and delivered to the Company and the resigning Manager Trustee.

(d) The right, title and interest of the Manager Trustee shall automatically vest in any Successor Manager Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Manager Trustee.

(e) The Holder of the Common Security shall use its best efforts to promptly appoint a Successor Manager Trustee, if the Manager Trustee delivers an instrument of resignation in accordance with this Section 4.02.

(f) If no Successor Manager Trustee shall have been appointed and accepted appointment as provided in this Section 4.02 within 60 days after delivery to the Company of an instrument of removal or resignation, the Manager Trustee resigning or being removed may petition, at the expense of the Company, any court of competent jurisdiction for appointment of a Successor Manager Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Manager Trustee.

(g) No Manager Trustee shall be liable for the acts or omissions to act of any Successor Manager Trustee.

(h) Upon termination of this Agreement or removal or resignation of the Manager Trustee pursuant to this Section 4.02, and before the appointment of any Successor Manager Trustee the Company shall pay to the Manager Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

ARTICLE 5
CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS

Section 5.01. Continuation.

(a) The Securityholders hereby agree to the continuation of the Company as a limited liability company under and pursuant to the provisions of the LLC Act and of this Agreement and agree that the rights, duties and liabilities of the Securityholders shall be as provided in the LLC Act, except as otherwise provided herein or in the By-laws.

(b) Any Person designated as an “Authorized Person” by the Board of Directors is authorized to execute, deliver and file on behalf of the Company any and all amendments to and restatements of the LLC Certificate, as an authorized person within the meaning of the LLC Act.

Section 5.02. Admission of Securityholders . Upon the execution of this Agreement and the contribution to the Company pursuant to Section 7.02 and Section 7.03(a), the Bank shall become and be designated as, automatically and without any further action on the part of any Person being necessary, the initial Common Securityholder and the initial Class A Preferred Securityholder. Upon the execution of this Agreement and the contribution to the Company pursuant to Section 7.03(b) for the Class B Preferred Securities on the Closing Date, the Trust shall become and be designated as, without any further act on the part of any Person being necessary, the initial Class B Preferred Securityholder (with title to the Class B Certificate being held of record in the name of the Property Trustee for the benefit of the Holders of the Trust Preferred Securities and the Holder of the Trust Common Security).

Section 5.03. Name . The name of the Company heretofore formed and continued is “Deutsche Bank Capital Funding LLC XII”; provided that the business of the

Company may be conducted upon compliance with all applicable laws under any other name designated by the Board of Directors.

Section 5.04. Term . The term of the Company shall commence upon the date the LLC Certificate shall have been filed in the office of the Secretary of State of the State of Delaware and shall continue perpetually, unless the Company is dissolved in accordance with the provisions of the LLC Act and this Agreement. The existence of the Company as a separate legal entity shall continue until the cancellation of the LLC Certificate in the manner required by the LLC Act.

Section 5.05. Registered Agent and Office . The Company’s registered agent in Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801 and its registered office shall be c/o the registered agent. At any time, the Board of Directors may designate another registered agent and/or registered office.

Section 5.06. Principal Place of Business . The principal place of business of the Company shall be at 60 Wall Street, New York, New York 10005. The Board of Directors may change the location of the Company’s principal place of business; provided , however , that such change has no material adverse effect upon any Securityholder and that the principal place of business of the Company shall always be located in the United States.

Section 5.07. Qualification in Other Jurisdictions . The Board of Directors shall cause the Company to be qualified or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company conducts business and in which such qualification or registration is required by law or deemed advisable by the Board of Directors. Each Person designated by the Board of Directors as an “Authorized Person” is authorized to execute, deliver and file on behalf of the Company any certificates (and any amendments or restatements thereof) necessary for the Company to qualify to do business in each jurisdiction in which the Board of Directors has determined that the Company shall conduct business.

ARTICLE 6
PURPOSE AND POWERS OF THE COMPANY; BY-LAWS

Section 6.01. Purposes and Powers . The sole purposes of the Company are:

(a) to issue the Preferred Securities and the Common Security,

(b) (i) to invest the proceeds of the Class B Preferred Securities in the Initial Obligation, (ii) upon any redemption of the Obligations that does not involve a redemption of the Class B Preferred Securities, to accept Substitute Obligations delivered in accordance with Section 17.02, and (iii) in the event of a failure in the payment of interest on or any Additional Interest Amounts, if any, with respect to, the Obligations, to bring an action or proceeding to enforce such payment, and

(c) except as otherwise expressly limited herein, to enter into, make and perform all contracts and other undertakings, and engage in all activities and

transactions, as the Board of Directors may reasonably deem necessary or advisable for the carrying out of the foregoing purposes of the Company.

Unless otherwise permitted herein, the Company may not conduct any other business or operations except as contemplated by the preceding sentence. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes of the Company as set forth herein.

Section 6.02. By-laws . The Board of Directors, Officers and Securityholders shall be subject to the express provisions of this Agreement and of the By-laws. In case of any conflict between any provisions of this Agreement and any provisions of the By-laws, the provisions of this Agreement shall control.

ARTICLE 7
CAPITAL CONTRIBUTIONS, ALLOCATIONS AND SECURITIES

Section 7.01. Form of Contribution . The contribution to the Company by a Securityholder shall be in cash.

Section 7.02. Contributions with Respect to the Common Securityholder . In connection with its purchase of the Common Security, the Common Securityholder shall contribute to the capital of the Company on or prior to the Closing Date, cash in the amount of U.S.$[ ] (such amount being the Common Securityholder’s capital contribution to the Company).

Section 7.03. Contributions with Respect to the Preferred Securityholders .

(a) In connection with its purchase of the Class A Preferred Security, the Class A Preferred Securityholder shall, in exchange for a Class A Preferred Certificate, contribute to the capital of the Company on or prior to the Closing Date, cash in the amount of U.S.$[ ] (such amount being the Class A Preferred Securityholder’s capital contribution to the Company).

(b) In connection with its purchase of the Class B Preferred Securities, the Trust shall, in exchange for a Class B Preferred Certificate registered in the name of the Property Trustee, contribute to the capital of the Company on the Closing Date an amount in cash equal to the gross proceeds from the sale of the Trust Preferred Securities and the Trust Common Security (such amount being such Person’s capital contribution to the Company).

Preferred Securityholders, in their capacity as Securityholders of the Company, shall not be required to make any additional contributions to the Company (except as may be required by law).

Section 7.04. Allocation of Profits and Losses. Except as otherwise provided in Section 10.03 or Section 10.04, the income, gains, profits and losses of the Company for any Fiscal Year (or portion thereof) shall be allocated as follows:

(a) all gains and losses resulting from any disposition of assets (including, without limitation, any redemption or prepayment of assets) by the Company shall be allocated 100% to the Common Securityholders;

(b) gross income of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 7.04) shall be allocated (i) pro rata among the Class B Preferred Securityholders until the amount so allocated to each Class B Preferred Securityholder equals the amount of Capital Payments declared (or deemed declared) and attributable to such Fiscal Year and (ii) thereafter to the Common Securityholders, provided , that if capital payments are declared on the Class A Preferred Security, net income shall first be allocated to the Class A Preferred Securityholder in the amount of such capital payments before any allocations pursuant to (i) or (ii); and

(c) net losses (if any) of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 7.04) shall be allocated 100% to the Common Securityholders.

Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for U.S. federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have “substantial economic effect” (within the meaning of Treasury regulation 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Section 7.05. Withholding . The Company shall comply with any withholding requirements under U.S. federal, state and local law and foreign law and shall remit amounts withheld to and file required forms with applicable jurisdictions. Subject to the provisions of Section 10.04, to the extent that the Company is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Securityholder, the amount withheld shall be deemed to be a distribution in the amount of the withholding to such Securityholder. To the fullest extent permitted by law, in the event of any claimed over-withholding, Securityholders shall be limited to an action against the applicable jurisdiction. If the amount was not withheld from actual distributions, the Company may reduce subsequent distributions by the amount of such withholding, except with respect to distributions on the Class B Preferred Securities. Each Securityholder, by its acceptance of Securities, shall be deemed to agree to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in determining the extent of, and in fulfilling, its withholding obligations.

Section 7.06. Securities as Personal Property . Each Securityholder hereby agrees that its Securities shall for all purposes be personal property. A Securityholder has no interest in specific property of the Company.

ARTICLE 8
SECURITYHOLDERS

Section 8.01. Powers of Securityholders . The Securityholders shall have the power to exercise any and all rights or powers granted to the Securityholders

pursuant to the express terms of this Agreement and of the By-laws and shall be subject in all respects to the provisions hereof and thereof.

Section 8.02. Partition . To the fullest extent permitted by law, each Securityholder waives any and all rights that it may have to maintain an action for partition of the property of the Company.

Section 8.03. Resignation . A Securityholder may resign from the Company prior to the liquidation, dissolution, winding up or termination of the Company only upon the assignment of its entire ownership interest in any Securities (including any redemption, repurchase or other acquisition by the Company of such Securities) in accordance with the provisions of this Agreement. A Securityholder that has resigned shall not be entitled to receive any distribution and shall not otherwise be entitled to receive the fair value of its Securities or any portion thereof except as otherwise expressly provided for in this Agreement.

Section 8.04. Liability of Securityholders.

(a) Except as otherwise provided by this Agreement and the LLC Act, (i) the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and (ii) no Securityholder shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Securityholder of the Company.

(b) A Securityholder, in its capacity as such, shall have no liability in excess of (i) the amount of its capital contributions, (ii) its share of any assets and undistributed profits of the Company, (iii) any amounts required to be paid by such Securityholder pursuant to this Agreement or any payment and/or indemnity in connection with the registration of transfers of Securities and (iv) the amount of any distributions wrongfully distributed to it to the extent set forth in the LLC Act.

ARTICLE 9
MANAGEMENT

Section 9.01. Management of the Company .

(a) Except as otherwise expressly provided in this Agreement or in the By-laws or as required by the LLC Act, the business and affairs of the Company shall be managed, and all actions required under this Agreement shall be determined, solely and exclusively by the Board of Directors, which shall have all rights and powers on behalf and in the name of the Company to perform all acts necessary and desirable to further the objects and purposes of the Company, including the right to appoint Officers and to authorize any Officer to act on behalf of the Company. Any action taken by the Board of Directors or any duly appointed and acting Officer in accordance with this Agreement or the By-laws shall constitute the act of, and shall serve to bind the Company.

(b) The number of Directors of the Company shall initially be four, which number may be increased, and, if increased, may be decreased as provided in this Agreement or in the By-laws, but shall never be less than four or more than seven. The initial Common Securityholder shall appoint the initial Directors who shall serve

until the first annual meeting of the Common Securityholders and until their successors are duly elected and qualified. The names of the initial Directors are set forth in Annex B hereto. The Common Securityholders may increase the number of Directors and may fill any vacancy, whether resulting from an increase in the number of Directors or otherwise, on the Board of Directors occurring before the first annual meeting of Common Securityholders in the manner provided in the By-laws. Two Independent Directors may be appointed to the Board of Directors pursuant to Section 10.04(i)(i) under the circumstances set forth therein. Each such Independent Director shall have all the rights, powers and authorities of a Director to participate in actions by the Board of Directors on behalf of the Company. No Director, including the Independent Directors, shall be a resident of the Federal Republic of Germany.

The names of the initial Officers, and their offices, are set forth in Annex B hereto. Each such Officer shall have the duties and responsibilities that would apply to his or her office if the Company were a corporation established under the Delaware General Corporation Law, except to the extent that the Directors from time-to-time determine otherwise.

(c) Each member of the Board of Directors shall be a “manager” of the Company for all purposes of, and within the meaning of, the LLC Act.

(d) Without limiting the generality of the foregoing, and subject to the provisions of Section 9.02. and provided , that any such action does not cause the Company (i) to be deemed to be required to register under the 1940 Act, (ii) to be treated as an association or as a “publicly traded partnership” (within the meaning of Section 7704 of the Code) or (iii) to be treated as engaged in trade or business within the United States for U.S. federal income tax purposes, the Board of Directors shall have all authority, rights and powers in the management of the business of the Company to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following:

(i) to authorize the Company or any Officer of the Company on behalf of the Company, to engage in transactions and dealings, including transactions and dealings with any Securityholder or any Affiliate of any Securityholder and including the entering into and performance by the Company of one or more agreements with any Person whereby, subject to the supervision and control of the Board of Directors, any such other Person shall render or make available to the Company managerial, investment, advisory or related services, office space and other services and facilities upon such terms and conditions as may be provided in such agreement or agreements (including, if deemed fair and equitable by the Board of Directors, the compensation payable thereunder by the Company);

(ii) to call meetings of Securityholders or any class or series thereof;

(iii) to cause the Company to issue the Common Security and Preferred Securities in accordance with the provisions of this Agreement;

(iv) to pay all expenses incurred in forming the Company to the extent not paid by the Bank or any other party responsible therefor;

(v) to purchase and hold the Obligations, including as provided in Section 17.02;

(vi) to authorize, suspend, pay, declare or otherwise determine and make Capital Payments or other distributions, in cash or otherwise, on Securities, in accordance with the provisions of this Agreement and of the LLC Act;

(vii) to establish, when a record date is not otherwise established by this Agreement, a record date with respect to all actions to be taken hereunder that require a record date to be established, including with respect to allocations, distributions and voting rights;

(viii) to redeem or repurchase on behalf of the Company, Securities which may be so redeemed or repurchased in accordance with the provisions of this Agreement;

(ix) to appoint (and dismiss from appointment) attorneys and agents on behalf of the Company, and employ (and dismiss from employment) any and all Persons providing legal, accounting or financial services to the Company, or such other employees or agents as the Directors deem necessary or desirable for the management and operation of the Company;

(x) to incur and pay all expenses and obligations incident to the operation and management of the Company, which shall be paid for and furnished by the Bank pursuant to the Services Agreement, including, without limitation, the services referred to in the preceding paragraph, taxes, interest, rent and insurance;

(xi) to open accounts and deposit, maintain and withdraw funds in the name of the Company in banks, savings and loan associations, brokerage firms or other financial institutions;

(xii) to effect a dissolution of the Company and to act as liquidating trustee or the Person winding up the Company’s affairs, all in accordance with and subject to the provisions of this Agreement and of the LLC Act;

(xiii) to effect the delivery of Class B Preferred Securities to the Holders of Trust Securities generally in the event of the dissolution of the Trust;

(xiv) to bring and defend on behalf of the Company actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;

(xv) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Company and its assets or otherwise in the interest of the Company as the Board of Directors shall determine;

(xvi) to prepare and cause to be prepared reports, statements, Officers’ Certificates and other relevant information for distribution to the Securityholders or as required by applicable regulatory authorities, in each case as may be required or determined to be appropriate by the Board of Directors from time to time;

(xvii) to prepare and file all necessary returns and statements and pay all taxes, assessments and other impositions applicable to the assets of the Company;

(xviii) to purchase and maintain on behalf of the Company insurance to protect any Director or Officer against any liability asserted against him or her, or incurred by him or her, arising out of his or her status as such;

(xix) to enforce the Company’s rights with respect to the issuer of the Obligations held by the Company; and

(xx) to execute all other documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary or desirable or incidental to the foregoing.

(e) Subject to the provisions of Section 9.02, the expression of any power or authority of the Board of Directors shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.

(f) The Company, the Bank or a Subsidiary of the Bank, if applicable, and any Director or Officer on behalf of the Company, is hereby authorized to enter into, execute, deliver and perform the Purchase Agreement, the Services Agreement, the Trust Agreement, the Agency Agreement, the Reimbursement and Pledge Agreement to be entered into on or about the date hereof and any other agreement or instrument related thereto or contemplated thereby, notwithstanding any other provision of this Agreement, the LLC Act or other applicable law, rule or regulation, and without any further action, vote or approval of any Person.

(g) Notwithstanding anything to the contrary in this Agreement, the Manager Trustee shall not be deemed to be a member of the Board of Directors and shall have no right, power or authority to participate in the management of the business and affairs of the Company by the Board of Directors. Such Manager Trustee shall be appointed pursuant to Section 4.02 for the sole purpose of qualifying this Agreement under the Trust Indenture Act and performing the duties and obligations of the Manager Trustee provided by the Trust Indenture Act and as expressly set forth herein.

Section 9.02. Limits on Board of Directors’ Powers .

(a) Notwithstanding anything to the contrary in this Agreement, the Board of Directors shall not cause or permit the Company to, and the Company shall not:

(i) acquire any assets other than as expressly provided by this Agreement or the By-laws:

(ii) possess Company property for other than a Company purpose;

(iii) admit a Person as a Securityholder, except as expressly provided in this Agreement;

(iv) perform any act that would subject any Class B Preferred Securityholder to liability for the debts, obligations or liabilities of the Company in any jurisdiction;

(v) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 6.01of this Agreement; or

(vi) engage in any activity that would cause the Company (i) to be required to register under the 1940 Act, (ii) to be treated as an association or as a “publicly traded partnership” (within the meaning of Section 7704 of the Code) or (iii) to be engaged in a trade or business within the United States for U.S. federal income tax purposes.

Section 9.03. Reliance by Third Parties . Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Board of Directors and of any duly appointed and acting Officers. In dealing with the Board of Directors or any Officer duly appointed and acting as set forth in this Agreement or in the By-laws, no Person shall be required to inquire into the authority of the Board of Directors or any such Officer to bind the Company.

Section 9.04. No Management by Any Preferred Securityholders . Except as otherwise expressly provided herein, no Preferred Securityholder, in its capacity as a Preferred Securityholder of the Company, shall take part in the day-to-day management, operation or control of the business and affairs of the Company. The Preferred Securityholders, in their capacity as Preferred Securityholders of the Company, shall not be agents of the Company and shall not have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

Section 9.05. Business Transactions of the Common Securityholder with the Company . Subject to Section 9.01 and Section 9.02 of this Agreement and applicable law, a Common Securityholder and any of its Affiliates may hold deposits of, and enter into business transactions with, the Company and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as Persons who are not Common Securityholders or Affiliates thereof.

Section 9.06. Outside Businesses . Any Director, Officer, Securityholder or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Securityholders shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. No Director, Officer, Securityholder or Affiliate thereof shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and any Director, Officer, Securityholder or Affiliate thereof shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.

Section 9.07. Duties of the Independent Directors . Any Independent Directors appointed pursuant to Section 10.04(i)(i) shall, in making decisions with respect to the declaration of Capital Payments or other matters affecting the rights of the Class B Preferred Securityholders as set forth in Section 10.04, take into account only the interests of the Class B Preferred Securityholders and, with respect to all other matters, the interests of the Common Securityholders, the Class A Preferred Securityholders and the Class B Preferred Securityholders. In considering the interests of the Class B Preferred

Securityholders, the Independent Directors shall owe the Class B Preferred Securityholders fiduciary duties comparable to those that a director of a Delaware corporation owes to common shareholders of such corporation.

ARTICLE 10
COMMON SECURITY AND PREFERRED SECURITIES

Section 10.01. Common Security and Preferred Securities .

(a) The Securities of the Company shall be divided into the Common Security and Preferred Securities. The Preferred Securities shall be divided into two separate classes representing limited liability company interests in the Company, the Class A Preferred Security and Class B Preferred Securities, and there shall be one class of common securities representing limited liability company interests in the Company, the Common Security.

(b) No Common Securityholder or Preferred Securityholder shall be entitled as a matter of right to subscribe for or purchase, or have any pre-emptive right with respect to, any part of any new or additional issue of Preferred Securities whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a dividend or other distribution.

(c) A Preferred Security shall be represented by a certificate which, in the case of a Class B Preferred Security, may be in global form in the circumstances set forth in Section 16.08. The Common Security shall not be evidenced by any certificate or other written instrument, but shall only be evidenced by this Agreement.

(d) Upon issuance of the Preferred Securities as provided in this Agreement, the Preferred Securities so issued shall be deemed to be validly issued, fully paid and nonassessable.

(e) In purchasing the Preferred Securities, each Preferred Securityholder agrees with the Bank and the Company that the Bank, the Company and the Preferred Securityholders shall treat Preferred Securityholders as Holders of the Preferred Securities in the Company for all purposes, and not as the Holders of an interest in the Bank or in any other person.

Section 10.02. General Provisions Regarding Preferred Securities .

(a) There is hereby authorized for issuance and sale by the Company securities designated as the Class A Preferred Security and the Class B Preferred Securities. The specific designation, stated rate, liquidation preference amount, redemption terms, voting rights, exchange limitations and other powers, preferences and special rights and limitations of the Class A Preferred Security and the Class B Preferred Securities are set forth in Section 10.03 (with respect of the Class A Preferred Security) and in Section 10.04 (with respect to the Class B Preferred Securities).

(b) The Preferred Securities shall rank senior to all other Securities in respect of the right to receive capital payments including Capital Payments or other distributions and the right to receive payments out of the assets of the Company upon

voluntary or involuntary liquidation, dissolution, winding-up or termination of the Company in accordance with the provisions hereof. All Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be canceled.

(c) The Class A Preferred Security shall rank senior to the Class B Preferred Securities in respect of the right to receive payments out of the assets of the Company upon voluntary or involuntary liquidation, dissolution, winding-up or termination of the Company in accordance with the provisions hereof, provided that any payments made by the Guarantor pursuant to the Class B Preferred Guarantee shall be payable by the Company solely to the Class B Preferred Securityholders.

Section 10.03. Class A Preferred Security .

(a) Designation . There shall hereby be designated as a class of Preferred Securities one noncumulative Class A Preferred Security (the “ Class A Preferred Security ”). The Class A Preferred Security shall have an aggregate liquidation preference amount of U.S.$[ ]. The Class A Preferred Security, at any time outstanding, shall be owned by the Bank or one or more Qualified Subsidiaries.

(b) Class A Capital Payment Rights. The Class A Preferred Securityholder shall be entitled to receive when, as and if declared by the Board of Directors out of assets of the Company legally available therefor, capital payments in cash or in assets of the Company on a noncumulative basis. Such a declaration shall occur only to the extent the Board of Directors does not declare Capital Payments on the Class B Preferred Securities at the Stated Rate in full on any Class B Payment Date. The Board of Directors is authorized, and it is the intention of the Company, to declare a capital payment on the Class A Preferred Security only to the extent that (i) Capital Payments are not permitted to be declared on the Class B Preferred Securities at the Stated Rate in full on any Class B Payment Date due to insufficient Distributable Profits of the Bank for the fiscal year preceding such Class B Payment Period or an order of the BaFin (or any other relevant regulatory authority) prohibiting the Bank from making any distribution of profits as described under Section 10.04(b)(ix) below and (ii) the Company has sufficient Operating Profits. It is the intention of the Company not to pay capital payments on the Class A Preferred Securities. Furthermore, the payment of capital payments on the Class A Preferred Security is not a condition to the payment of Capital Payments on the Class B Preferred Securities.

(d) Voting Rights. The Class A Preferred Securityholders shall not be entitled to vote other than as provided for elsewhere in this Agreement.

(e) Liquidation Distribution. In the event of any voluntary or involuntary liquidation, dissolution, winding-up or termination of the Company, the Class A Preferred Securityholders shall be entitled to receive the Obligations (including interest accrued and unpaid thereon) as their liquidation distribution. For the avoidance of doubt, the Class A Preferred Securityholders shall not be entitled to share in any payments made by the Guarantor pursuant to the Class B Preferred Guarantee.

Section 10.04. Class B Preferred Securities .

(a) Designation . There shall hereby be designated as a class of Preferred Securities the noncumulative Class B Preferred Securities (the “ Class B Preferred Securities ”). The Class B Preferred Securities shall have a liquidation preference amount of U.S.$[ ] per Class B Preferred Security (the “ Class B Liquidation Preference Amount ”). The Class B Preferred Securities shall be issued in an aggregate Class B Liquidation Preference Amount of U.S.$ [ ].

(b) Class B Capital Payment Rights.

(i) Class B Preferred Securityholders shall be entitled to receive when, as and if declared (or deemed declared) by the Board of Directors out of assets of the Company legally available therefor, Capital Payments in cash on the Class B Preferred Securities held by them, on a noncumulative basis, payable quarterly in arrears on [ ], [ ], [ ] and [ ] of each year (each a “ Class B Payment Date ”). Capital Payments payable on each Class B Payment Date shall accrue from and including the immediately preceding Class B Payment Date (or the Closing Date with respect to the Capital Payment payable [ ]) to but excluding the relevant Class B Payment Date (each a “ Class B Payment Period ”).

(ii) For each Class B Payment Period Capital Payments shall accrue on the Class B Liquidation Preference Amount of each Class B Preferred Security at a fixed rate of [ ]% per annum (the “Stated Rate” ), calculated on the basis of a 360-day year of twelve 30-day months.

(iii) If any Class B Payment Date or Class B 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 of such delay in payment.

(iv) Capital Payments on the Class B Preferred Securities shall be paid out of amounts received by the Company on the Obligations held by the Company from time to time.

(v) Each Capital Payment declared (or deemed to be declared) shall be payable to the Holders of record as they appear on the Register on the corresponding record date. The record dates for the Class B Preferred Securities shall be (A) for those Class B Preferred Securities held by the Property Trustee (regardless of their own form), so long as the Trust Preferred Securities remain in book-entry form, and for Book-Entry Class B Preferred Certificates, the end of business on the Business Day immediately preceding the relevant Class B Payment Date and (B) in all other cases, the end of business on the 15 ^th Business Day prior to the relevant Class B Payment Date.

(vi) The right of Class B Preferred Securityholders to receive Capital Payments is noncumulative. If the Board of Directors does not declare a Capital Payment in respect of any Class B Payment Period (and no such Capital Payment is deemed to be declared), Class B Preferred Securityholders shall have no right to receive a Capital Payment in respect of such Class B Payment Period, and the Company shall have no obligation to pay a Capital Payment in respect of such Class

B Payment Period, whether or not Capital Payments are declared (or deemed declared) and paid in respect of any future Class B Payment Period.

(vii) If any Class B Preferred Securities are outstanding, no distributions shall be declared or paid or set apart for payment on the Common Security for any Class B Payment Period unless all Capital Payments and Additional Amounts thereon, if any, in respect of the relevant Class B Payment Period have been declared and paid in full at the Stated Rate.

(viii) Capital Payments on the Class B Preferred Securities shall only be authorized to be declared, and declared (or deemed declared) Capital Payments are only authorized to be paid, in each case on any Class B Payment Date to the extent that (i) the Company has an amount of Operating Profits for such Class B Payment Period ending on the day immediately preceding such Class B Payment Date at least equal to the amount of such Capital Payments and (ii) the Bank has an amount of Distributable Profits for the preceding fiscal year for which audited unconsolidated financial statements are available at least equal to the aggregate amount of such Capital Payments on the Class B Preferred Securities and Capital Payments on the Class B Preferred Securities theretofore paid and capital payments or dividends or other distributions payable on Preferred Tier 1 Securities, if any, pro rata , on the basis of Distributable Profits for such preceding fiscal year; provided , that :

(A) Notwithstanding the foregoing, if the Bank or any of its Subsidiaries declares or pays any dividends or makes any other payment or distribution on any Preferred Tier 1 Securities (other than a payment in kind of ordinary shares of common stock or other Junior Securities or payments on Preferred Tier 1 Securities issued by wholly-owned Subsidiaries of the Bank, when such Preferred Tier 1 Securities are held exclusively by the Bank or by any of its other wholly-owned Subsidiaries), the Company shall be deemed to have declared Capital Payments on the Class B Preferred Securities at the Stated Rate pro rata (in the same proportion that the payment that was made on the Preferred Tier 1 Security had to the amount that was payable on such Preferred Tier 1 Security at the time of such payment):

(x) payable on each of the next four Class B Payment Dates, if the dividend, distribution or other payment on the Preferred Tier 1 Security is paid in respect of an annual period;

(y) payable on each of the next two Class B Payment Dates, if the dividend, distribution or other payment on the Preferred Tier 1 Security is paid in respect of a semi-annual period; or

(z) payable on the next Class B Payment Date, if the dividend, distribution or other payment on the Preferred Tier 1 Security is paid in respect of a quarterly period.

(B) Further, notwithstanding the foregoing, if the Bank or any of its Subsidiaries declares or pays any dividends or makes any other payment or distribution on its Junior Securities (other than payments in kind of ordinary shares of

common stock or other Junior Securities or payments on Junior Securities issued by wholly-owned Subsidiaries of the Bank, when such Junior Securities are held exclusively by the Bank or by any of its other wholly-owned Subsidiaries), the Company shall be deemed to have declared Capital Payments on the Class B Preferred Securities at the Stated Rate in full:

(x) for payment on the first four Class B Payment Dates falling contemporaneously with and/or immediately following the date on which such dividend was declared or other payment made, if such Junior Securities pay dividends annually;

(y) for payment on the first two Class B Payment Dates falling contemporaneously with and/or immediately following the date on which such dividend was declared or other payment made, if such Junior Securities pay dividends semi-annually; or

(z) for payment on the first Class B Payment Date falling contemporaneously with or immediately following the date on which such dividend was declared or other payment made, if such Junior Securities pay dividends quarterly.

(C) If the Bank or any of its Subsidiaries redeems, repurchases or otherwise acquires any Preferred Tier 1 Securities or Junior Securities (other than Preferred Tier 1 Securities or Junior Securities issued by wholly-owned Subsidiaries of the Bank, when such Preferred Tier 1 or Junior Securities are held exclusively by the Bank or by any of the Bank’s wholly-owned Subsidiaries), for any consideration (except by conversion into or exchange for common stock of the Bank or other Junior Securities) or any moneys are paid to or made available for a sinking fund for, or for redemption of, any such securities, other than in connection with:

(w) transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or in connection with the distribution, trading or market-making in respect of such securities,

(x) the satisfaction by the Bank or any of its Subsidiaries of its obligations under any employee benefit plans or similar arrangements with or for the benefit of employees, officers, directors or consultants, including hedging transactions effected to cover exposure of yet unvested grants under employee benefit plans,

(y) a reclassification of the capital stock of the Bank or any of its Subsidiaries or the exchange or conversion of one class or series of such capital stock for another class or series of such capital stock, or

(z) the purchase of fractional interests in shares of the capital stock of the Bank or any of its Subsidiaries pursuant

to the provisions of any security being converted into or exchanged for such capital stock;

the Company shall be deemed to have declared Capital Payments on the Class B Preferred Securities at the Stated Rate in full payable on each of the first four Class B Payment Dates falling contemporaneously with or immediately following the date on which such redemption, repurchase or other acquisition occurred.

Any Capital Payments so deemed to be declared pursuant to clauses (A), (B) or (C) above shall (i) only be authorized to be paid on any Class B Payment Date to the extent the Company has an amount of Operating Profits for the related Class B Payment Period at least equal to the amount of Capital Payments so deemed declared and (ii) to the extent not authorized to be paid pursuant to clause (i) shall not be considered due and payable for any purposes hereunder or under the Class B Preferred Guarantee, except with respect to such Capital Payments deemed declared after the Trust is dissolved and the Class B Preferred Securities have been distributed to the Holders of the Trust Preferred Securities pursuant to the Trust Agreement, which shall be considered due and payable for purposes of the Class B Preferred Guarantee.

(ix) Notwithstanding any of the foregoing provisions of this Section 10.04, however, Capital Payments on the Class B Preferred Securities shall not be payable on any Class B Payment Date (or a date set for redemption or liquidation) if on such date there is in effect an order of the BaFin (or any other relevant regulatory authority) prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any such Preferred Tier 1 Securities are then outstanding).

(x) The Company shall have no obligation to make up, at any time, any Capital Payments not paid in full by the Company as a result of insufficient Operating Profits of the Company, insufficient Distributable Profits of the Bank or an order of the BaFin.

(c) Additional Amounts. The payment of Capital Payments on the Class B Preferred Securities, and any amount payable upon redemption thereof or in liquidation, shall be made without any deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of the United States or Germany (or any jurisdiction from which payments are made) or, during any period in which any Substitute Obligations are outstanding, the jurisdiction of residence of any obligor on such Substitute Obligations (or any jurisdiction from which payments are made) (each a “ Relevant Jurisdiction ”) or by or on behalf of any political subdivision or authority therein or thereof having the power to tax (collectively, “ Withholding Taxes ”), unless such deduction or withholding is required by law. In such event, the Company shall pay as additional Capital Payments, such additional amounts (the “ Additional Amounts ”) to the Class B Preferred Securityholders as may be necessary in order that the net amounts received by the Class B Preferred Securityholders and the Trust Preferred Securityholders after such deduction or withholding for or on account of Withholding Taxes shall equal the amounts that otherwise would have been received had no such deduction or withholding been required, provided , however , that no such Additional Amounts shall be payable in respect of the Class B Preferred Securities

(i) if and to the extent that the Company is unable to pay corresponding amounts in respect of the Class B Preferred Securities because of insufficient Distributable Profits of the Bank for the preceding fiscal year (after subtracting from such Distributable Profits the aggregate amount of the Capital Payments on the Class B Preferred Securities and any capital payments or dividends or other distributions on Preferred Tier 1 Securities, if any, already paid on the basis of such Distributable Profits on or prior to the date on which such Additional Amounts will be payable);

(ii) with respect to any Withholding Taxes that are payable by reason of a Holder or beneficial owner of Class B Preferred Securities (other than the Trust) having some connection with any Relevant Jurisdiction other than by reason only of the mere holding or beneficial ownership of Class B Preferred Securities;

(iii) with respect to 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; or

(iv) to the extent such deduction or withholding can be avoided or reduced if the Holder or beneficial owner of Class B 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 (iv) shall not apply if the certification, information, documentation or other reporting requirement would be materially more onerous (in form, procedure or substance of information required to be disclosed), to the Holder or beneficial owner of Class B 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).

(d) Redemption Terms .

(i) On [ ] (the “ Initial Redemption Date ”) and on any Class B Payment Date falling on or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, at a redemption price per Class B Preferred Security equal to the Class B Liquidation Preference Amount, plus any accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of redemption (the “ Class B Redemption Date ”), plus Additional Amounts, if any (the “ Redemption Price ”), provided that , the Company may exercise its right to redeem the Class B Preferred Securities only if (A) the Company has given 30 calendar days’ prior notice (or such longer period as may be required by the relevant regulatory authorities) to the Class B Preferred Securityholders of its intention to redeem the Class B Preferred Securities on the Class B Redemption Date and (B) the Company has obtained any required regulatory approvals.

(ii) The Company shall have the right, upon the occurrence of a Company Special Redemption Event, to redeem the Class B Preferred Securities at any time upon at least 30 calendar days’ prior notice, in whole but not in part, at the Redemption Price, subject to the Company having obtained any required regulatory approvals.

(iii) In the event that payment of the Redemption Price in respect of any Class B Preferred Securities is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue at the Stated Rate from the designated Class B Redemption Date to the date of actual payment of the Redemption Price, in which case the actual payment date shall be considered the Class B Redemption Date for purposes of calculating the Redemption Price.

(iv) No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits (for the preceding fiscal year for which audited unconsolidated financial statements are available) at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments on the Class B Preferred Securities theretofore paid, plus Additional Amounts, if any, and capital payments or dividends payable on any Preferred Tier 1 Securities, pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any).

No redemption of Class B Preferred Securities, whether on a Class B Payment Date, on or after the Initial Redemption Date or upon the occurrence of a Company Special Redemption Event, shall require the vote or consent of any of the Class B Preferred Securityholders.

(e) Redemption Procedures .

(i) An irrevocable notice of redemption of Class B Preferred Securities (a “ Redemption Notice ”) shall be given by the Board of Directors on behalf of the Company, in the manner prescribed in Section 19.09 hereof, to each Class B Preferred Securityholder at least 30 calendar days before the proposed Class B Redemption Date, or such other time period or in such manner as may be required by the relevant regulatory authorities. A Redemption Notice shall be deemed to be given on the day such notice is first delivered, telecopied or mailed by first-class mail, postage prepaid, to Class B Preferred Securityholders. Each Redemption Notice shall be addressed to the Class B Preferred Securityholders at the address of each such Holder appearing in the Register. No defect in the Redemption Notice or in the delivery thereof with respect to any Class B Preferred Securityholder shall affect the validity of the redemption proceedings with respect to any other Class B Preferred Securityholder.

(ii) By 9:00 a.m. New York City time on the Class B Redemption Date, the Company shall (A) with respect to Book-Entry Class B Preferred Certificates, irrevocably deposit with DTC funds sufficient to pay the applicable Redemption Price thereon together with irrevocable instructions to DTC to make such payment or (B) with respect to Definitive Class B Preferred Securities, deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price thereon together with irrevocable instructions to the Paying Agent to make such payment by check mailed to the relevant Class B Preferred Securityholder (at its address in the Register on the Class B Redemption Date) upon surrender of its Class B Preferred Certificates; provided , however , that for so long as the Trust owns the Class B Preferred Securities (which shall be held of record in the name of the Property Trustee for the benefit of the Holders or beneficial owners of the Trust Preferred Securities and the Holder of the Trust Common Security), payment of the Redemption Price shall be made by wire in same day funds to the Property Trustee by 9:00 a.m., New York City time on the Class B Redemption Date. Upon satisfaction of the foregoing conditions, all rights of Class B Preferred Securityholders so called for redemption shall cease on the Class B Redemption Date, except the right of the Class B Preferred Securityholders to receive the applicable Redemption Price (without interest thereon from and after the Class B Redemption Date).

If the Class B 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 of such delay in payment.

(f) Liquidation Terms

(i) In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Company, each Class B Preferred Securityholder shall, subject to the limitations described herein, be entitled to receive the Class B Liquidation Preference Amount of U.S.$[ ] per Class B Preferred Security, plus, in each case, accrued and unpaid Capital Payments in respect of the then current Class B Payment Period to but excluding the date of liquidation, and Additional Amounts, if any. Such entitlement shall arise following the liquidation distribution of the Obligations to the Class A Preferred Securityholders and before any distribution of assets is made to Common Securityholders.

(ii) In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Trust not involving redemption of the Class B Preferred Securities or the liquidation of the Company, the Holders of the Trust Preferred Securities shall be entitled to receive Class B Preferred Securities with a corresponding Class B Liquidation Preference Amount.

(g) Additional Capital and Indebtedness. For so long as any of the Class B Preferred Securities are outstanding, the Company shall not issue, without the unanimous consent of all the Class B Preferred Securityholders (excluding any Class B Preferred Securities held by the Bank or any of its Affiliates), any additional equity securities ranking prior to or pari passu with the Class B Preferred Securities as to periodic distribution rights or rights on liquidation or dissolution, or incur any indebtedness for money borrowed.

Notwithstanding the foregoing, the Company will (i) if so required by the Bank in connection with the exercise of the underwriters’ over-allotment option or (ii) from time to time on or prior to [ ] and without the consent of the holders of the Class B Preferred Securities, issue additional Class B Preferred Securities having the same terms as the Class B Preferred Securities in all respects except for the issue date, the date from which Capital Payments accrue on the Class B Preferred Securities, the issue price, and any other deviations required for compliance with applicable law, so as to form a single series with the Class B Preferred Securities, upon notice from the Bank and in consideration for Obligations of a principal amount equal to the aggregate liquidation preference amount of such additional Class B Preferred Securities and having the same terms and conditions as the Initial Obligation in all respects except for the issue date, the date from which interest accrues on such Obligations, the issue price and any other deviations required for compliance with applicable law.

(h) Class B Preferred Guarantee . To the extent set forth in the Class B Preferred Guarantee, the Guarantor has agreed to pay the Class B Preferred Securityholders, as and when due, the Class B Preferred Guarantee Payments. As set forth in the Class B Preferred Guarantee, the obligations of the Guarantor under the Class B Preferred Guarantee shall be several and independent of the Company’s obligations hereunder. The Class B Preferred Securityholders, by acceptance of such Class B Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Class B Preferred Guarantee.

(i) Rights of Holders .

(i) If for four consecutive Class B Payment Periods, Capital Payments on the Class B Preferred Securities and any Additional Amounts in respect of such Capital Payments have not been paid at the Stated Rate in full by the Company or by the Guarantor under the Class B Preferred Guarantee, the Class B Preferred Securityholders shall be entitled to appoint two Independent Directors to the Board of Directors. Such Independent Directors shall be elected by ordinary resolution, passed by Holders of a Majority of the Class B Preferred Securities entitled to vote thereon, as determined in accordance with Section 11.01, present in person or by proxy at a separate general meeting of such Class B Preferred Securityholders convened for that purpose (which shall be called at the request of any Class B Preferred Securityholder entitled to vote thereon). Any Independent Director so appointed shall vacate office if, in such Independent Director’s sole determination, Capital Payments have been paid regularly at the Stated Rate in full by the Company or the Guarantor under the Class B Preferred Guarantee or the Trust Preferred Guarantee for one calendar year. Any such Independent Director may be removed by, and shall not be removed except by, the vote of Holders of a Majority of the Class B Preferred Securities entitled to vote thereon, at a meeting of the Company’s Securityholders or of the Class B Preferred Securityholders entitled to vote thereon, called for that purpose.

(ii) The Holders of a Majority of the Class B Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Manager Trustee in respect of enforcing the rights of the Class B Preferred Securities under this Agreement, or direct the exercise of any trust or power conferred upon the Manager Trustee under this Agreement.

(iii) If the Manager Trustee fails to enforce its rights under the Agreement after a Class B Preferred Securityholder has made a written request, such Class B Preferred Securityholder may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the Manager Trustee’s rights under this Agreement, without first instituting a legal proceeding against the Manager Trustee or any other person or entity.

Notwithstanding the foregoing, if the Company has failed to pay the Redemption Price with respect to Class B Preferred Securities duly called for redemption, any Capital Payments declared (or deemed declared), including Additional Amounts, if applicable, that are due and owing, a Class B Preferred Securityholder may take any action authorized by this Agreement and may directly institute a proceeding in such Class B Preferred Securityholder’s own name against the Company for enforcement of this Agreement for such payment or against the Guarantor for enforcement of the Class B Preferred Guarantee in respect of such payment.

(j) Ratings and Clearance. If the Class B Preferred Securities are distributed to Holders of Trust Preferred Securities in connection with the involuntary or voluntary dissolution, winding up or liquidation of the Trust, the Company shall use its commercially reasonable efforts to cause the Class B Preferred Securities (i) to be assigned the rating at which the Trust Preferred Securities are then rated and (ii) to be eligible for settlement and clearance through DTC and its participants, if the Trust Preferred Securities are then eligible for clearance through DTC and consequently to be issued in the form of one or more global certificates registered in the name of DTC as the depository or its nominee, and (iii) to be listed on the New York Stock Exchange or on such other national securities exchange as the Trust Preferred Securities are then listed or quoted.

ARTICLE 11
VOTING AND MEETINGS

Section 11.01. Voting Rights of Preferred Securityholders .

(a) Except as otherwise provided herein, in the By-laws or as otherwise required by the LLC Act or other applicable law, the Preferred Securityholders shall have no right or power to vote on any question or matter or in any proceeding or to be represented at, or to receive notice of, any meeting of Securityholders.

(b) Notwithstanding that Securityholders holding Preferred Securities may become entitled to vote or consent under any of the circumstances described in this Agreement or in the By-laws, any of the Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates (other than the Trust), either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for the purposes of such vote or consent, be treated as if such Preferred Securities were not outstanding, except for Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Preferred Securities; provided , however , that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or

Affiliates have pledged Preferred Securities may vote or consent with respect to such pledged Preferred Securities pursuant to the terms of such pledge.

Section 11.02. Voting Rights of Common Securityholders . Except as otherwise provided herein, and except as otherwise provided by the LLC Act or other applicable law, all voting rights of the Securityholders shall be vested exclusively in the Common Securityholders. The Common Securityholders shall vote as a single class on any matter on which the Common Securityholders have the right to vote regardless of the voting rights of any other Securityholder.

Section 11.03. Meetings of the Securityholders .

(a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-laws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a Majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting.

(b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders:

(i) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent.

(ii) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the discretion of the Securityholder executing it at any time before it is voted.

(iii) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate.

(iv) Any required vote of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders are entitled to vote pursuant to Section 7.04 or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given to each Holder of record of such Preferred Securities in the manner set forth in Section 19.09 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Preferred Securityholders are entitled to vote or of such matters upon

which written consent is sought and (iii) instructions for the delivery of proxies or consents.

(c) Subject to the provisions of this Agreement, the Board of Directors shall establish all other provisions relating to meetings of Securityholders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Securityholders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

ARTICLE 12
CAPITAL PAYMENTS

Section 12.01. Capital Payments .

(a) Subject to the terms of this Article 12 and the provisions of the LLC Act, (i) Class B Preferred Securityholders shall receive periodic Capital Payments, if any, in accordance with Article 10 of this Agreement only when, as and if declared or deemed declared by the Board of Directors and (ii) Class A Preferred Securityholders and Common Securityholders shall receive periodic distributions, if any, subject to Article 10 of this Agreement, only when, as and if declared by the Board of Directors.

(b) A Securityholder shall not be entitled to receive any Capital Payment or other distribution with respect to any Class B Payment Date (and any such Capital Payment or other distribution shall not be considered due and payable), irrespective of whether such Capital Payment or other distribution has been declared (or is deemed declared) by the Board of Directors, until such time as the Company shall have funds legally available for the payment of such Capital Payment or such other distribution to such Securityholder pursuant to the terms of this Agreement and the LLC Act, and notwithstanding any provision of Section 18-606 of the LLC Act to the contrary, until such time, a Securityholder shall not have the status of a creditor of the Company, or the remedies available to a creditor of the Company.

Section 12.02. Limitations on Distributions . Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution (including a Capital Payment) to any Securityholder on account of its Security if such distribution would violate Section 18-607 of the LLC Act or other applicable law. No dividends shall be declared and paid on the Common Security unless all Capital Payments (and Additional Amounts, if any) on the Class B Preferred Securities, if any, have been declared and paid in full at the Stated Rate.

Section 12.03. Distribution Policy . The Company shall distribute the full amount of Operating Profits for each Class B Payment Period as a capital payment or dividend to the Company’s Securityholders on the terms, and subject to the provisions, of this Agreement.

ARTICLE 13
BOOKS AND RECORDS

Section 13.01. Financial Statements . The Board of Directors shall, as soon as available after the end of each Fiscal Year, cause to be prepared and mailed to each

Common Securityholder and Preferred Securityholder of record the unaudited financial statements of the Company for such Fiscal Year prepared in accordance with generally accepted accounting principles in the United States of America.

Section 13.02. Limitation on Access to Records . Notwithstanding any provision of this Agreement, the Board of Directors may, to the maximum extent permitted by law, keep, or cause to be kept, confidential from the Preferred Securityholders, for such period of time as the Board of Directors deems reasonable, any information the disclosure of which the Board of Directors reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board of Directors in good faith believe is not in the best interest of the Company or could damage the Company or its business or which the Company or the Board of Directors are required by law or by an agreement with any Person to keep confidential.

Section 13.03. Accounting Method . For both financial and tax reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

ARTICLE 14
TAX MATTERS

Section 14.01. Company Tax Returns .

(a) The Bank is hereby designated as the Company’s “ Tax Matters Partner ” under Section 6231(a)(7) of the Code and shall have all the powers and responsibilities of such position as provided in the Code. The Bank is specifically directed and authorized to take whatever steps the Bank, in its discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under the Treasury Regulations. Expenses incurred by the Tax Matters Partner in its capacity as such shall be borne by the Company.

(b) The Tax Matters Partner shall cause to be prepared and timely filed all tax returns required to be filed for the Company. Subject to Section 14.03 the Tax Matters Partner may, in its discretion, cause the Company to make or refrain from making any U.S. federal, state or local income or other tax elections for the Company that it deems necessary or advisable, including, without limitation, any election under Section 754 of the Code or any successor provision.

Section 14.02. Tax Reports . The Tax Matters Partner shall, as promptly as practicable and in any event within 90 days of the end of each fiscal year, cause to be prepared and mailed by the Company to each Preferred Securityholder of record Internal Revenue Service Schedule K-1 and any other forms that are necessary or advisable in order to permit the Securityholders to comply with U.S. federal and any other income tax requirements.

Section 14.03. Taxation as a Partnership . The Company shall take any necessary steps to be treated as a partnership for U. S. federal income tax purposes and shall not file any election to be treated as anything other than a partnership for such purposes. The

Bank and the Company will use their commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

ARTICLE 15
EXPENSES

Section 15.01. Expenses . Except as otherwise provided herein or in the Services Agreement as long as it is in effect, the Bank, shall be responsible for, and shall pay, all expenses of the Company, provided that such expenses or obligations are those of the Company or are otherwise incurred by or pursuant to the direction of the Board of Directors in connection with this Agreement, including, without limitation:

(a) all costs and expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to the Securityholders of checks, financial reports, tax returns and notices required pursuant to this Agreement and the holding of any meetings of the Securityholders;

(b) all expenses incurred in connection with any litigation involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith (other than expenses incurred by any Director in connection with any litigation brought by or on behalf of any Securityholder against such Director);

(d) all expenses incurred in connection with the collection of amounts due to the Company from any Person;

(e) all expenses incurred in connection with the preparation of amendments or restatements to this Agreement; and

(f) all expenses incurred in connection with the involuntary or voluntary liquidation, dissolution, winding up or termination of the Company; provided, however, that without limiting the foregoing, the Bank shall pay (i) all expenses relating to the organization of the Company, the preparation of this Agreement and the issuance of the Securities and (ii) any expenses which relate to the organization and offering of the Securities but are not explicitly referenced to in this Section 15.01 above or in the Services Agreement.

ARTICLE 16
TRANSFERS OF SECURITIES BY SECURITYHOLDERS
AND RELATED MATTERS

Section 16.01. Transfer of the Common Security and Class A Preferred Security . The Bank undertakes that the Bank or one or more other Qualified Subsidiaries of the Bank will maintain sole ownership of the Common Security and the Class A Preferred Security, and the Bank or a Qualified Subsidiary may transfer the Common Security or the Class A Preferred Security only to the Bank or other Qualified Subsidiaries, provided that

prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (i) the Company will continue to be treated as a partnership, and not as an association or publicly traded partnership taxable as a corporation, for United States federal income tax purposes, (ii) such transfer will not cause the Company to be required to register under the 1940 Act, (iii) such transfer will not adversely affect the limited liability of the holders of the Class B Preferred Securities and (iv) such transfers will not otherwise result in a Company Special Redemption Event.

Section 16.02. Registration . The Board of Directors shall provide for the registration of Class B Preferred Certificates, the Class A Certificate and the Common Security and of transfers of Class B Preferred Certificates, the Class A Certificate and the Common Security in a record thereof (the “ Register ”) and shall appoint a securities registrar (the “ Registrar ”) and transfer agent (the “ Transfer Agent ”) to act on its behalf; provided , however , that without any action on the part of the Board of Directors being necessary, Deutsche Bank Trust Company Americas, is hereby appointed as the initial Registrar and Transfer Agent.

Section 16.03. Events of Cessation of Security Ownership . A person shall cease to be a Securityholder upon the lawful assignment of all of its Securities (including by any redemption or other repurchase by the Company) or as otherwise provided herein.

Section 16.04. Persons Deemed Securityholders . The Company may treat the Person in whose name any Class B Preferred Certificate, Class A Preferred Certificate or Common Security shall be registered in the Register as the sole Holder of such Class B Preferred Certificate, Class A Preferred Certificate or Common Security and of the Securities represented thereby for purposes of receiving Capital Payments or other distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Class B Preferred Certificate, Class A Preferred Certificate or Common Security or in the securities represented thereby on the part of any other Person, whether or not the Company shall have actual or other notice thereof.

Section 16.05. The Class B Preferred Certificates .

(a) The Class B Preferred Certificates shall be issued in denominations equal to the Class B Liquidation Preference Amount or greater integral multiples thereof. Each Class B Preferred Certificate shall be signed, manually, by the President, any Vice-President or the Secretary of the Company. Class B Preferred Certificates bearing the signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Company shall be validly issued notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Class B Preferred Certificates or did not hold such offices at the date of delivery of such Class B Preferred Certificates. A transferee of a Class B Preferred Certificate shall become a Securityholder, upon due registration of such Class B Preferred Certificate in such transferee’s name pursuant to Section 16.06.

(b) Unless and until the Company issues global Class B Preferred Certificates pursuant to Section 16.08, the Company shall only issue Class B

Preferred Securities in certificated, fully registered form (the “ Definitive Class B Preferred Securities ”) to the Class B Preferred Securityholders.

Section 16.06. Transfer of Class B Preferred Certificates .

(a) Subject to the other provisions of this Article 16, upon surrender for registration of transfer of any Class B Preferred Certificate, the Board of Directors shall cause one or more new Class B Preferred Certificates to be issued in the name of the designated transferee or transferees. Every Class B Preferred Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed by the Class B Preferred Securityholder or his or her attorney duly authorized in writing. Any registration of transfer shall be effected upon the Transfer Agent being satisfied with the documents of title and identity of the person making the request, upon the receipt by the Transfer Agent of any applicable certificate relating to transfer restrictions as described below, and subject to such reasonable regulations as the Company may from time to time establish. Each Class B Preferred Certificate surrendered for registration of transfer shall be canceled by the Board of Directors. A transferee of a Class B Preferred Certificate shall be admitted to the Company as a Class B Preferred Securityholder and shall be entitled to the rights and subject to the obligations of a Class B Preferred Securityholder hereunder upon receipt by such transferee of a Class B Preferred Certificate. By acceptance of a Class B Preferred Certificate, each transferee shall be bound by this Agreement. The transferor of a Class B Preferred Certificate, in whole, shall cease to be a Class B Preferred Securityholder (subject to certain exceptions) at the time that the transferee of such Class B Preferred Certificate is admitted to the Company as a Class B Preferred Securityholder in accordance with this Section 16.06.

(b) Upon surrender for registration of transfer of any Class B Preferred Certificate at the office or agency of the Company or the Registrar maintained for that purpose the Company shall deliver or cause to be delivered to the Registrar in a form duly executed on behalf of the Company in the manner provided for in Section 16.05(a) and the Registrar shall register in the Register and deliver, in the name of the designated transferee or transferees, one or more new Class B Preferred Certificates in authorized denominations of a like aggregate Class B Liquidation Preference Amount dated the date of execution by such Registrar.

The Company and the Registrar shall not be required to issue, register the transfer of or exchange any Class B Preferred Security from and after the opening of business 15 days before the Class B Redemption Date.

No service charge shall be made for any registration of transfer or exchange of Class B Preferred Certificates, but the Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Class B Preferred Certificates.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to its duties under this Agreement. The Company, at its own expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(c) Any acquiror or Holder of Class B Preferred Securities (other than the Property Trustee or DTC) or holder of a beneficial interest therein shall be deemed to have represented and warranted by its acquisition and holding of the Class B Preferred Securities that on each day that it holds Class B Preferred Securities either (A) it is not itself, and is not acquiring any Class B Preferred Securities with “plan assets” of, an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, a governmental plan which is subject to any non-U.S., federal, state or local law that is substantially similar to such provisions of ERISA or the Code (“ Similar Law ”) or an entity whose underlying assets include “plan assets” by reason of any such plan’s investment in the entity or (B) the purchase, holding and redemption of any Class B Preferred Securities does not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any provision of Similar Law.

Section 16.07. Mutilated, Destroyed, Lost or Stolen Class B Preferred Certificates . If (a) any mutilated Class B Preferred Certificate shall be surrendered to the Registrar, or if the Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Class B Preferred Certificate, and (b) there shall be delivered to the Registrar and the Company such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Class B Preferred Certificate shall have been acquired by a bona fide purchaser, the Company shall sign and the Company and the Registrar shall make available for delivery (all in the manner provided for in Section 16.05), in exchange for or in lieu of any mutilated, destroyed, lost or stolen Class B Preferred Certificate, a new Class B Preferred Certificate of like class, tenor and denomination. In connection with the issuance of any new Class B Preferred Certificate under this Section 16.07, the Company or the Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Class B Preferred Certificate issued pursuant to this Section shall constitute conclusive evidence of a limited liability company interest in the Company corresponding to that evidenced by the lost, stolen or destroyed Class B Preferred Certificate, as if originally issued, whether or not the lost, stolen or destroyed Class B Preferred Certificate shall be found at any time.

Section 16.08. Book-entry Provisions .

(a) General . The provisions of this Section 16.08 shall apply only in the event that the Class B Preferred Securities are distributed to the Holders of Trust Preferred Securities in book-entry form in connection with the involuntary or voluntary liquidation, dissolution, winding-up or termination of the Trust. Upon the occurrence of such event, the Company shall use its commercially reasonable efforts to cause the Class B Preferred Securities to be issued in the form of one or more book-entry Class B Preferred Certificates (the “ Book-Entry Class B Preferred Certificates ”) in fully registered form in the name of DTC or its nominee and beneficial interests of the Holders of the Trust Preferred Securities in the Class B Preferred Securities shall be shown on and transfers thereof shall be effected through records maintained by DTC. In the event that the provisions of this Section 16.08 take effect, still outstanding Definitive Class B Preferred Securities shall be of no further force and effect. In connection with the involuntary or voluntary liquidation, dissolution, winding-up or termination of the Trust, DTC or its nominee shall automatically be admitted as the Class B Preferred Securityholder. Receipt of the

Book-Entry Class B Preferred Certificates shall be deemed to constitute a request by DTC or its nominee that the Register of the Company reflect its admission as a Class B Preferred Securityholder. Unless and until new definitive, fully registered Class B Preferred Certificates have been issued to the Class B Preferred Securityholders pursuant to Section 16.08(c):

(i) The provisions of this Section 16.08(a) shall be in full force and effect;

(ii) The Company, the Board of Directors, the Manager Trustee, and the Registrar and Transfer Agent shall be entitled to deal with DTC or its nominee for all purposes of this Agreement (including for purposes of the payment of Capital Payments, the Redemption Price and liquidation distributions and the receipt of approvals, votes or consents hereunder) as the Class B Preferred Securityholder and the sole Holder of the Class B Preferred Certificates and shall have no obligation to any other Class B Preferred Securityholders;

(iii) None of the Company, the Trust, the Board of Directors, the Manager Trustee, or any agents of any of the foregoing shall have any liability or responsibility for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Class B Preferred Certificate for such beneficial ownership interests or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; and

(iv) Except as provided in Section 16.08(c) below, the Class B Preferred Securityholders shall not be entitled to receive physical delivery of the Class B Preferred Securities in definitive form and shall not be considered Holders thereof for any purpose under this Agreement, and no Book-Entry Class B Preferred Certificate representing Class B Preferred Securities shall be exchangeable, except for another Book-Entry Class B Preferred Certificate of like denomination and tenor to be registered in the name of DTC or its nominee. Accordingly, each Class B Preferred Securityholder must rely on the procedures of DTC, or if such person is not a participant in DTC on the procedures of such a participant through which such person owns its interest, to exercise any rights of a Class B Preferred Securityholder under this Agreement.

(b) Notices to DTC or its Nominee. Whenever a notice or other communication to the Class B Preferred Securityholders is required under this Agreement, unless and until Definitive Class B Preferred Securities shall have been issued to the Class B Preferred Securityholder pursuant to Section 16.08(c), the Company, the Board of Directors, and the Manager Trustee shall give all such notices and communications specified herein to be given to the Class B Preferred Securityholders to DTC or its nominee, and shall have no obligations to any other Class B Preferred Securityholders.

(c) Definitive Class B Preferred Certificates. In the event that (i) the Class B Preferred Securities are distributed to the Holders of Trust Preferred Securities in book-entry form in connection with the involuntary or voluntary liquidation, dissolution, winding-up or termination of the Trust and (ii) DTC or its nominee notifies the Company that it is unwilling or unable to continue its services as a securities depositary with respect to the Class B Preferred Securities and no successor depositary shall have been appointed within 90 days of such notification,

then Definitive Class B Preferred Securities shall be prepared by the Company and exchangeable for the Book-Entry Class B Preferred Certificates only. Upon surrender of the Book-Entry Class B Preferred Certificates in whole by the Holder thereof, accompanied by registration instructions, the Board of Directors or authorized Officer shall cause Class B Preferred Certificates to be delivered to those Class B Preferred Securityholders who were owners of beneficial interests in the Book-Entry Class B Preferred Certificate in accordance with the instructions of DTC. None of the Board of Directors, authorized Officers or the Company shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Any Person receiving a Definitive Class B Preferred Certificate in accordance with this Section 16.08 shall be admitted to the Company as a Class B Preferred Securityholder upon receipt of such Definitive Class B Preferred Certificate and shall be registered in the Register of the Company as a Class B Preferred Securityholder. DTC or its nominee, as the case may be, shall cease to be a Class B Preferred Securityholder under this Section 16.08(c) at the time of such surrender and delivery. The Definitive Class B Preferred Certificates shall be printed, lithographed or engraved or may be produced in any other manner as may be required by a securities exchange, if any, on which Class B Preferred Securities may be listed and as is reasonably acceptable to any Officer of the Company, as evidenced by his or her execution thereof.

ARTICLE 17
MERGERS, CONSOLIDATIONS AND SALES; SUBSTITUTE OF OBLIGATIONS

Section 17.01. The Company . Subject to Section 19.01, the Company may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any corporation or other body, except as described below. The Company may, with the consent of at least 66 2/3% of the Class B Preferred Securityholders, consolidate, amalgamate, merge with or into, or be replaced by a limited partnership, limited liability company or trust organized as such under the laws of any state of the United States of America, provided that:

(a) such successor entity either (i) expressly assumes all of the obligations of the Company under the Class B Preferred Securities or (ii) substitutes for the Class B Preferred Securities other securities having substantially the same terms as the Class B Preferred Securities (the “ Successor Company Securities ”) so long as the Successor Company Securities are not junior to any equity securities of the successor entity, with respect to participation in the profits, distributions and assets of the successor entity, except that they may rank junior to the Class A Preferred Security or any successor Class A Preferred Security to the same extent that the Class B Preferred Securities rank junior to the Class A Preferred Security,

(b) the Bank expressly acknowledges such successor entity as the Holder of the Obligations and holds, directly or indirectly, all of the voting securities (within the meaning of Rule 3a-5 under the 1940 Act) of such successor entity,

(c) such consolidation, merger, amalgamation or replacement does not cause the Trust Preferred Securities (or, in the event that the Trust is liquidated, the Class B Preferred Securities (including any Successor Company Securities)) to be downgraded by any nationally recognized rating organization,

(d) such consolidation, merger, amalgamation or replacement does not adversely affect the powers, preferences and other special rights or the tax treatment of the Holders of the Trust Preferred Securities or Class B Preferred Securities (including any Successor Company Securities) in any material respect,

(e) such successor entity has a purpose substantially identical to that of the Company,

(f) prior to such consolidation, merger, amalgamation or replacement, the Company has received an opinion of a nationally recognized law firm experienced in such matters to the effect that

(i) such successor entity will be treated as a partnership, and will not be classified as an association or a publicly traded partnership taxable as a corporation, for United States federal income tax purposes,

(ii) such consolidation, merger, amalgamation or replacement would not cause the Trust to be classified as other than a grantor trust for United States federal income tax purposes,

(iii) following such consolidation, merger, amalgamation or replacement, such successor entity will not be required to register under the 1940 Act and

(iv) such consolidation, merger, amalgamation or replacement will not adversely affect the limited liability of the Class B Preferred Securityholders,

(g) such consolidation, merger, amalgamation or replacement does not otherwise result in a Company Special Redemption Event, and

(h) the Guarantor guarantees the obligations of such successor entity under the Successor Company Securities at least to the extent provided by the Class B Preferred Guarantee..

Section 17.02. Substitute Obligations . Upon the redemption of an Obligation (at its maturity, if any, or otherwise) under circumstances that do not involve the redemption of the Class B Preferred Securities, the Bank will deliver and the Company will accept, in replacement thereof, Substitute Obligations, provided , in each case, that (i) 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 the Trust Preferred Securities or cause the holders thereof to recognize gain or loss for U.S. federal income tax purposes and (ii) such substitution or replacement does not result in a Company Special Redemption Event or a Trust Special Redemption Event, and provided, further in each case that the Bank has obtained any required regulatory approvals.

ARTICLE 18
DISSOLUTION, LIQUIDATION AND TERMINATION

Section 18.01. No Dissolution . The Company shall not be dissolved by the admission of Securityholders. The death, insanity, retirement, resignation, expulsion, or

dissolution of a Securityholder, or the occurrence of any other event which terminates the continued membership of a Securityholder in the Company, shall not in and of itself cause the Company to be dissolved and its affairs wound up. Upon the occurrence of any such event, the business of the Company shall be continued without dissolution. The Bankruptcy of a Securityholder shall not cause a Securityholder to cease to be a member of the Company, and upon the occurrence of any such event the existence of the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each Securityholder waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of a Securityholder, or the occurrence of an event that causes a Securityholder to cease to be a member of the Company.

Section 18.02. Events Causing Dissolution . The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events:

(a) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any applicable federal or state bankruptcy or similar law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due and its willingness to be adjudged a bankrupt, or action shall be taken by the Company in furtherance of any of the aforesaid purposes;

(b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act;

(c) the entry of an order by a court initiating insolvency, bankruptcy or liquidation proceedings in respect of the Bank under German law, or the adoption of a shareholder’s resolution providing for the liquidation of the Bank under German law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement;

(d) the redemption, repurchase or exchange of all outstanding Preferred Securities;

(e) the written consent of all Securityholders; or

(f) the termination of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act.

Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Securityholder of the Company.

Notwithstanding the foregoing, the Company shall not be dissolved until all claims under the Guarantees have been paid in full pursuant to their respective terms, to the fullest extent permitted by law.

Section 18.03. Notice of Dissolution . Upon the dissolution of the Company, the Board of Directors shall promptly notify the Securityholders of such dissolution.

Section 18.04. Liquidation . Upon dissolution of the Company, the Board of Directors or, in the event that the dissolution is caused by an event described in Section 18.02(b) or (c) of this Agreement and there are no Directors, a Person or Persons who may be approved by the Class B Preferred Securityholders holding not less than 66 2/3% of the Class B Preferred Securities, as liquidating trustees, shall immediately commence to wind up the Company’s affairs provided , however , that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to minimize the losses attendant upon a liquidation. The proceeds of liquidation shall be distributed, as realized, in the manner provided in Section 18-804 of the LLC Act.

Section 18.05. Termination . The Company shall terminate when all of the assets of the Company have been distributed in the manner provided for in this Article 18, and the LLC Certificate shall have been canceled in the manner required by the LLC Act.

ARTICLE 19
MISCELLANEOUS

Section 19.01. Amendments . This Agreement may be amended by a written instrument executed by an Officer designated by the Board of Directors without the consent of any Preferred Securityholder; provided , however , that (a) no amendment shall be made, and any such purported amendment shall be void and ineffective, to the extent either that such amendment (w) would result in the Company being deemed to be required to register under the 1940 Act, (x) would result in causing the Company to be treated as anything other than a partnership for purposes of United States federal income taxation, (y) has not received any prior requisite approval of Class B Preferred Securityholders as may be

expressly provided in this Agreement or the By-laws or (z) would result in a Company Special Redemption Event, (b) so long as any Class B Preferred Securities are outstanding, the Company shall not, without the affirmative vote of at least 66 2/3% of the Class B Preferred Securities voting as a single class (entitled to vote thereon as determined in accordance with Section 11.01) (x) amend, alter, repeal or change any provision of this Agreement (including the terms of the Class B Preferred Securities) if such amendment, alteration, repeal or change would materially adversely affect the rights, preferences, powers or privileges of the Class B Preferred Securities, (y) agree to modify or amend any provision of, or waive any default in the payment of any amount under, the Obligations in any manner that would materially affect the interests of the Class B Preferred Securityholders or (z) effect any merger, consolidation or business combination involving the Company or sale of all or substantially all of the assets of the Company provided , that in any event any such merger, consolidation, business combination or sale of assets must also comply with Section 17.01 and (c) so long as any Class B Preferred Securities are outstanding, the Company shall not, without the affirmative vote of each Class B Preferred Securityholder affected thereby, amend, alter, repeal or change the right of such Class B Preferred Securityholder to receive the Capital Payments or the applicable Redemption Price, in each case that have become due and payable.

Section 19.02. Amendment of LLC Certificate . In the event this Agreement shall be amended pursuant to Section 19.01, the Board of Directors shall cause the LLC Certificate to be amended to reflect such change if it deems such amendment of the LLC Certificate to be necessary or appropriate.

Section 19.03. Successors . This Agreement shall be binding as to the executors, administrators, estates, heirs and legal successors, or nominees or representatives, of the Securityholders.

Section 19.04. Law; Severability . THIS AGREEMENT AND THE RIGHTS OF PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. In particular, this Agreement shall be construed to the maximum extent possible to comply with all of the terms and conditions of the LLC Act. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provisions or wording of this Agreement shall be invalid or unenforceable under the LLC Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of applicable law, and, in the event such term or provisions cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions. If it shall be determined by a court of competent jurisdiction that any provision relating to the distributions and allocations of the Company or to any fee payable by the Company is invalid or unenforceable, this Agreement shall be construed or interpreted so as (a) to make it enforceable or valid and (b) to make the distributions and allocations as closely equivalent to those set forth in this Agreement as is permissible under applicable law.

Section 19.05. Filings . Following the execution and delivery of this Agreement, the Board of Directors shall cause to be promptly prepared any documents required to be filed and recorded under the LLC Act, and the Board of Directors shall cause to be promptly filed and recorded each such document in accordance with the LLC Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published

in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Board of Directors shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

Section 19.06. Power of Attorney . Each Preferred Securityholder does hereby constitute and appoint each Person specifically authorized by the Board of Directors to act as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, deliver and file (a) any amendment of the LLC Certificate required because of an amendment to this Agreement or in order to effectuate any change in the ownership of the Securities of the Company, (b) any amendments to this Agreement made in accordance with the terms hereof and (c) all such other instruments, documents and certificates which may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction, or any political subdivision or agency thereof, to effectuate, implement and continue the valid and subsisting existence of the Company or to dissolve the Company or for any other purpose consistent with this Agreement and the transactions contemplated hereby.

The Power of Attorney granted hereby is coupled with an interest and shall (a) survive and not be affected by the subsequent death, incapacity, disability, dissolution, termination or Bankruptcy of the Preferred Securityholder granting the same or the transfer of all or any portion of such Preferred Securityholder’s Preferred Securities and (b) extend to such Preferred Securityholder’s successors, assigns and legal representatives.

Section 19.07. Exculpation .

(a) No Director or Officer shall have personal liability to the Company or the Securityholders for monetary damages for breach of, in the case of a Director, such Director’s fiduciary duty (if any) or, in the case of a Director or an Officer, for any act or omission performed or omitted by such Director or Officer in good faith on behalf of the Company, except for such Director’s or Officer’s gross negligence or willful misconduct.

(b) Each Director and Officer shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters such Director or Officer reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Securityholders might properly be paid.

Section 19.08. Indemnification . To the fullest extent permitted by applicable law, each Director and Officer shall be entitled to indemnification from the Bank for any loss, damage, claim or expense (including reasonable attorney’s fees) incurred by such Director or Officer by reason of any act or omission performed or omitted by such Director or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Director or Officer by this

Agreement, except with respect to any act or omission determined by a court of competent jurisdiction to have constituted gross negligence or willful misconduct of such Director or Officer.

Section 19.09. Notices . All notices provided for in this Agreement shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows:

(i) If given to the Company, at the Company’s mailing address set forth below:

Deutsche Bank Capital Funding LLC XII
60 Wall Street
New York, New York 10005

Telecopy No.: (732) 460-7125
Attention: Treasury (mail stop NYC 60-4011)

(ii) If given to the Bank or the Guarantor, at the mailing address set forth below:

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany

Telecopy No.: (+49) 69 910-35092
Attention: Group Treasury

with a copy to:

Deutsche Bank Capital Funding LLC XII
60 Wall Street
New York, New York 10005

(iii) If given to the Trust, at the Trust’s mailing address set forth below:

Deutsche Bank Capital Funding Trust XII
60 Wall Street
New York, New York 10005

Telecopy No.: (732) 460-7125
Attention: Treasury (mail stop NYC 60-4011)

with a copy to:

Deutsche Bank Capital Funding Trust XII
c/o Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington,
Delaware 19805

(iv) If given to the Paying Agent, Registrar or Transfer Agent at the mailing address set forth below:

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005

Telecopy No.: 732-578-4635
Attention: Trust & Securities Services

(v) If given to the Manager Trustee, at the mailing address set forth below:

The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York 10286

Telecopy No.: (212) 815-5802
Attention: Corporate Trust Administration

(vi) If given to any Securityholder, at the address set forth in the Register.

Each such notice, request or other communication shall be effective (a) if given by telecopier, when transmitted to the number specified in such Register and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (c) if given by any other means, when delivered at the address specified in the Register.

Section 19.10. Additional Documents . Each Preferred Securityholder, upon the request of the Board of Directors, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

Section 19.11. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above stated.


	DEUTSCHE BANK AKTIENGESELLSCHAFT, as initial Common Securityholder and as initial Class A Preferred Securityholder
	By:
		Name:
		Title:


	By:
		Name:
		Title:


DEUTSCHE BANK CAPITAL FUNDING TRUST XII, as initial Class B Preferred Securityholder
By:
	Name:
	Title:	Regular Trustee


By:
	Name:
	Title:	Regular Trustee


	THE BANK OF NEW YORK MELLON, as Manager Trustee
	By:
		Name:
		Title:

Annex A
to the Amended and
Restated Limited Liability
Company Agreement

BY-LAWS
OF
Deutsche Bank Capital Funding LLC XII

These By-laws have been established as the By-laws of Deutsche Bank Capital Funding LLC XII, a Delaware limited liability company (the “ Company ”) pursuant to the Amended and Restated Limited Liability Company Agreement, dated as of [ ] (as from time to time amended, modified, restated or supplemented, the “ Agreement ”), pursuant to which the Company’s existence has been continued, and, together with the Agreement and the other annexes thereto, are deemed to be the limited liability company agreement of the Company for purposes of the LLC Act. In the event of any inconsistency between the Agreement and these By-laws, the provisions of the Agreement shall control.

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

ARTICLE 1
SECURITYHOLDERS

Section 1.01. Annual Meetings . An annual meeting of the Common Securityholders shall be held at such date, time and place either within or without the State of Delaware if and as may be decided and designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.02. Special Meetings . Special meetings of Securityholders may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. A special meeting of Securityholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided in the Agreement, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting.

Section 1.03. Notice of Meetings . Whenever Securityholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each Securityholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Securityholder at such Securityholder’s address as it appears on the records of the Company.

Section 1.04. Adjournments . Any meeting of Securityholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Securityholder of record entitled to vote at the meeting.

Section 1.05. Quorum. At each meeting of Securityholders, except where otherwise provided by law or the Agreement or these By-laws, the Holders of at least 50% of the Securities entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. In the absence of a quorum of the Holders of Securities entitled to vote on a matter, the Holders of a majority of the Securities present or represented may adjourn such meeting from time to time in the manner provided by Section 1.04 of these By-laws until a quorum shall be so present or represented. Securities other than the Common Security belonging on the record date for the meeting to the Bank or an Affiliate of the Bank shall neither be entitled to vote nor be counted for quorum purposes.

Section 1.06. Organization . Meetings of Securityholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or in the absence of such designation, by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.07. Voting: Proxies . Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue price, of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the Holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote is required, the affirmative vote of the Holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.

Section 1.08. Fixing Date for Determination of Securityholders of Record . In order that the Company may determine the Securityholders entitled to notice of or to vote at any meeting of Securityholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining Securityholders entitled to notice of or to vote at a meeting of Securityholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Securityholders of record entitled to notice of or to vote at a meeting of Securityholders shall apply to any adjournment of the meeting; provided , however , that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Company may determine the Securityholders entitled to consent to action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining Securityholders entitled to consent to action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to (a) its registered office in the State of Delaware, (b) its principal place of business, or (c) an Officer or agent of the Company having custody of the book in which proceedings of meetings of Securityholders are recorded. Delivery made to the Company’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining Securityholders entitled to consent to action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Company may determine the Securityholders entitled to receive payment of any distribution or allotment of any rights or the Securityholders entitled to exercise any rights in respect of any exchange of Securities, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining Securityholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 1.09. List of Securityholders Entitled to Vote . The Secretary shall prepare and make, at least ten days before every meeting of Securityholders, a complete list of the Securityholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Securityholder and the amount of Securities registered in the name of each Securityholder. Such list shall be open to the examination of any Securityholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and

kept at the time and place of the meeting during the whole time thereof and may be inspected by any Securityholder who is present.

Section 1.10. Consent of Securityholders in Lieu of Meeting . Unless otherwise provided in the Agreement or by law, any action required by law to be taken at any annual or special meeting of Securityholders of the Company, or any action which may be taken at any annual or special meeting of such Securityholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Holders of outstanding Securities having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Securities entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to (a) its registered office in the state of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an Officer or agent of the Company having custody of the book in which proceedings of meetings of Securityholders are recorded. Every written consent shall bear the date of signature of each Securityholder who signs the consent and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by these By-laws to the Company, written consents signed by Holders representing a sufficient amount of Securities to take action are delivered to the Company by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an Officer or agent of the Company having custody of the book in which proceedings of meetings of Securityholders are recorded. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to those Securityholders who have not consented in writing.

ARTICLE 2
BOARD OF DIRECTORS

Section 2.01. Number; Powers; By-laws . The business and affairs of the Company shall be managed by or under the direction of a Board of Directors composed initially of four Directors and thereafter of not less than four nor more than seven Directors. The Board shall manage the business and affairs of the Company and may exercise all powers in connection therewith, and except for such powers as are required to be exercised by Securityholders, all in accordance with the Agreement, these By-laws and applicable law. Except to the extent that the Board of Directors or the Securityholders confer such authority on a Director, no Director shall have the authority to bind the Company.

Section 2.02. Voting Power . Each Director shall, in the consideration of any matter by the Board of Directors, have a single vote at the time such vote is taken or made (whether at a meeting or by written consent). Except where a greater percentage approval may be provided for herein or in the Agreement or by law, an action shall be deemed approved by the Board of Directors only if it has been approved by a majority of the Directors.

Section 2.03. Quorum . At all meetings of the Board of Directors, the presence of at least a majority of Directors shall constitute a quorum for the transaction of business. In case at any meeting of the Board of Directors a quorum shall not be present, any Director present may adjourn the meeting from time to time until a quorum shall be present.

Section 2.04. Designation; Removal; Replacement . The term of office of a Director shall be until the earliest of the following events: (i) his or her successor is designated or (ii) he or she resigns or is removed. Any Director (other than any Independent Director) may be removed, with or without cause, by majority vote of the Common Securityholders. In the event of the resignation, removal or death of a Director, such Director shall be replaced by another person designated by majority vote of the Common Securityholders. Any Director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Company. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.

Section 2.05. Regular Meetings . Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notice thereof need not be given.

Section 2.06. Special Meetings . Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.07. Participation in Meetings by Conference Telephone Permitted . Unless otherwise restricted by the Agreement or these By-laws, the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to these By-laws shall constitute presence in person at such meeting.

Section 2.08. Organization . Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in the absence of the Chairman of the Board by the President, or in their absence, by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.09. Action by Directors Without a Meeting . Unless otherwise restricted by the Agreement or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE 3
COMMITTEES

Section 3.01. Committees . The Board of Directors may, by resolution of the Board of Directors adopted by majority vote, designate one or more committees, each committee to consist of one or more of the Directors of the Company. Any such committee, to the extent provided in the resolution of the Board of Directors or in these By-laws, shall have and may exercise all the powers and authority of the Board of Directors in the

management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the LLC Certificate, adopting an agreement of merger, consolidation or conversion, recommending to the Securityholders the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the Securityholders a dissolution of the Company amending these By-laws; and, unless the resolution, these By-laws or the Agreement expressly so provides, no such committee shall have the power or authority to authorize the issuance of Securities, to adopt a certificate of ownership and merger, consolidation or conversion or to remove or indemnify Officers or Directors.

Section 3.02. Committee Rules . Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these By-laws.

ARTICLE 4
OFFICERS

Section 4.01. Officers; Election . As soon as practicable after the annual meeting of Common Securityholders in each year, the Board of Directors shall elect a President and a Secretary, and may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other Officers as the Board of Directors may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the Agreement or these By-laws otherwise provide.

Section 4.02. Term of Office; Resignation; Removal; Vacancies . Unless otherwise provided in the resolution of the Board of Directors electing any Officer, each Officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any Officer may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Company. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any Officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such Officer, if any, with the Company, but the election of an Officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled by the Board of Directors at any regular or special meeting.

Section 4.03. Powers and Duties . The Officers of the Company shall have such powers and duties in the management of the Company as shall be stated in these By-laws or in a resolution of the Board of Directors which is not inconsistent with these By-laws and, to the extent not so stated, as generally pertain to comparable offices in a corporation organized under the General Corporation Law of the State of Delaware, subject to the control

of the Board of Directors. The Secretary shall have the duty to record the proceedings of the meetings of the Securityholders, the Board of Directors and any committees in a book to be kept for that purpose. The Board of Directors may require any Officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE 5
SECURITIES

Section 5.01. Certificates for Securities . The Preferred Securities in the Company shall be registered in the form of Definitive Class B Preferred Securities except that Class B Preferred Securities distributed to Holders of Global Trust Preferred Securities (as defined in the Trust Agreement) in connection with the liquidation, dissolution, winding up or termination of the Trust, may be in form of Book-Entry Class B Securities pursuant to Article 16 of the LLC Agreement. If such certificate is manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any Officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such Officer before such certificate is issued, such certificate may be issued by the Company with the same effect as if such person were such Officer at the date of issue.

Section 5.02. Lost, Stolen or Destroyed Certificates: Issuance of New Certificates . The Company may issue a new certificate representing Class B Preferred Securities in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated Preferred Securities.

ARTICLE 6
MISCELLANEOUS

Section 6.01. Seal . The Company may have a company seal which shall have the name of the Company inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The company seal, if any, may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6.02. Waiver of Notice of Meetings of Securityholders, Directors and Committees . Whenever notice is required to be given by law or under any provision of the Agreement or these By-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Securityholders, Directors or a committee of Directors need be specified in any written waiver of notice unless so required by the Agreement or these By-laws.

Section 6.03. Indemnification of Directors, Officers and Employees . The Bank, as the Holder of the Common Security, shall indemnify to the full extent permitted

under the LLC Act any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a Director, Officer or employee of the Company or serves or served at the request of the Company any other enterprise as a director, officer or employee except for such Director’s or Officer’s gross negligence or willful misconduct. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Bank promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Bank. The rights provided to any person by these By-laws shall be enforceable against the Bank by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, Officer or employee as provided above. No amendment of these By-laws shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of these By-laws, the term “Company” shall include any predecessor of the Company and any constituent company (including any constituent of a constituent) absorbed by the Company in a consolidation or merger; the term “other enterprise” shall include any limited liability company, corporation, partnership, joint venture, trust or employee benefit plan. The rights conferred on any Person by this Section 6.03 shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statue, provision of these By-laws, the Agreement, any other agreement, vote of Securityholders or disinterested Directors or otherwise. The Bank’s obligation, if any, to indemnify any Person who was or is serving at its request as a director, officer, employee or agent of any other enterprise shall be reduced by any amount such Person may collect as indemnification from such other enterprise. Any repeal or modification of the foregoing provisions of this Section 6.03 shall not adversely affect any right of protection hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.04. Interested Directors; Quorum . No contract or transaction between the Company and one or more of its Directors or Officers, or between the Company and any other limited liability company, corporation, partnership, association or other organization in which one or more of its Directors or Officers are Directors or officers, or have a financial interest (except for the Bank), shall be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors would be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholders; or (3) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the Securityholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction.

Section 6.05. Form of Records . Any records maintained by the Company in the regular course of its business, including its Securities ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape or disk, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Company shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.06. Amendment of By-laws . These By-laws may be amended or repealed, and new By-laws adopted, by the Board of Directors in accordance with the Agreement.

Annex B
to the Amended and
Restated Limited Liability
Company Agreement

List of Initial Directors

John Cipriani
Richard W. Ferguson
Helmut Mannhardt
Joseph J. Rice

List of Initial Officers

Richard W. Ferguson, President
John Cipriani, Vice President and Treasurer
Anjali Thadani, Vice President
Helmut Mannhardt, Vice President
Joseph J. Rice, Vice President
Sonja K. Olsen, Secretary
Sandra L. West, Assistant Secretary

Annex C
to the Amended and
Restated Limited Liability
Company Agreement

[FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY]

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE.

THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT.



Certificate Number R-___		Aggregate Liquidation Preference Amount U.S.$ [ ]

[ ]

CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CAPITAL FUNDING LLC XII

Noncumulative Class A Preferred Security
(Liquidation Preference Amount U.S.$[ ]per Class A Preferred Security)

Deutsche Bank Capital Funding LLC XII, a limited liability company formed under the laws of the State of Delaware (the “ Company ”), hereby certifies that Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner (the “ Securityholder ”) of U.S.$[ ] aggregate liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Noncumulative Class A Preferred Security, liquidation preference amount U.S.$[ ] per Class A Preferred Security (the “ Class A Preferred Security ”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder, in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and is transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of [ ], as the same may be amended from time to time in accordance with its terms (the “ LLC Agreement ”). The powers, preferences and special rights and limitations of the Class A Preferred Security are set forth in, and this certificate and the Class A Preferred Security represented hereby are issued and shall in all respects be subject to the terms and provisions

of, the LLC Agreement, authorizing the issuance of the Class A Preferred Security and determining the powers, preferences and other special rights and limitations, regarding capital payments, voting rights, return of capital and otherwise, and other matters relating to the Class A Preferred Security. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Company shall furnish a copy of the LLC Agreement to the Securityholder without charge upon written request to the Company at its principal place of business.

The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class A Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by a duly authorized officer as of the day and year first written above.


	DEUTSCHE BANK CAPITAL FUNDING LLC XII
	By:
	Name:
	Title:



	By:
	Name:
	Title:

Class A Preferred Certificate

Annex D
to the Amended and
Restated Limited Liability
Company Agreement

[FORM OF CERTIFICATE EVIDENCING CLASS B PREFERRED SECURITIES]

[IF THE CLASS B PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT: This Class B Preferred Security is a global certificate registered in the name of The Depository Trust Company, a New York corporation (the “ Depositary ”) (55 Water Street, New York, New York), or a nominee of the Depositary. This Class B Preferred Security is exchangeable for Class B Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the LLC Agreement and no transfer of this Class B Preferred Security (other than a transfer of this Class B Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances.

Unless this Class B Preferred Security is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any Class B Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary, 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.]

THE HOLDER HEREOF, BY ACQUIRING AND HOLDING THIS CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT ON EACH DAY THAT IT HOLDS THE CLASS B PREFERRED SECURITIES EITHER (A) IT IS NOT ITSELF, AND IS NOT ACQUIRING ANY CLASS B PREFERRED SECURITIES WITH “PLAN ASSETS” OF, AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR ANY PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), A GOVERNMENTAL PLAN WHICH IS SUBJECT TO ANY NON-U.S., FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH PLAN’S INVESTMENT IN THE ENTITY OR (B) THE PURCHASE, HOLDING AND REDEMPTION OF ANY CLASS B PREFERRED SECURITIES DOES NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY PROVISION OF SIMILAR LAW.


Certificate Number R-___		Aggregate Liquidation Preference Amount U.S.$ [ ]

[ ]

CERTIFICATE FOR CLASS B PREFERRED SECURITIES OF
DEUTSCHE BANK CAPITAL FUNDING LLC XII

Noncumulative Class B Preferred Securities
(Liquidation Preference Amount U.S.$ [ ]
per Class B Preferred Security)

Deutsche Bank Capital Funding LLC XII , a limited liability company formed under the laws of the State of Delaware (the “ Company ”), hereby certifies that The Bank of New York Mellon (the “ Securityholder ”), as Property Trustee of Deutsche Bank Capital Funding Trust XII, for the benefit of the Holders or beneficial owners of the Trust Preferred Securities and the Holders of the Trust Common Security, is the registered owner of U.S.$ [ ] aggregate liquidation preference amount of the Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Noncumulative Class B Preferred Securities, Liquidation Preference Amount U.S.$[ ] per Class B Preferred Security (the “ Class B Preferred Securities ”). The Class B Preferred Securities are fully paid and are nonassessable preferred limited liability company interests in the Company, as to which the Securityholder, in its capacity as such, has no liability in excess of its obligations to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and are transferable on the books and records of the Company, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer and otherwise in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the Company dated as of [ ], as the same may be amended from time to time in accordance with its terms (the “ LLC Agreement ”). The powers, preferences and special rights and limitations of the Class B Preferred Securities are set forth in, and this certificate and the Class B Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of the LLC Agreement, authorizing the issuance of the Class B Preferred Securities and determining the powers, preferences and other special rights and limitations, regarding Capital Payments, voting rights, return of capital and otherwise, and other matters relating to the Class B Preferred Securities. Capitalized terms used herein but not defined herein shall have the meaning given them in the LLC Agreement. The Securityholder is entitled to the benefits of the Class B Preferred Securities Subordinated Guarantee Agreement dated as of [ ], between Deutsche Bank Aktiengesellschaft, Frankfurt am Main, (the “ Guarantor ”) and The Bank of New York Mellon, as Class B Preferred Guarantee Trustee (the “ Class B Preferred Guarantee ”), to the extent provided therein. The Company shall furnish a copy of the LLC Agreement and the Class B Preferred Guarantee to the Securityholder without charge upon written request to the Company at its principal place of business.

By accepting this certificate, the Securityholder hereby acknowledges and agrees to the subordination provisions in, and other terms of, the Class B Preferred Guarantee.

The Securityholder, by accepting this certificate, is deemed to have agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this certificate, the Securityholder is admitted to the Company as a Class B Preferred Securityholder, is bound by the LLC Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by a duly authorized officer as of the day and year first written above.


	DEUTSCHE BANK CAPITAL FUNDING LLC XII
	By:
		Name:
		Title:



	By:
		Name:
		Title:

(see reverse for additional terms)

Class B Preferred Certificate

[FORM OF REVERSE OF SECURITY]

Capital Payments on the Class B Preferred Securities shall be payable quarterly in arrears on [ ], [ ], [ ], and [ ] of each year, commencing on [ ], if, as and when declared (or deemed declared) by the Board of Directors and otherwise authorized to be paid pursuant to the LLC Agreement. Capital Payments on the Class B Preferred Securities payable on each Class B Payment Date shall be calculated as provided below and shall accrue from and including the immediately preceding Class B Payment Date (or the Closing Date with respect to the Capital Payment payable [ ]) to but excluding the relevant Class B Payment Date.

For each Class B Payment Period, Capital Payments shall accrue on the Liquidation Preference Amount of each Class B Preferred Security at a fixed rate of [ ]% per annum, calculated on the basis of a 360-day year of twelve 30-day months.

If any Class B Payment Date or Class B 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 of such delay in payment.

If the Trust or the Property Trustee is the Holder of the Class B Preferred Securities, all distributions of cash shall be made by wire transfer of same day funds to such Holder by 9:00 a.m., New York City time, on the applicable Class B Payment Date. If the Trust Preferred Securities (or, if the Trust is liquidated, the Class B Preferred Securities) are in book-entry only form, Capital Payments will be payable to the Holders of record of Class B Preferred Securities as they appear on the Register of the Company on the relevant record dates, which will be at the end of the Business Day immediately preceding the date on which the relevant Capital Payment will be paid. If the Trust Preferred Securities (or, if the Trust is liquidated, the Class B Preferred Securities) are not in book-entry only form, the relevant record dates shall be the end of the 15 ^th Business Day prior to the relevant Class B Payment Date.

The Company will also have a right, upon the occurrence of a Company Special Redemption Event to redeem the Class B Preferred Securities at any time, in whole but not in part, and upon at least 30 calendar days’ prior notice, subject to the Company having obtained any required regulatory approvals. Any such redemption shall be at the Redemption Price.

On or after the Initial Redemption Date, the Class B Preferred Securities shall be redeemable at the option of the Company, in whole but not in part, on any Class B Payment Date, at the Redemption Price.

No redemption of the Class B Preferred Securities shall take place for any reason unless on the Class B Redemption Date (i) the Company has an amount of cash funds (by reason of payments on the Obligations or the Class B Preferred Guarantee) at least equal to the Redemption Price, plus Additional Amounts, if any, (ii) the Company has an amount of Operating Profits for the current Class B Payment Period at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus Additional Amounts, if any, (iii) the Bank has an amount of Distributable Profits (for the

preceding fiscal year of the Bank for which audited unconsolidated financial statements are available) at least equal to the Capital Payments on the Class B Preferred Securities accrued and unpaid as of the Class B Redemption Date, plus the aggregate amount of Capital Payments on the Class B Preferred Securities theretofore paid, plus Additional Amounts, if any, and capital payments or dividends payable on any Preferred Tier 1 Securities, pro rata, on the basis of Distributable Profits for such preceding fiscal year, and (iv) no order of the BaFin (or any other relevant regulatory authority) is in effect prohibiting the Bank from making any distribution of profits (including to the holders of Preferred Tier 1 Securities, if any).

In the event that payment of any redemption price, in respect of any Class B Preferred Securities, is improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities shall continue to accrue from the Class B Redemption Date to the date of actual payment of such redemption price.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Class B Preferred Security Certificate to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Class B Preferred Security Certificate on the books of the Company. The agent may substitute another to act for him or her.

Date: ________________________

Signature: ____________________

(Sign exactly as your name appears on the other side of this
Class B Preferred Security Certificate)

Exhibit 4.6

FORM OF TRUST PREFERRED SECURITIES
SUBORDINATED GUARANTEE AGREEMENT

DEUTSCHE BANK CAPITAL FUNDING TRUST XII
TRUST PREFERRED SECURITIES
SUBORDINATED GUARANTEE AGREEMENT

DEUTSCHE BANK AKTIENGESELLSCHAFT

AS THE GUARANTOR

DATED AS OF [ ]

TABLE OF CONTENTS


		Page
ARTICLE 1	DEFINITIONS AND INTERPRETATIONS		1
Section 1.01.	Definitions and Interpretation		1

ARTICLE 2	TRUST INDENTURE ACT		5
Section 2.01.	Trust Indenture Act; Application		5
Section 2.02.	Lists of Holders of Securities		5
Section 2.03.	Reports by the Trust Preferred Guarantee Trustee		6
Section 2.04.	Periodic Reports to Trust Preferred Guarantee Trustee		6
Section 2.05.	Evidence of Compliance with Conditions Precedent		6
Section 2.06.	Events of Default; Waiver		6
Section 2.07.	Event of Default; Notice		7
Section 2.08.	Rights of Holders		7
Section 2.09.	Conflicting Interests		7
Section 2.10.	Powers, Duties and Rights of Trust Preferred Guarantee Trustee		8
Section 2.11.	Certain Rights of Trust Preferred Guarantee Trustee		9
Section 2.12.	Not Responsible for Recitals or Issuance of Guarantee		11

ARTICLE 3	GUARANTEE TRUSTEE		12
Section 3.01.	Trust Preferred Guarantee Trustee; Eligibility		12
Section 3.02.	Appointment, Removal and Resignation of Trust Preferred Guarantee Trustee		12

ARTICLE 4	GUARANTEE		13
Section 4.01.	Guarantee		13
Section 4.02.	Delivery of Guarantor Certificate		14
Section 4.03.	Waiver of Notice and Demand		14
Section 4.04.	Obligations Not Affected		14
Section 4.05.	Action Against Guarantor		15
Section 4.06.	Independent Obligations		15
Section 4.07.	Taxes		15
Section 4.08.	Rights Not Separately Transferable		16
Section 4.09.	No Assurance of Class B Preferred Capital Payment Authorization		17

ARTICLE 5	LIMITATIONS OF TRANSACTIONS; RANKING		17
Section 5.01.	Limitation of Transactions		17
Section 5.02.	Ranking		17

ARTICLE 6	TERMINATION		18

TABLE OF CONTENTS
(continued)


		Page
Section 6.01.	Termination		18

ARTICLE 7	INDEMNIFICATION		18
Section 7.01.	Exculpation		18
Section 7.02.	Fees and expenses; Indemnification		19

ARTICLE 8	MISCELLANEOUS		20
Section 8.01.	Successors and Assigns		20
Section 8.02.	Amendments		20
Section 8.03.	Judgment Currency Indemnity		21
Section 8.04.	Assignment of the Guarantor		21
Section 8.05.	Notices		21
Section 8.06.	Governing Law		22
Section 8.07.	Submission to Jurisdiction		22
EXHIBIT A Form of Guarantor’s Certificate

CROSS-REFERENCE TABLE ¹


Section of Trust Indenture Act	Section of Guarantee
of 1939, as amended
310(a)		3.01	(a)
310(b)		2.09, 3.01	(c)
310(c)	Inapplicable
311(a)		2.02	(b)
311(b)		2.02	(b)
311(c)	Inapplicable
312(a)		2.02	(a)
312(b)		2.02	(b)
313		2.03
314(a)		2.04
314(b)	Inapplicable
314(c)		2.05
314(d)	Inapplicable
314(e)		2.05
314(f)	Inapplicable
315(a)		2.10(d), 2.10	(e)
315(b)		2.07
315(c)		2.10	(d)
315(d)		2.10	(e)
316(a)		2.08(a), 2.06


¹		This Cross-Reference Table does not constitute part of the Guarantee and shall not affect the interpretation of any of its terms or provisions.

iii

This TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “ Trust Preferred Guarantee ”), dated as of [ ] is executed and delivered by DEUTSCHE BANK AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany, with its principal executive office in Frankfurt am Main, Germany (together with its successors, the “ Guarantor ”), and THE BANK OF NEW YORK MELLON, in its capacity as Trust Preferred Guarantee Trustee (as defined herein), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of Deutsche Bank Capital Funding Trust XII, a Delaware statutory trust (together with its successors, the “ Trust ”).

WITNESSETH

WHEREAS, pursuant to the Trust Agreement (as defined herein) the Trust is issuing on the date hereof its Trust Preferred Securities having an aggregate liquidation preference amount of U.S.$ [ ], and may issue additional Trust Preferred Securities from time to time prior to [ ] as provided for in the Trust Agreement in each case representing undivided preferred beneficial interests in the assets of the Trust (the “ Trust Preferred Securities ”);

WHEREAS, in order to induce the Holders from time to time to purchase the Trust Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders from time to time of the Trust Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the purchase by the Holders from time to time of Trust Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Trust Preferred Guarantee for the benefit of the Holders from time to time of the Trust Preferred Securities.

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

Section 1.01. Definitions and Interpretation . In this Trust Preferred Guarantee, unless the context otherwise requires:

(a) capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement;

(b) a term defined anywhere in this Trust Preferred Guarantee has the same meaning throughout;

(c) all references to “the Trust Preferred Guarantee” or “this Trust Preferred Guarantee” are to this Trust Preferred Guarantee as modified, supplemented or amended from time to time;

(d) all references in this Trust Preferred Guarantee to Articles and Sections are to Articles and Sections of this Trust Preferred Guarantee, unless otherwise specified; and

Trust Preferred Securities — Subordinated Guarantee Agreement

(e) a reference to the singular includes the plural and vice versa.

“ 1940 Act ” means the U.S. Investment Company Act of 1940, as amended.

“ Additional Amounts ” means an amount paid as additional Capital Payments to the extent set forth in the Trust Agreement.

“ Affiliate ” means, with respect to a specified Person, any Person directly or indirectly controlling, controlled by, or under common control with the specified Person. The terms “controlling”, “controlled by” and “under common control” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract or otherwise.

“ Authorized Officer ” of a Person means any Person that is authorized to bind such Person.

“ Business Day ” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated by law, regulation or executive order to close in the City of New York.

“ Capital Payments ” means periodic distributions on the Trust Preferred Securities paid in accordance with the Trust Agreement.

“ Class B Preferred Securities ” means the noncumulative Class B preferred securities evidencing preferred limited liability company interests in the Company.

“ Company ” means Deutsche Bank Capital Funding LLC XII, a Delaware limited liability company.

“ Corporate Trust Office ” means the office of the Trust Preferred Guarantee Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 4 East, New York, New York 10286.

“ Distributable Profits ” has the meaning assigned to it in the LLC Agreement.

“ Event of Default ” means (i) a default by the Guarantor on any of its obligations under Article 4 or (ii) a default by the Guarantor in the performance of any other obligation under this Trust Preferred Guarantee, and, in the case of (ii), continuance of such default for 60 days after the Trust Preferred Guarantee Trustee has given notice thereof to the Guarantor.

“ Guarantee Payments ” has the meaning assigned to it in Section 4.01.

“ Guarantor ” has the meaning assigned to it in the preamble to this Trust Preferred Guarantee.

“ Guarantor Certificate ” has the meaning assigned to it in Section 4.02.

“ Holder ” means any holder, as registered on the books and records of the Company or the Trust, of Class B Preferred Securities or Trust Preferred Securities, as the case may be; provided however , that, in determining whether the Holders of the requisite percentage of the liquidation preference amount of Trust Preferred Securities have given any request, notice, consent or waiver hereunder, “ Holder ” shall not include the Guarantor or any Affiliate of the Guarantor (other than the Property Trustee) other than with respect to Trust Preferred Securities purchased or acquired by the Guarantor or its Affiliates in connection with transactions effected by or for the account of customers of the Guarantor or any of its Affiliates in connection with the distribution or trading of or market-making in connection with such securities and except that persons (other than Affiliates of the Guarantor) to whom the Guarantor or any of its subsidiaries have pledged Trust Preferred Securities may vote or consent with respect to such pledged securities pursuant to the terms of such pledge.

“ Indemnified Person ” means the Trust Preferred Guarantee Trustee, any Affiliate of the Trust Preferred Guarantee Trustee, or any officer, director, shareholder, member, partner, employee, representative, nominee, custodian or agent of the Trust Preferred Guarantee Trustee.

“ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of the Company dated as of [ ] as amended, modified or supplemented from time to time.

“ Majority ” means, except as provided by the Trust Indenture Act, a vote by the Holder(s) of more than 50% of the aggregate liquidation preference amount of the Trust Preferred Securities.

“ Officers’ Certificate ” means, with respect to any Person, a certificate signed by two Authorized Officers of such Person.

“ Payment Date ” has the meaning specified in the Trust Agreement.

“ Payment Period ” means the period from and including the immediately preceding Payment Date (or the date of original issuance of the Trust Preferred Securities with respect to the Capital Payments payable on the first Payment Date) to but excluding the relevant Payment Date.

“ Person ” means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization.

“ Preferred Tier 1 Guarantee ” means any guarantee issued or support undertaking entered into by the Guarantor from time to time of any preference shares issued by any subsidiary of the Guarantor (including the Trust and the Company) from time to time, if such guarantee or support undertaking ranks pari passu with the Guarantor’s obligations under this Trust Preferred Guarantee.

“ Preferred Tier 1 Securities ” means, collectively, the most senior ranking preference shares or any other instrument issued and outstanding from time to time by (i) the Guarantor or (ii) any subsidiary of the Guarantor subject to any Preferred Tier 1 Guarantee.

“ Redemption Date ” means the date of redemption of the Trust Preferred Securities.

“ Redemption Price ” has the meaning assigned to it in the Trust Agreement.

“ Registrar ” means any bank or trust company appointed to register Trust Preferred Securities and transfers thereof as provided in the Trust Agreement, and shall initially be The Bank of New York Mellon.

“ Relevant Jurisdiction ” has the meaning assigned to it in the Trust Agreement.

“ Responsible Officer ” means, with respect to the Trust Preferred Guarantee Trustee, any officer within the Corporate Trust Office of the Trust Preferred Guarantee Trustee with direct responsibility for the administration of the Trust Preferred Guarantee, including any vice president, any assistant vice president, any trust officer, any secretary, any assistant secretary, the treasurer, any assistant treasurer or other officer of the Trust Preferred Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“ Shares ” means the ordinary shares of common stock of the Guarantor and any other shares of the Guarantor’s capital stock ranking junior to the Preferred Tier 1 Securities, if any, in each case issued by the Guarantor from time to time.

“ Stated Rate ” has the meaning assigned to it in the Trust Agreement.

“ Successor Trust Preferred Guarantee Trustee ” means a successor Trust Preferred Guarantee Trustee possessing the qualifications to act as Trust Preferred Guarantee Trustee under Section 3.01.

“ Trust ” means Deutsche Bank Capital Funding Trust XII, a Delaware statutory trust.

“ Trust Agreement ” means the amended and restated trust agreement of Deutsche Bank Capital Funding Trust XII, dated as of [ ] among the Trustees (as defined therein), the Company as Sponsor, Deutsche Bank Aktiengesellschaft as holder of the Trust Common Security and the holders from time to of the Trust Preferred Securities, as from time to time amended, modified or supplemented.

“ Trust Common Security ” means the security representing an undivided common beneficial interest in the assets of the Trust.

“ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

“ Trust Preferred Guarantee ” has the meaning set forth in the preamble to this Trust Preferred Guarantee.

“ Trust Preferred Guarantee Additional Amounts ” has the meaning set forth in Section 4.07.

“ Trust Preferred Guarantee Trustee ” means The Bank of New York Mellon, a New York banking corporation, and its successors, in its capacity as trustee under this Trust Preferred Guarantee, until a Successor Trust Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Trust Preferred Guarantee by executing a counterpart hereof and becoming a party hereto, and thereafter means each such Successor Trust Preferred Guarantee Trustee.

“ Trust Preferred Securities ” has the meaning assigned to it in the first recital to this Trust Preferred Guarantee.

“ Withholding Tax ” means any present or future taxes, duties or governmental charges of any nature whatsoever 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.

ARTICLE 2
TRUST INDENTURE ACT

Section 2.01. Trust Indenture Act; Application .

(a) This Trust Preferred Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Preferred Guarantee and shall, to the extent applicable, be governed by such provisions. A term defined in the Trust Indenture Act has the same meaning when used in this Trust Preferred Guarantee, unless otherwise defined in this Trust Preferred Guarantee or unless the context otherwise requires.

(b) If and to the extent that any provision of this Trust Preferred Guarantee limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 2.02. Lists of Holders of Securities .

(a) The Trust Preferred Guarantee Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Trust Preferred Securities. If the Trust Preferred Guarantee Trustee is not the Registrar, the Guarantor shall furnish to the Trust Preferred Guarantee Trustee at stated intervals of not more than six months, and at such other times as the Trust Preferred Guarantee Trustee may request in writing, a list, in such form and as of such date as the Trust Preferred Guarantee Trustee may reasonably require, containing all the information in the possession or control of the Registrar, the Guarantor or any of its paying agents other than the Trust Preferred Guarantee Trustee as to the names and addresses of Holders of Trust Preferred Securities.

(b) The Trust Preferred Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

Section 2.03. Reports by the Trust Preferred Guarantee Trustee . Within 60 days after May 1 of each year, the Trust Preferred Guarantee Trustee shall provide to the Holders of the Trust Preferred Securities such reports as are required by Section 313(a) of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Trust Preferred Guarantee Trustee shall also comply with the other requirements of Section 313 of the Trust Indenture Act.

Section 2.04. Periodic Reports to Trust Preferred Guarantee Trustee . The Guarantor shall provide to the Trust Preferred Guarantee Trustee and transmit to the Holders of the Trust Preferred Securities, such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and shall provide, within 60 days after the end of each of its fiscal years, the compliance certificate required by Section 314 of the Trust Indenture Act in the form and in the manner required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Trust Preferred Guarantee Trustee is for informational purposes only and the Trust Preferred Guarantee Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants hereunder (as to which the Trust Preferred Guarantee Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 2.05. Evidence of Compliance with Conditions Precedent . The Guarantor shall provide to the Trust Preferred Guarantee Trustee such evidence of compliance with the conditions precedent, if any, provided for in this Trust Preferred Guarantee that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate and shall include:

(a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definition relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

Section 2.06. Events of Default; Waiver . The Holders of a Majority of the Trust Preferred Securities may, by vote, on behalf of the Holders of all of the Trust Preferred Securities, waive any past Event of Default and its consequences (except an Event of Default in respect of a covenant or provision hereof which cannot be modified or amended without the

consent of each Holder of Trust Preferred Securities, which can only be waived by all Holders of Trust Preferred Securities). Upon such waiver, any such Event of Default shall cease to exist for every purpose of this Trust Preferred Guarantee, but no such waiver shall extend to any subsequent Event of Default or impair any right consequent thereon.

Section 2.07. Event of Default; Notice .

(a) The Trust Preferred Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders of the Trust Preferred Securities notices of all Events of Default actually known to a Responsible Officer of the Trust Preferred Guarantee Trustee, unless such Events of Default have been cured before the giving of such notice; provided that the Trust Preferred Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trust Preferred Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Trust Preferred Securities.

(b) The Trust Preferred Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer of the Trust Preferred Guarantee Trustee shall have received written notice, or a Responsible Officer of the Trust Preferred Guarantee Trustee charged with the administration of this Trust Preferred Guarantee shall have obtained actual knowledge, of such Event of Default.

Section 2.08. Rights of Holders .

(a) The Holders of a Majority of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Guarantee Trustee in respect of this Trust Preferred Guarantee or exercising any trust or power conferred upon the Trust Preferred Guarantee Trustee under this Trust Preferred Guarantee; provided that, (1) such direction shall not be in conflict with any rule of law or with this Trust Preferred Guarantee, (2) the Trust Preferred Guarantee Trustee may take any other action deemed proper by the Trust Preferred Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 2.10, the Trust Preferred Guarantee Trustee shall have the right to decline to follow any such direction if a Responsible Officer of the Trust Preferred Guarantee Trustee shall determine in good faith that the proceeding so directed would involve the Trust Preferred Guarantee Trustee in personal liability.

(b) Notwithstanding any other provision of this Trust Preferred Guarantee, the right of any Holder of Trust Preferred Securities to receive Guarantee Payments if and when due, or to institute suit for the enforcement of any Guarantee Payment on and after the date such Guarantee Payment was due, shall be absolute and unconditional and shall not be impaired without the consent of such Holder.

Section 2.09. Conflicting Interests . The Class B Preferred Securities Subordinated Guarantee Agreement shall be deemed to be specifically described in this Trust

Preferred Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 2.10. Powers, Duties and Rights of Trust Preferred Guarantee Trustee .

(a) This Trust Preferred Guarantee shall be held by the Trust Preferred Guarantee Trustee for the benefit of the Holders of the Trust Preferred Securities.

(b) The Trust Preferred Guarantee Trustee shall not transfer this Trust Preferred Guarantee to any Person except to a Successor Trust Preferred Guarantee Trustee on acceptance by such Successor Trust Preferred Guarantee Trustee of its appointment to act as Successor Trust Preferred Guarantee Trustee. The right, title and interest of the Trust Preferred Guarantee Trustee shall automatically vest in any Successor Trust Preferred Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Trust Preferred Guarantee Trustee.

(c) If an Event of Default actually known to a Responsible Officer of the Trust Preferred Guarantee Trustee has occurred and is continuing, the Trust Preferred Guarantee Trustee shall be entitled to enforce this Trust Preferred Guarantee for the benefit of the Holders of the Trust Preferred Securities.

(d) The Trust Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Preferred Guarantee, and no implied covenants shall be read into this Trust Preferred Guarantee against the Trust Preferred Guarantee Trustee. In case an Event of Default actually known to a Responsible Officer of the Trust Preferred Guarantee Trustee has occurred and is continuing, the Trust Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Trust Preferred Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(e) No provision of this Trust Preferred Guarantee shall be construed to relieve the Trust Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) in the absence of bad faith on the part of the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trust Preferred Guarantee Trustee and conforming to the requirements of this Trust Preferred Guarantee; provided that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Trust Preferred Guarantee (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

(ii) the Trust Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Preferred Guarantee Trustee, unless it shall be proved that the Trust Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii) the Trust Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority of the Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Guarantee Trustee, or the exercise of any trust or power conferred upon the Trust Preferred Guarantee Trustee under this Trust Preferred Guarantee; and

(iv) no provision of this Trust Preferred Guarantee shall require the Trust Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trust Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability, or indemnity, satisfactory to the Trust Preferred Guarantee Trustee, against such expense, risk or liability, is not assured to it under the terms of this Trust Preferred Guarantee.

Section 2.11. Certain Rights of Trust Preferred Guarantee Trustee .

(a) Subject to the provisions of Section 2.10:

(i) the Trust Preferred Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;

(ii) any direction or act of the Guarantor contemplated by this Trust Preferred Guarantee shall be sufficiently evidenced by an Officers’ Certificate;

(iii) whenever, in the administration of this Trust Preferred Guarantee, the Trust Preferred Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Trust Preferred Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor;

(iv) the Trust Preferred Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof) except as required in the administration of this Trust Preferred Guarantee;

(v) the Trust Preferred Guarantee Trustee may, at the expense of the Guarantor, consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or the Trust Preferred Guarantee Trustee or any of their Affiliates and may include any of their employees. The Trust Preferred Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Preferred Guarantee from any court of competent jurisdiction;

(vi) the Trust Preferred Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Preferred Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Trust Preferred Guarantee Trustee such security and indemnity, satisfactory to the Trust Preferred Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Trust Preferred Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Trust Preferred Guarantee Trustee; provided that nothing contained in this Section 2.11(a)(vi) shall be taken to relieve the Trust Preferred Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Trust Preferred Guarantee;

(vii) the Trust Preferred Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trust Preferred Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(viii) the Trust Preferred Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Trust Preferred Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(ix) any action taken by the Trust Preferred Guarantee Trustee or its agents hereunder shall bind the Holders of the Trust Preferred Securities, and the signature of the Trust Preferred Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the Trust Preferred Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Trust Preferred Guarantee, both of which shall be conclusively evidenced by the Trust Preferred Guarantee Trustee or its agent taking such action;

(x) whenever in the administration of this Trust Preferred Guarantee the Trust Preferred Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Trust Preferred Guarantee Trustee (i) may request written instructions from the Holders of a Majority of the Trust Preferred Securities, (ii) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (iii) shall be protected in conclusively relying on or acting in accordance with such written instructions;

(xi) the Trust Preferred Guarantee Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Preferred Guarantee. No provision of this Trust Preferred Guarantee shall be deemed to impose any duty or obligation on the Trust Preferred Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Trust Preferred Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Trust Preferred Guarantee Trustee shall be construed to be a duty;

(xii) the Trust Preferred Guarantee Trustee shall not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trust Preferred Guarantee Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that this provision shall not be deemed to apply in the event of a determination of willful misconduct on the part of the Trust Preferred Guarantee Trustee in a non-appealable judgment of a court having jurisdiction; and

(xiii) the Trust Preferred Guarantee Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trust Preferred Guarantee Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 2.12. Not Responsible for Recitals or Issuance of Guarantee . The recitals contained in this Trust Preferred Guarantee shall be taken as the statements of the Guarantor, and the Trust Preferred Guarantee Trustee does not assume any responsibility for their correctness. The Trust Preferred Guarantee Trustee makes no representation as to the validity or sufficiency of this Trust Preferred Guarantee.

ARTICLE 3
GUARANTEE TRUSTEE

Section 3.01. Trust Preferred Guarantee Trustee; Eligibility .

(a) There shall at all times be a Trust Preferred Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation with a combined capital and surplus of at least 50 million U.S. dollars (U.S.$50,000,000) organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, and be permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 3.01(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Trust Preferred Guarantee Trustee shall cease to be eligible to so act under Section 3.01(a), the Trust Preferred Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 3.02(c).

(c) If the Trust Preferred Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trust Preferred Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act, subject to the penultimate paragraph thereof.

Section 3.02. Appointment, Removal and Resignation of Trust Preferred Guarantee Trustee .

(a) Subject to Section 3.02(c), the Trust Preferred Guarantee Trustee may be removed without cause at any time, except when an Event of Default has occurred and is continuing, by the Guarantor by an instrument in writing executed by the Guarantor and delivered to the Trust Preferred Guarantee Trustee.

(b) Subject to Section 3.02(c), the Trust Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) at any time by an instrument in writing executed by the Trust Preferred Guarantee Trustee and delivered to the Guarantor.

(c) Subject to Section 3.02(d), any removal or resignation of the Trust Preferred Guarantee Trustee shall only take effect once a Successor Trust Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument

in writing executed by such Successor Trust Preferred Guarantee Trustee and delivered to the Guarantor and the resigning or removed Trust Preferred Guarantee Trustee and the Trust Preferred Guarantee Trustee shall hold office until such an appointment of a Successor Trust Preferred Guarantee Trustee.

(d) If no Successor Trust Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in Section 3.02(c) within 60 days after delivery of an instrument of removal or resignation, the Trust Preferred Guarantee Trustee resigning or being removed may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Trust Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trust Preferred Guarantee Trustee.

(e) No Trust Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Trust Preferred Guarantee Trustee.

(f) The Guarantor shall pay to the Trust Preferred Guarantee Trustee on or prior to the date of termination of this Trust Preferred Guarantee or the effectiveness of any removal or resignation of the Trust Preferred Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

ARTICLE 4
GUARANTEE

Section 4.01. Guarantee .

(a) The Guarantor irrevocably and unconditionally agrees with the Trust Preferred Guarantee Trustee and the Holders from time to time of the Trust Preferred Securities, subject to the limitations set forth in this Trust Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to such Holders (whether such rights under this Trust Preferred Guarantee are asserted by the Trust Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Trust), regardless of any defense, right of set-off or counterclaim that the Trust may have or assert, of:

(i) Capital Payments due and payable on the Trust Preferred Securities on each Payment Date for the then current Payment Period, in the amounts and in the manner set forth in the Trust Agreement, including any Additional Amounts payable with respect thereto;

(ii) on each Redemption Date, the Redemption Price for each Trust Preferred Security called for redemption by the Trust, in accordance with the provisions of the Trust Agreement;

(iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Trust (other than a dissolution of the Trust in which the Class B Preferred Securities are distributed to the Holders of the Trust Preferred Securities as provided in the Trust Agreement), the liquidation preference amount of the Trust Preferred Securities,

plus accrued and unpaid Capital Payments on the Trust Preferred Securities in respect of the then current Payment Period to but excluding the date of liquidation, including any Additional Amounts payable with respect thereto;

(collectively, the “ Guarantee Payments ”). All Guarantee Payments shall include interest accrued on such Guarantee Payments, at a rate per annum equal to the Stated Rate of the Trust Preferred Securities, since the date of the claim asserted under this Trust Preferred Guarantee relating to such Guarantee Payments.

(b) The Guarantor’s obligation to make any of the payments listed in (i) and (ii) of subsection (a) above may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Trust to pay such amounts to the Holders.

Section 4.02. Delivery of Guarantor Certificate . As of each (x) Payment Date with respect to which the Trust has not paid the full amount of Capital Payments at the Stated Rate payable as contemplated by clause (i) of Section 4.01(a) or (y) Redemption Date with respect to which the Trust has not paid the Redemption Price in full as contemplated by clause (ii) of Section 4.01(a), the Guarantor shall deliver an Officers’ Certificate to the Trust Preferred Guarantee Trustee within five Business Days after such Payment Date or Redemption Date, as applicable, substantially in the form attached as Exhibit A (the “ Guarantor Certificate ”).

Section 4.03. Waiver of Notice and Demand . The Guarantor hereby waives notice of acceptance of this Trust Preferred Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 4.04. Obligations Not Affected . The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;

(b) the extension of time for the payment by the Trust of all or any portion of the Capital Payments, Redemption Price, liquidation preference amount or other liquidation distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;

(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such Holders pursuant to the terms of the Trust Preferred Securities or any action on the part of the Trust granting indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust;

(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;

(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Section 4.05. Action Against Guarantor . The Guarantor waives any right or remedy to require that any action be brought first against the Trust or any other person or entity before proceeding directly against the Guarantor.

Section 4.06. Independent Obligations . The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Trust with respect to the Trust Preferred Securities, and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Trust Preferred Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.04. It is further understood that all rights of a Holder of a Trust Preferred Security against the Guarantor under this Trust Preferred Guarantee, and all corresponding obligations of the Guarantor to such Holder, are separate and independent of the rights and corresponding obligations between the Guarantor and the other Holders of the Trust Preferred Securities. This Trust Preferred Guarantee is a guarantee of payment and not of collection.

Section 4.07. Taxes . All payments in respect of the Guarantee Payments (including interest accrued thereon, if any) by the Guarantor shall be made without withholding or deduction for or on account of any Withholding Tax, unless the withholding or deduction of such Withholding Tax is required by law. In that event, the Guarantor shall pay, as additional Guarantee Payments, such additional amounts as may be necessary in order that the net amounts received by a Holder after such withholding or deduction for or on account of Withholding Tax will equal the amount which would have been received in respect of the Guarantee Payments (including interest accrued thereon, if any) had no such deduction or withholding been required (“ Trust Preferred Guarantee Additional Amounts ”), except that no such Trust Preferred Guarantee Additional Amounts shall be payable to a Holder with respect to any Guarantee Payments,

(i) if and to the extent that the Guarantor has insufficient Distributable Profits for the preceding fiscal year to make such payment (determined on the same basis as the authority of the Company to declare Capital Payments on the Class B Preferred Securities);

(i) with respect to any Withholding Taxes that are payable by reason of a Holder or beneficial owner of Trust Preferred Securities to which such Guarantee Payments relate having some connection with any Relevant Jurisdiction other than by reason only of the mere holding or beneficial ownership of Trust Preferred Securities;

(iv) where such deduction or withholding can be avoided or reduced if the Holder or beneficial owner of Trust Preferred Securities to which such Guarantee Payments relate 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 this exclusion shall not apply if the certification, information documentation or other reporting requirement would be materially more onerous to the Holder or beneficial owner of Trust Preferred Securities (in form, in procedure or substance of information required to be disclosed) 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).

No later than two Business Days prior to the date on which a Guarantee Payment is due, the Guarantor shall furnish to the Trust Preferred Guarantee Trustee an Officers’ Certificate instructing the Trust Preferred Guarantee Trustee as to whether any Guarantee Payment shall be made to Holders with or without withholding or deduction for or on account of any Withholding Tax. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify whether Trust Preferred Guarantee Additional Amounts will be payable with respect to such withholding or deduction and the Trust Preferred Guarantee Additional Amount so payable to each Holder. In such case, the Guarantor shall pay to the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Additional Amounts required to be paid by this Section. The Guarantor covenants to indemnify the Trust Preferred Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers’ Certificate furnished pursuant to this Section.

Section 4.08. Rights Not Separately Transferable . This Trust Preferred Guarantee is a guarantee for the benefit of each Holder from time to time of Trust Preferred Securities. Upon transfer of any Trust Preferred Securities to a third party, the prior Holder thereof shall no longer have any rights hereunder with respect to such transferred Trust Preferred Securities. The rights under this Trust Preferred Guarantee with respect to a Trust Preferred Security are not separately transferable from such Trust Preferred Security.

Section 4.09. No Assurance of Class B Preferred Capital Payment Authorization . Nothing in this Trust Preferred Guarantee shall constitute a guarantee or undertaking of any kind that (i) the Company or the Trust will at any time have sufficient assets to declare a Capital Payment on the Trust Preferred Securities or the Class B Preferred Securities, as the case may be, or (ii) any other condition for declaring such a Capital Payment will be met, or (iii) the Company will be authorized to declare a Capital Payment on the Class B Preferred Securities, or (iv) the Company will declare a Capital Payment on the Class B Preferred Securities if all conditions for the declaration of such a Capital Payment are met.

ARTICLE 5
LIMITATIONS OF TRANSACTIONS; RANKING

Section 5.01. Limitation of Transactions .

(a) The Guarantor, for so long as any Trust Preferred Securities or Class B Preferred Securities remain outstanding, shall not issue any preference shares ranking senior on liquidation to its obligations under this Trust Preferred Guarantee or give any guarantee or similar undertaking with respect to, or enter into any other agreement relating to the support or payment of amounts in respect of, any other preference shares (or instruments ranking on parity with or junior to preference shares) issued by any other affiliated entity that would rank senior in right of payment to the Guarantor’s obligations under this Trust Preferred Guarantee, unless this Trust Preferred Guarantee is amended to give the Holders of Trust Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee, similar undertaking or agreement so that the Guarantor’s obligations under this Trust Preferred Guarantee rank at least on parity with, and contain substantially equivalent rights of priority as to payment as, such guarantee, similar undertaking or other support agreement.

(b) The Guarantor shall pay all amounts required to be paid pursuant to this Trust Preferred Guarantee in respect of any Capital Payments on the Trust Preferred Securities payable in respect of the most recent Payment Period prior to any dividend or other payment (except dividends in the form of Shares) upon the Shares.

Section 5.02. Ranking . This Trust Preferred Guarantee will constitute a general, unsecured and subordinated obligation of the Guarantor and will rank both as to payment and in the liquidation of the Guarantor:

(i) subordinate and junior to all senior and subordinated debt obligations of the Guarantor that do not expressly rank on parity with the obligations of the Guarantor under this Trust Preferred Guarantee;

(ii) on parity with the most senior ranking preference shares of the Guarantor, 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 Guarantor qualifying as consolidated Tier 1 capital of the Guarantor that does not expressly rank junior to the obligations of the Guarantor under this Trust Preferred Guarantee; and

(iii) senior to (x) the Shares, (y) each class of preference shares of the Guarantor ranking junior to Preferred Tier 1 Securities of the Guarantor, if any, and any other instrument of the Guarantor ranking pari passu with such preference shares or junior thereto and (z) preference shares or any other instrument of any subsidiary of the Guarantor subject to any guarantee or support agreement of the Guarantor which guarantee or support agreement ranks junior to the obligations of the Guarantor under this Trust Preferred Guarantee.

ARTICLE 6
TERMINATION

Section 6.01. Termination . This Trust Preferred Guarantee shall terminate upon, and be of no further force and effect from the earlier of (i) full payment of the Redemption Price of all Trust Preferred Securities or repurchase and cancellation of all Trust Preferred Securities, or (ii) upon full payment of the aggregate liquidation preference amount of the Trust Preferred Securities, plus any accumulated and unpaid Capital Payments thereon, plus Additional Amounts thereon, if any, as payable on the Trust Preferred Securities upon liquidation of the Trust pursuant to the Trust Agreement. Notwithstanding the foregoing, this Trust Preferred Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Trust Preferred Securities must return payment of any sums paid under the Trust Preferred Securities or under this Trust Preferred Guarantee pursuant to (i) or (ii) above.

ARTICLE 7
INDEMNIFICATION

Section 7.01. Exculpation .

(a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Holder or beneficial owner of Trust Preferred Securities for any loss, liability, expense, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Trust Preferred Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Trust Preferred Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, liability, expense, damage or claim incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Capital Payments to Holders of Trust Preferred Securities might properly be paid.

Section 7.02. Fees and expenses; Indemnification . The Guarantor agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided , however , that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trustee.

ARTICLE 8
MISCELLANEOUS

Section 8.01. Successors and Assigns . All guarantees and agreements contained in this Trust Preferred Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Trust Preferred Securities then outstanding.

Section 8.02. Amendments . (a) The Guarantor and the Trust Preferred Guarantee Trustee may, at any time and from time to time, without the consent of the Holders of the Trust Preferred Securities, modify this Trust Preferred Guarantee (i) to make any changes required pursuant to Section 5.01(a), (ii) to cure any ambiguity or correct any mistake, (iii) to correct or supplement any provision in this Trust Preferred Guarantee that may be defective or inconsistent with any other provision of this Trust Preferred Guarantee, (iv) to add to the covenants, restrictions or obligations of the Guarantor for the benefit of the Holders of the Trust Preferred Securities or to surrender any right or power conferred upon the Guarantor under this Trust Preferred Guarantee, (v) to evidence the succession of another entity to the Guarantor and the assumption by any such successor of the covenants of the Guarantor stated herein, (vi) to modify or supplement any provision in this Trust Preferred Guarantee to give effect to any provision made invalid by any changes in the 1940 Act, the Trust Indenture Act or the rules or regulations of either such Act or any other applicable law, provided that no such amendment shall have a material adverse effect on the rights, preferences or privileges of the Holders of the Trust Preferred Securities, (vii) to modify, eliminate and add to any provision of this Trust Preferred Guarantee to such extent as may be necessary or desirable, provided that no such amendment shall have a material adverse effect on the rights, preferences or privileges of the Holders of the Trust Preferred Securities, or (viii) in connection with the creation of any series of Trust Preferred Securities and the establishment of the particular terms thereof (including, without limitation, to confirm or provide that the benefits of this Trust Preferred Guarantee apply to additional Trust Preferred Securities issued on or before [ ] in accordance with the Trust Agreement).

(b) This Trust Preferred Guarantee may be modified with the prior approval of the Holders of not less than a Majority of the Trust Preferred Securities, provided that, (i) except as provided in clause (a) above, Sections 4.01, 4.02, 4.07 and the form of Exhibit A may not be amended without the prior approval of each Holder of the Trust Preferred Securities, and (ii) any amendment to reduce the aggregate liquidation preference amount of Trust Preferred Securities whose Holders must consent to an amendment must be approved by each Holder of Trust Preferred Securities.

(c) Any amendment hereof in accordance with this Section 8.02 shall be binding on all Holders of Trust Preferred Securities.

(d) The Trust Preferred Guarantee Trustee shall be entitled to receive, and shall be fully protected in relying upon, a written opinion of counsel stating that the execution of any amendment pursuant to this Section 8.02 is authorized or permitted by this Trust Preferred Guarantee, stating that all requisite consents have been obtained or that no consents are required and stating that such amendment constitutes the legal, valid and binding obligation of the

Guarantor, enforceable against the Guarantor in accordance with its terms, subject to customary exceptions. Subject to the preceding sentence, the Trust Preferred Guarantee Trustee shall sign such amendment if the same does not adversely affect the rights of the Trust Preferred Guarantee Trustee. The Trust Preferred Guarantee Trustee may, but shall not be obligated to, execute any such amendment that affects the Trust Preferred Guarantee Trustee’s own rights, duties or immunities under this Trust Preferred Guarantee or otherwise.

Section 8.03. Judgment Currency Indemnity .

(a) If, for the purposes of obtaining judgment in any court, it is necessary to convert an amount due from the Guarantor under any provision of this Trust Preferred Guarantee to a currency other than U.S. dollars, the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures The Bank of New York Mellon could purchase such other currency with U.S. dollars at its New York office on the second Business Day preceding the day on which final judgment is given.

(b) The obligations of the Guarantor in respect of any amount due under this Trust Preferred Guarantee to the Trust Preferred Guarantee Trustee or any Holders of Trust Preferred Securities shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Trust Preferred Guarantee Trustee or such Holders, as the case may be, of any amount adjudged to be so due in such other currency the Trust Preferred Guarantee Trustee or such Holders, as the case may be, may in accordance with normal banking procedures purchase U.S. dollars with such other currency.

(c) If the amount of U.S. dollars so purchased is less than the amount originally due to the Trust Preferred Guarantee Trustee or such Holders, as the case may be, in U.S. dollars, the Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Trust Preferred Guarantee Trustee or such Holders, as the case may be, against such loss.

(d) If the amount of dollars so purchased exceeds the amount originally due to the Trust Preferred Guarantee Trustee or such Holders, as the case may be, in U.S. dollars, the Trust Preferred Guarantee Trustee and such Holders agree to remit any remaining amount to the Guarantor.

Section 8.04. Assignment of the Guarantor . The Guarantor may not assign its obligations under this Trust Preferred Guarantee, except in the case of a merger or consolidation where the Guarantor is not the surviving entity, to the surviving entity or in the case of a sale, lease or other transfer of substantially all of its assets, to the purchaser and which surviving entity or purchaser expressly assumes the obligations of the Guarantor hereunder or such assumption of obligations results from applicable law.

Section 8.05. Notices . All notices provided for in this Trust Preferred Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied with receipt confirmed or mailed by first class mail, postage prepaid, as follows:

(a) If given to the Trust Preferred Guarantee Trustee, at the Trust Preferred Guarantee Trustee’s mailing address set forth below:

The Bank of New YorkMellon
101 Barclay Street, Floor 4 East
New York, New York 10286
United States
Telecopy No.: (212) 815-5802
Attention: Corporate Trust Administration

(b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Trust Preferred Securities):

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
Telecopy No.: (+49) 69 910-35092
Attention: Group Treasury

With copies to:

Deutsche Bank Capital Funding LLC XII
60 Wall Street
New York, New York 10005
United States
Telecopy No.: 212 797-0291
Attention: The Directors

(c) If given to any Holder of Trust Preferred Securities, at the address set forth on the books and records of the Trust.

(d) All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 8.06. GOVERNING LAW . THIS TRUST PREFERRED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 8.07. Submission to Jurisdiction . Any claim or proceeding brought by the Trust Preferred Guarantee Trustee on behalf of Holders or a Holder to enforce the obligations of the Guarantor hereunder shall be brought exclusively in a court of competent jurisdiction in

the State of New York. Any claim or proceeding relating to the application of Articles 2 and 3, and the definitions of terms as used therein, including, without limitation, any claims, counter-claims and cross-claims asserted against the Trust Preferred Guarantee Trustee in connection therewith, shall be brought in a court of competent jurisdiction in the State of New York.

This TRUST PREFERRED GUARANTEE is executed as of the day and year first above written.


	DEUTSCHE BANK AKTIENGESELLSCHAFT, as Guarantor
	By:
		Name:
		Title:


	By:
		Name:
		Title:


THE BANK OF NEW YORK MELLON, as Trust Preferred Guarantee Trustee
By:
	Name:
	Title:

Trust Preferred Securities — Subordinated Guarantee Agreement

EXHIBIT A

[FORM OF GUARANTOR’S CERTIFICATE]

Exhibit 4.7

DEUTSCHE BANK CAPITAL FUNDING LLC XII
CLASS B PREFERRED SECURITIES
SUBORDINATED GUARANTEE AGREEMENT

DEUTSCHE BANK AKTIENGESELLSCHAFT

AS THE GUARANTOR

DATED AS OF [ ]

TABLE OF CONTENTS


		Page
ARTICLE 1	DEFINITIONS AND INTERPRETATIONS		1

Section 1.01.	Definitions and Interpretation		1

ARTICLE 2	TRUST INDENTURE ACT		5

Section 2.01.	Trust Indenture Act; Application		5
Section 2.02.	Lists of Holders of Class B Preferred Securities		5
Section 2.03.	Reports by the Class B Preferred Guarantee Trustee		6
Section 2.04.	Periodic Reports to Class B Preferred Guarantee Trustee		6
Section 2.05.	Evidence of Compliance with Conditions Precedent		6
Section 2.06.	Events of Default; Waiver		7
Section 2.07.	Event of Default; Notice		7
Section 2.08.	Rights of Holders		8
Section 2.09.	Conflicting Interests		8
Section 2.10.	Powers, Duties and Rights of Class B Preferred Guarantee Trustee		8
Section 2.11.	Certain Rights of Class B Preferred Guarantee Trustee		10
Section 2.12.	Not Responsible for Recitals or Issuance of Class B Preferred Guarantee		12

ARTICLE 3	GUARANTEE TRUSTEE		12

Section 3.01.	Class B Preferred Guarantee Trustee; Eligibility		12
Section 3.02.	Appointment, Removal and Resignation of Class B Preferred Guarantee Trustee		13

ARTICLE 4	GUARANTEE		14

Section 4.01.	Guarantee		14
Section 4.02.	Delivery of Guarantor Certificate		15
Section 4.03.	Waiver of Notice and Demand		15
Section 4.04.	Obligations Not Affected		15
Section 4.05.	Action Against Guarantor		16
Section 4.06.	Independent Obligations		16
Section 4.07.	Taxes		16

TABLE OF CONTENTS
(continued)


		Page
Section 4.08.	Rights Not Separately Transferable		17
Section 4.08.	No Assurance of Capital Payment Authorization		18

ARTICLE 5	LIMITATIONS OF TRANSACTIONS; RANKING		18

Section 5.01.	Limitation of Transactions		18
Section 5.02.	Ranking		19

ARTICLE 6	TERMINATION		19

Section 6.01.	Termination		19

ARTICLE 7	INDEMNIFICATION		19

Section 7.01.	Exculpation		19
Section 7.02.	Fees and expenses; Indemnification		20

ARTICLE 8	MISCELLANEOUS		21

Section 8.01.	Successors and Assigns		21
Section 8.02.	Amendments		21
Section 8.03.	Judgment Currency Indemnity		22
Section 8.04.	Assignment of the Guarantor		23
Section 8.05.	Notices		23
Section 8.06.	Governing Law		24
Section 8.07.	Submission to Jurisdiction		24
EXHIBIT A	Form of Guarantor’s Certificate

CROSS-REFERENCE TABLE ¹


Section of Trust Indenture Act	Section of Guarantee
of 1939, as amended
310(a)		3.01	(a)
310(b)		2.09, 3.01	(c)
310(c)	Inapplicable
311(a)		2.02	(b)
311(b)		2.02	(b)
311(c)	Inapplicable
312(a)		2.02	(a)
312(b)		2.02	(b)
313		2.03
314(a)		2.04
314(b)	Inapplicable
314(c)		2.05
314(d)	Inapplicable
314(e)		2.05
314(f)	Inapplicable
315(a)		2.10(d), 2.10	(e)
315(b)		2.07
315(c)		2.10	(d)
315(d)		2.10	(e)
316(a)		2.08(a), 2.06


¹		This Cross-Reference Table does not constitute part of the Guarantee and shall not affect the interpretation of any of its terms or provisions.

iii

This CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “ Class B Preferred Guarantee ”), dated as of [ ] is executed and delivered by DEUTSCHE BANK AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany, with its principal executive office in Frankfurt am Main, Germany (together with its successors, the “ Guarantor ”), and THE BANK OF NEW YORK MELLON, in its capacity as Class B Preferred Guarantee Trustee (as defined herein), for the benefit of the Holders (as defined herein) from time to time of the Class B Preferred Securities (as defined herein) of Deutsche Bank Capital Funding LLC XII, a Delaware limited liability company (together with its successors, the “ Company ”).

WITNESSETH

WHEREAS, pursuant to the LLC Agreement (as defined herein) the Company is issuing on the date hereof its Class B Preferred Securities, (with a liquidation preference amount of U.S.$[ ] each) having an aggregate liquidation preference amount of U.S.$ [ ], and may issue additional Class B Preferred Securities from time to time prior to [ ] as provided for in the LLC Agreement, in each case representing preferred limited liability company interests in the Company (the “ Class B Preferred Securities ”); and

WHEREAS, in order to induce the Holders from time to time to purchase the Class B Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders from time to time of the Class B Preferred Securities the Class B Preferred Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the purchase by the Holders from time to time of Class B Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Class B Preferred Guarantee for the benefit of the Holders from time to time of the Class B Preferred Securities.

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

Section 1.01. Definitions and Interpretation . In this Class B Preferred Guarantee, unless the context otherwise requires:

(a) capitalized terms used but not defined herein have the meanings assigned to them in the LLC Agreement;

(b) a term defined anywhere in this Class B Preferred Guarantee has the same meaning throughout;

(c) all references to “the Class B Preferred Guarantee” or “this Class B Preferred Guarantee” are to this Class B Preferred Guarantee as modified, supplemented or amended from time to time;

Class B Preferred Securities — Subordinated Guarantee Agreement

(d) all references in this Class B Preferred Guarantee to Articles and Sections are to Articles and Sections of this Class B Preferred Guarantee, unless otherwise specified; and

(e) a reference to the singular includes the plural and vice versa.

“ 1940 Act ” means the U.S. Investment Company Act of 1940, as amended.

“ Additional Amounts ” means an amount paid as additional Capital Payments to the extent set forth in the LLC Agreement.

“ Authorized Officer ” of a Person means any Person that is authorized to bind such Person.

“ Capital Payments ” means periodic distributions on the Class B Preferred Securities declared (or deemed declared) in accordance with the LLC Agreement.

“ Class B Payment Date ” has the meaning specified in the LLC Agreement.

“ Class B Payment Period ” means the period from and including the immediately preceding Class B Payment Date (or the date of original issuance of the Class B Preferred Securities with respect to the Capital Payments payable on the first Class B Payment Date) to but excluding the relevant Class B Payment Date.

“ Class B Preferred Guarantee ” has the meaning set forth in the preamble to this Class B Preferred Guarantee.

“ Class B Preferred Guarantee Additional Amounts ” has the meaning set forth in Section 4.07.

“ Class B Preferred Guarantee Payments ” has the meaning assigned to it in Section 4.01.

“ Class B Preferred Guarantee Trustee ” means The Bank of New York Mellon, a New York banking corporation, and its successors, in its capacity as trustee under this Class B Preferred Guarantee, until a Successor Class B Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Class B Preferred Guarantee by executing a counterpart hereof and becoming a party hereto, and thereafter means each such Successor Class B Preferred Guarantee Trustee.

“ Class B Preferred Securities ” has the meaning assigned to it in the first recital to this Class B Preferred Guarantee.

“ Class B Redemption Date ” has the meaning assigned to it in the LLC Agreement.

“ Company ” has the meaning assigned to it in the preamble to this Class B Preferred Guarantee.

“ Company Common Security ” means the common security of the Company representing the limited liability company interest in the Company.

“ Corporate Trust Office ” means the office of the Class B Preferred Guarantee Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 4 East, New York, New York 10286.

“ Event of Default ” means (i) a default by the Guarantor on any of its obligations under Article 4 or (ii) a default by the Guarantor in the performance of any other obligation under this Class B Preferred Guarantee, and, in the case of (ii), continuance of such default for 60 days after the Class B Preferred Guarantee Trustee has given notice thereof to the Guarantor.

“ Distributable Profits ” has the meaning assigned to it in the LLC Agreement.

“ Guarantor ” has the meaning assigned to it in the preamble to this Class B Preferred Guarantee.

“ Guarantor Certificate ” has the meaning assigned to it in Section 4.02.

“ Holder ” means any holder, as registered on the books and records of the Company or the Trust, of Class B Preferred Securities or Trust Preferred Securities, as the case may be; provided , however , that, in determining whether the Holders of the requisite percentage of the liquidation preference amount of Class B Preferred Securities have given any request, notice, consent or waiver hereunder, “ Holder ” shall not include the Guarantor or any Affiliate of the Guarantor (other than the Property Trustee) other than with respect to Class B Preferred Securities purchased or acquired by the Guarantor or its Affiliates in connection with transactions effected by or for the account of customers of the Guarantor or any of its Affiliates in connection with the distribution or trading of or market-making in connection with such securities and except that persons (other than Affiliates of the Guarantor) to whom the Guarantor or any of its subsidiaries have pledged Class B Preferred Securities may vote or consent with respect to such pledged securities pursuant to the terms of such pledge.

“ Indemnified Person ” means the Class B Preferred Guarantee Trustee, any Affiliate of the Class B Preferred Guarantee Trustee, or any officer, director, shareholder, member, partner, employee, representative, nominee, custodian or agent of the Class B Preferred Guarantee Trustee.

“ Initial Holder ” means the Property Trustee as the initial Holder of the Class B Preferred Securities.

“ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of the Company dated as of [ ] as amended, modified or supplemented from time to time.

“ Majority ” means, except as provided by the Trust Indenture Act, a vote by the Holder(s) of more than 50% of the aggregate liquidation preference amount of the Class B Preferred Securities.

“ Officers’ Certificate ” means, with respect to any Person, a certificate signed by two Authorized Officers of such Person.

“ Person ” means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization.

“ Property Trustee ” has the meaning assigned to it in the Trust Agreement.

“ Redemption Price ” has the meaning assigned to it in the LLC Agreement.

“ Registrar ” means any bank or trust company appointed to register Class B Preferred Securities and transfers thereof as provided in the LLC Agreement, and shall initially be The Bank of New York Mellon.

“ Relevant Jurisdiction ” has the meaning assigned to it in the LLC Agreement.

“ Responsible Officer ” means, with respect to the Class B Preferred Guarantee Trustee, any officer within the Corporate Trust Office of the Class B Preferred Guarantee Trustee with direct responsibility for the administration of the Class B Preferred Guarantee, including any vice president, any assistant vice president, any trust officer, any secretary, any assistant secretary, the treasurer, any assistant treasurer or other officer of the Class B Preferred Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“ Stated Rate ” has the meaning assigned to it in the LLC Agreement.

“ Successor Class B Preferred Guarantee Trustee ” means a successor Class B Preferred Guarantee Trustee possessing the qualifications to act as Class B Preferred Guarantee Trustee under Section 3.01.

“ Trust ” means Deutsche Bank Capital Funding Trust XII, a Delaware statutory trust.

“ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

“ Trust Preferred Securities ” means the [ ] [ ]% noncumulative trust preferred securities issued by the Trust.

ARTICLE 2
TRUST INDENTURE ACT

Section 2.01. Trust Indenture Act; Application .

(a) This Class B Preferred Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Class B Preferred Guarantee and shall, to the extent applicable, be governed by such provisions. A term defined in the Trust Indenture Act has the same meaning when used in this Class B Preferred Guarantee, unless otherwise defined in this Class B Preferred Guarantee or unless the context otherwise requires.

(b) If and to the extent that any provision of this Class B Preferred Guarantee limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 2.02. Lists of Holders of Class B Preferred Securities .

(a) The Class B Preferred Guarantee Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Class B Preferred Securities. If the Class B Preferred Guarantee

Trustee is not the Registrar, the Guarantor shall furnish to the Class B Preferred Guarantee Trustee at stated intervals of not more than six months, and at such other times as the Class B Preferred Guarantee Trustee may request in writing, a list, in such form and as of such date as the Class B Preferred Guarantee Trustee may reasonably require, containing all the information in the possession or control of the Registrar, the Guarantor or any of its paying agents other than the Class B Preferred Guarantee Trustee as to the names and addresses of Holders of Class B Preferred Securities.

(b) The Class B Preferred Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

Section 2.03. Reports by the Class B Preferred Guarantee Trustee . Within 60 days after May 1 of each year, the Class B Preferred Guarantee Trustee shall provide to the Holders of the Class B Preferred Securities and for so long as the Initial Holder is the Holder of the Class B Preferred Securities, also to the Holders of the Trust Preferred Securities, such reports as are required by Section 313(a) of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Class B Preferred Guarantee Trustee shall also comply with the other requirements of Section 313 of the Trust Indenture Act.

Section 2.04. Periodic Reports to Class B Preferred Guarantee Trustee . The Guarantor shall provide to the Class B Preferred Guarantee Trustee and transmit to the Holders of the Class B Preferred Securities such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and shall provide, within 60 days after the end of each of its fiscal years, the compliance certificate required by Section 314 of the Trust Indenture Act in the form and in the manner required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Class B Preferred Guarantee Trustee is for informational purposes only and the Class B Preferred Guarantee Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants hereunder (as to which the Class B Preferred Guarantee Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 2.05. Evidence of Compliance with Conditions Precedent . The Guarantor shall provide to the Class B Preferred Guarantee Trustee such evidence of compliance with the conditions precedent, if any, provided for in this Class B Preferred Guarantee that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate and shall include:

(a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definition relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express

an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

Section 2.06. Events of Default; Waiver . The Holders of a Majority of the Class B Preferred Securities may, by vote, on behalf of the Holders of all of the Class B Preferred Securities, waive any past Event of Default and its consequences (except an Event of Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Holder of Class B Preferred Securities, which can only be waived by all Holders of Class B Preferred Securities), provided that for so long as the Initial Holder is the Holder of the Class B Preferred Securities, any such waiver also requires the consent of Holders of a majority in liquidation preference amount of the Trust Preferred Securities or the consent of all holders of Trust Preferred Securities, as applicable. Upon such waiver, any such Event of Default shall cease to exist, for every purpose of this Class B Preferred Guarantee, but no such waiver shall extend to any subsequent Event of Default or impair any right consequent thereon.

Section 2.07. Event of Default; Notice .

(a) The Class B Preferred Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders of the Class B Preferred Securities (and, for so long as the Initial Holder is the Holder of the Class B Preferred Securities, also to the Holders of the Trust Preferred Securities), notices of all Events of Default actually known to a Responsible Officer of the Class B Preferred Guarantee Trustee, unless such Events of Default have been cured before the giving of such notice; provided that the Class B Preferred Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Class B Preferred Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Class B Preferred Securities or Trust Preferred Securities.

(b) The Class B Preferred Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer of the Class B Preferred Guarantee Trustee shall have received written notice, or a Responsible Officer of the Class B Preferred Guarantee Trustee charged with the administration of this Class B Preferred Guarantee shall have obtained actual knowledge, of such Event of Default.

Section 2.08. Rights of Holders .

(a) The Holders of a Majority of the Class B Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Class B Preferred Guarantee Trustee in respect of this Class B Preferred Guarantee or exercising any trust or power conferred upon the Class B Preferred Guarantee Trustee under this Class B Preferred Guarantee; provided , that, (1) such direction shall not be in conflict with any rule of law or with this Class B Preferred Guarantee, (2) the Class B Preferred Guarantee Trustee may take any other action deemed proper by the Class B Preferred Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 2.10, the Class B Preferred Guarantee Trustee shall have the right to decline to follow any such direction if a Responsible Officer of the Class B Preferred Guarantee Trustee shall determine in good faith that the proceeding so directed would involve the Class B Preferred Guarantee Trustee in personal liability.

(b) Notwithstanding any other provision of this Class B Preferred Guarantee, the right of any Holder of Class B Preferred Securities to receive Class B Preferred Guarantee Payments if and when due, or to institute suit for the enforcement of any Class B Preferred Guarantee Payment on and after the date such Class B Preferred Guarantee Payment was due, shall be absolute and unconditional and shall not be impaired without the consent of such Holder.

(c) Notwithstanding any other provision of this Class B Preferred Guarantee, for so long as the Initial Holder is the Holder of any Class B Preferred Securities, any Holder of Trust Preferred Securities shall have the right to exercise directly any right or power of a Holder of Class B Preferred Securities with a corresponding liquidation preference amount under this Section 2.08.

Section 2.09. Conflicting Interests . The Trust Preferred Securities Subordinated Guarantee Agreement shall be deemed to be specifically described in this Class B Preferred Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 2.10. Powers, Duties and Rights of Class B Preferred Guarantee Trustee .

(a) This Class B Preferred Guarantee shall be held by the Class B Preferred Guarantee Trustee for the benefit of the Holders of the Class B Preferred Securities and for so long as the Initial Holder is the Holder of the Class B Preferred Securities, also the benefit of the Holders of the Trust Preferred Securities.

(b) The Class B Preferred Guarantee Trustee shall not transfer this Class B Preferred Guarantee to any Person except to a Successor Class B Preferred Guarantee Trustee on acceptance by such Successor Class B Preferred Guarantee Trustee of its appointment to act as Successor Class B Preferred Guarantee Trustee. The right, title and interest of the Class B Preferred Guarantee Trustee shall automatically vest in any Successor Class B Preferred Guarantee Trustee, and such vesting and cessation of title

shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Class B Preferred Guarantee Trustee.

(c) If an Event of Default actually known to a Responsible Officer of the Class B Preferred Guarantee Trustee has occurred and is continuing, the Class B Preferred Guarantee Trustee shall be entitled to enforce this Class B Preferred Guarantee for the benefit of the Holders of the Class B Preferred Securities and, for so long as the Initial Holder is the Holder of the Class B Preferred Securities, also the benefit of the Holders of the Trust Preferred Securities.

(d) The Class B Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Class B Preferred Guarantee, and no implied covenants shall be read into this Class B Preferred Guarantee against the Class B Preferred Guarantee Trustee. In case an Event of Default actually known to a Responsible Officer of the Class B Preferred Guarantee Trustee has occurred and is continuing, the Class B Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Class B Preferred Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(e) No provision of this Class B Preferred Guarantee shall be construed to relieve the Class B Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) in the absence of bad faith on the part of the Class B Preferred Guarantee Trustee, the Class B Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Class B Preferred Guarantee Trustee and conforming to the requirements of this Class B Preferred Guarantee; provided that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Class B Preferred Guarantee Trustee, the Class B Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Class B Preferred Guarantee (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

(ii) the Class B Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Class B Preferred Guarantee Trustee, unless it shall be proved that the Class B Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii) the Class B Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority of the Class B Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the

Class B Preferred Guarantee Trustee, or the exercise of any trust or power conferred upon the Class B Preferred Guarantee Trustee under this Class B Preferred Guarantee; and

(iv) no provision of this Class B Preferred Guarantee shall require the Class B Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Class B Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability, or indemnity, satisfactory to the Class B Preferred Guarantee Trustee, against such expense, risk or liability, is not assured to it under the terms of this Class B Preferred Guarantee.

Section 2.11. Certain Rights of Class B Preferred Guarantee Trustee .

(a) Subject to the provisions of Section 2.10:

(i) the Class B Preferred Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;

(ii) any direction or act of the Guarantor contemplated by this Class B Preferred Guarantee shall be sufficiently evidenced by an Officers’ Certificate;

(iii) whenever, in the administration of this Class B Preferred Guarantee, the Class B Preferred Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Class B Preferred Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor;

(iv) the Class B Preferred Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof) except as required in the administration of this Class B Preferred Guarantee;

(v) the Class B Preferred Guarantee Trustee may, at the expense of the Guarantor, consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or the Class B Preferred Guarantee Trustee or any of their Affiliates and may include any of their employees. The Class B Preferred Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Class B Preferred Guarantee from any court of competent jurisdiction;

(vi) the Class B Preferred Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Class B Preferred Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Class B Preferred Guarantee Trustee such security and indemnity, satisfactory to the Class B Preferred Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Class B Preferred Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Class B Preferred Guarantee Trustee; provided that nothing contained in this Section 2.11(a)(vi) shall be taken to relieve the Class B Preferred Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Class B Preferred Guarantee;

(vii) the Class B Preferred Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Class B Preferred Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(viii) the Class B Preferred Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Class B Preferred Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(ix) any action taken by the Class B Preferred Guarantee Trustee or its agents hereunder shall bind the Holders of the Class B Preferred Securities and for so long as the Initial Holder is the Holder of the Class B Preferred Securities, also the Holders of the Trust Preferred Securities, and the signature of the Class B Preferred Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the Class B Preferred Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Class B Preferred Guarantee, both of which shall be conclusively evidenced by the Class B Preferred Guarantee Trustee or its agent taking such action;

(x) whenever in the administration of this Class B Preferred Guarantee the Class B Preferred Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Class B Preferred Guarantee Trustee (i) may request written instructions from the Holders of a Majority of the Class B Preferred Securities, (ii) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (iii) shall be protected in conclusively relying on or acting in accordance with such written instructions;

(xi) the Class B Preferred Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Class B Preferred Guarantee. No provision of this Class B Preferred Guarantee shall be deemed to impose any duty or obligation on the Class B Preferred Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Class B Preferred Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Class B Preferred Guarantee Trustee shall be construed to be a duty;

(xii) the Class B Preferred Guarantee Trustee shall not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Class B Preferred Guarantee Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; provided that this provision shall not be deemed to apply in the event of a determination of willful misconduct on the part of the Class B Preferred Guarantee Trustee in a non-appealable judgment of a court having jurisdiction; and

(xiii) the Class B Preferred Guarantee Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Class B Preferred Guarantee Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 2.12. Not Responsible for Recitals or Issuance of Class B Preferred Guarantee . The recitals contained in this Class B Preferred Guarantee shall be taken as the statements of the Guarantor, and the Class B Preferred Guarantee Trustee does not assume any responsibility for their correctness. The Class B Preferred Guarantee Trustee makes no representation as to the validity or sufficiency of this Class B Preferred Guarantee.

ARTICLE 3
GUARANTEE TRUSTEE

Section 3.01. Class B Preferred Guarantee Trustee; Eligibility .

(a) There shall at all times be a Class B Preferred Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation with a combined capital and surplus of at least 50 million U.S. dollars (U.S.$50,000,000) organized and doing business under the laws of the

United States of America or any state or territory thereof or of the District of Columbia, and be permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 3.01(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Class B Preferred Guarantee Trustee shall cease to be eligible to so act under Section 3.01(a), the Class B Preferred Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 3.02(c).

(c) If the Class B Preferred Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Class B Preferred Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act, subject to the penultimate paragraph thereof.

Section 3.02. Appointment, Removal and Resignation of Class B Preferred Guarantee Trustee .

(a) Subject to Section 3.02(c), the Class B Preferred Guarantee Trustee may be removed without cause at any time, except when an Event of Default has occurred and is continuing, by the Guarantor by an instrument in writing executed by the Guarantor and delivered to the Class B Preferred Guarantee Trustee.

(b) Subject to Section 3.02(c), the Class B Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) at any time by an instrument in writing executed by the Class B Preferred Guarantee Trustee and delivered to the Guarantor.

(c) Subject to Section 3.02(d), any removal or resignation of the Class B Preferred Guarantee Trustee shall only take effect once a Successor Class B Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Class B Preferred Guarantee Trustee and delivered to the Guarantor and the resigning or removed Class B Preferred Guarantee Trustee and the Class B Preferred Guarantee Trustee shall hold office until such an appointment of a Successor Class B Preferred Guarantee Trustee.

(d) If no Successor Class B Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in Section 3.02(c) within 60 days after delivery of an instrument of removal or resignation, the Class B Preferred Guarantee Trustee resigning or being removed may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Class B Preferred

Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Class B Preferred Guarantee Trustee.

(e) No Class B Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Class B Preferred Guarantee Trustee.

(f) The Guarantor shall pay to the Class B Preferred Guarantee Trustee on or prior to the date of termination of this Class B Preferred Guarantee or the effectiveness of any removal or resignation of the Class B Preferred Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

ARTICLE 4
GUARANTEE

Section 4.01. Guarantee .

(a) The Guarantor irrevocably and unconditionally agrees with the Class B Preferred Guarantee Trustee and the Holders from time to time of the Class B Preferred Securities, subject to the limitations set forth in this Class B Preferred Guarantee, to guarantee payment, on a subordinated basis as provided in Section 5.02, in full to such Holders (whether such rights under this Class B Preferred Guarantee are asserted by the Class B Preferred Guarantee Trustee or directly by any such Holder) (without duplication of amounts theretofore paid to the Holders by the Company), regardless of any defense, right of set-off or counterclaim that the Company may have or assert, of:

(i) Capital Payments due and payable on the Class B Preferred Securities on each Class B Payment Date for the then current Class B Payment Period, if declared by the Board of Directors of the Company or deemed declared pursuant to the LLC Agreement, in the amounts and in the manner set forth in the LLC Agreement, including, any Additional Amounts payable with respect thereto;

(ii) on each Class B Redemption Date, the Redemption Price for each Class B Preferred Security called for redemption by the Company in accordance with the provisions of the LLC Agreement; and

(iii) upon any voluntary or involuntary dissolution, liquidation or winding up of the Company, liquidation preference amount of the Class B Preferred Securities, plus accrued and unpaid Capital Payments on the Class B Preferred Securities in respect of the then current Class B Payment Period to but excluding the date of liquidation, including any Additional Amounts payable with respect thereto;

(collectively, the “ Class B Preferred Guarantee Payments ”).

All Class B Preferred Guarantee Payments shall include interest accrued on such Class B Preferred Guarantee Payments, at a rate per annum equal to the Stated Rate of the Class B Preferred Securities, since the date of the claim asserted under this Class B Preferred Guarantee relating to such Class B Preferred Guarantee Payments.

Section 4.02. Delivery of Guarantor Certificate . As of each (x) Class B Payment Date with respect to which the Company has not paid the full amount of Capital Payments at the Stated Rate payable as contemplated by clause (i) of Section 4.01(a) or (y) Class B Redemption Date with respect to which the Company has not paid the Redemption Price in full as contemplated by clause (ii) of Section 4.01(a), the Guarantor shall deliver an Officers’ Certificate to the Class B Preferred Guarantee Trustee within five Business Days after such Class B Payment Date or Class B Redemption Date, as applicable, substantially in the form attached as Exhibit A (the “ Guarantor Certificate ”).

Section 4.03. Waiver of Notice and Demand . The Guarantor hereby waives notice of acceptance of this Class B Preferred Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 4.04. Obligations Not Affected . The obligations, covenants, agreements and duties of the Guarantor under this Class B Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Company of any express or implied agreement, covenant, term or condition relating to the Class B Preferred Securities to be performed or observed by the Company;

(b) the extension of time for the payment by the Company of all or any portion of the Capital Payments, Redemption Price, the liquidation preference amount or other liquidation distribution or any other sums payable under the terms of the Class B Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Class B Preferred Securities;

(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Class B Preferred Securities (or so long as the Initial Holder is the Holder of the Class B Preferred Securities, on the part of the Holders of the Trust Preferred Securities) to enforce, assert or exercise any right, privilege, power or remedy conferred on such Holders pursuant to the terms of the Class B Preferred Securities (or Trust Preferred Securities, as applicable) or any action on the part of the Company (or the Trust, if applicable) granting indulgence or extension of any kind;

(e) any invalidity of, or defect or deficiency in, the Class B Preferred Securities;

(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

There shall be no obligation of the Holders of the Class B Preferred Securities or the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Section 4.05. Action Against Guarantor . The Guarantor waives any right or remedy to require that any action be brought first against the Company or any other person or entity before proceeding directly against the Guarantor.

Section 4.06. Independent Obligations . The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Company with respect to the Class B Preferred Securities, and that the Guarantor shall be liable as principal and as debtor hereunder to make Class B Preferred Guarantee Payments pursuant to the terms of this Class B Preferred Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.04. It is further understood that all rights of a Holder of a Class B Preferred Security (and if and for so long as the Initial Holder is the Holder of the Class B Preferred Securities, all rights of a Holder of a Trust Preferred Security) against the Guarantor under this Class B Preferred Guarantee, and all corresponding obligations of the Guarantor to such Holder, are separate and independent of the rights and corresponding obligations between the Guarantor and the respective other Holders of the Class B Preferred Securities or Trust Preferred Securities, as the case may be. This Class B Preferred Guarantee is a guarantee of payment and not of collection.

Section 4.07. Taxes . All payments in respect of the Class B Preferred Guarantee Payments (including interest accrued thereon, if any) by the Guarantor shall be made without withholding or deduction for or on account of any Withholding Tax, unless the withholding or deduction of such Withholding Tax is required by law. In that event, the Guarantor shall pay, as additional Class B Preferred Guarantee Payments, such additional amounts as may be necessary in order that the net amounts received by a Holder of Class B Preferred Securities or Trust Preferred Securities after such withholding or deduction for or on account of Withholding Tax will equal the amount which would have been received in respect of the Class B Preferred Guarantee Payments (including interest accrued thereon, if any) had no such deduction or withholding been required (“ Class B Preferred Guarantee Additional Amounts ”), except that no such Class B Preferred Guarantee Additional Amounts shall be payable to a Holder with respect to any Class B Preferred Guarantee Payments,

(ii) with respect to any Withholding Taxes that are payable by reason of a Holder or beneficial owner of Class B Preferred Securities to which such Class B Preferred Guarantee Payments relate having some connection with any Relevant Jurisdiction other than by reason only of the mere holding or beneficial ownership of such Class B Preferred Securities;

(iv) where such deduction or withholding can be avoided or reduced if the Holder or beneficial owner of Class B Preferred Securities to which such Class B Preferred Guarantee Payments relate 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 this exclusion shall not apply if the certification, information documentation or other reporting requirement would be materially more onerous to the Holder or beneficial owner of Class B Preferred Securities (in form, in procedure or substance of information required to be disclosed) 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).

No later than two Business Days prior to the date on which a Class B Preferred Guarantee Payment is due, the Guarantor shall furnish to the Class B Preferred Guarantee Trustee an Officers’ Certificate instructing the Class B Preferred Guarantee Trustee as to whether any Class B Preferred Guarantee Payment shall be made to Holders with or without withholding or deduction for or on account of any Withholding Tax. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify whether Class B Preferred Guarantee Additional Amounts will be payable with respect to such withholding or deduction and the Class B Preferred Guarantee Additional Amount so payable to each Holder. In such case, the Guarantor shall pay to the Class B Preferred Guarantee Trustee, the Class B Preferred Guarantee Additional Amounts required to be paid by this Section. The Guarantor covenants to indemnify the Class B Preferred Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers’ Certificate furnished pursuant to this Section.

Section 4.08. Rights Not Separately Transferable . This Class B Preferred Guarantee is a guarantee for the benefit of each Holder from time to time of Class B Preferred

Securities. Upon transfer of any Class B Preferred Securities to a third party, the prior Holder thereof shall no longer have any rights hereunder with respect to such transferred Class B Preferred Securities. The rights under this Class B Preferred Guarantee with respect to a Class B Preferred Security are not separately transferable from such Class B Preferred Security. The Initial Holder hereby accepts the rights under this Class B Preferred Guarantee held by the Class B Preferred Guarantee Trustee for the Initial Holder’s benefit as initial purchaser of the Class B Preferred Securities (who in turn holds the Class B Preferred Securities and related rights under this Class B Preferred Guarantee for the benefit of the Holders of the Trust Preferred Securities) with the understanding that such rights shall be transferred by operation of law to any subsequent Holder acquiring a Class B Preferred Security from the Initial Holder or from a subsequent Holder of Class B Preferred Securities.

Section 4.09. No Assurance of Capital Payment Authorization . Nothing in this Class B Preferred Guarantee shall constitute a guarantee or undertaking of any kind that (i) the Company will at any time have sufficient assets, or be authorized pursuant to the LLC Agreement, to declare a Capital Payment on the Class B Preferred Securities, (ii) any other condition for declaring such a Capital Payment will be met, or (iii) the Company will declare a Capital Payment on the Class B Preferred Securities if all conditions for declaration of such a Capital Payment are met.

ARTICLE 5
LIMITATIONS OF TRANSACTIONS; RANKING

Section 5.01. Limitation of Transactions .

(a) The Guarantor, for so long as any Class B Preferred Securities remain outstanding, shall not issue any preference shares ranking senior on liquidation to its obligations under this Class B Preferred Guarantee or give any guarantee or similar undertaking with respect to, or enter into any other agreement relating to the support or payment of amounts in respect of, any other preference shares (or instruments ranking on parity with or junior to preference shares) issued by any other affiliated entity that would rank senior in right of payment to the Guarantor’s obligations under this Class B Preferred Guarantee, unless this Class B Preferred Guarantee is amended to give the Holders of the Class B Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee, similar undertaking or agreement so that the Guarantor’s obligations under this Class B Preferred Guarantee rank at least on parity with, and contain substantially equivalent rights of priority as to payment as, such guarantee, similar undertaking or other support agreement.

(b) The Guarantor shall pay all amounts required to be paid pursuant to this Class B Preferred Guarantee in respect of any Capital Payments on the Class B Preferred Securities payable in respect of the most recent Class B Payment Period prior to any dividend or other payment (except dividends in the form of Shares) upon the Shares.

Section 5.02. Ranking . This Class B Preferred Guarantee will constitute a general, unsecured and subordinated obligation of the Guarantor and will rank both as to payment and in the liquidation of the Guarantor:

(i) subordinate and junior to all senior and subordinated debt obligations of the Guarantor that do not expressly rank on parity with the obligations of the Guarantor under this Class B Preferred Guarantee;

ARTICLE 6
TERMINATION

Section 6.01. Termination . This Class B Preferred Guarantee shall terminate upon, and be of no further force and effect from the earlier of (i) full payment of the Redemption Price of all Class B Preferred Securities or repurchase and cancellation of all Class B Preferred Securities, or (ii) upon full payment of the aggregate liquidation preference amount of the Class B Preferred Securities, plus any accumulated and unpaid Capital Payments thereon, plus Additional Amounts thereon, if any, as payable on the Class B Preferred Securities upon liquidation of the Company pursuant to the LLC Agreement. Notwithstanding the foregoing, this Class B Preferred Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Class B Preferred Securities must return payment of any sums paid under the Class B Preferred Securities or under this Class B Preferred Guarantee pursuant to (i) or (ii) above.

ARTICLE 7
INDEMNIFICATION

Section 7.01. Exculpation .

(a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Holder or beneficial owner of Class B Preferred Securities and any Holder or beneficial owner of the Trust Preferred Securities) for any loss, liability, expense, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Class B Preferred Guarantee and in a manner that such Indemnified Person reasonably

believed to be within the scope of the authority conferred on such Indemnified Person by this Class B Preferred Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, liability, expense, damage or claim incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions.

Section 7.02. Fees and expenses; Indemnification . The Guarantor agrees to pay to the Class B Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Class B Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Class B Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Class B Preferred Guarantee Trustee in accordance with any provision of this Class B Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Class B Preferred Guarantee or the earlier resignation or removal of the Class B Preferred Guarantee Trustee.

ARTICLE 8
MISCELLANEOUS

Section 8.01. Successors and Assigns . All guarantees and agreements contained in this Class B Preferred Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Class B Preferred Securities and, if and for so long as the Initial Holder is the Holder of the Company Class B Securities, the Holders of the Trust Preferred Securities, then outstanding.

Section 8.02. Amendments .

(a) The Guarantor and the Class B Preferred Guarantee Trustee may, at any time and from time to time, without the consent of the Holders of the Class B Preferred Securities, modify this Class B Preferred Guarantee (i) to make any changes required pursuant to Section 5.01(a), (ii) to cure any ambiguity or correct any mistake, (iii) to correct or supplement any provision in this Class B Preferred Guarantee that may be defective or inconsistent with any other provision of this Class B Preferred Guarantee, (iv) to add to the covenants, restrictions or obligations of the Guarantor for the benefit of the Holders of the Class B Preferred Securities or to surrender any right or power conferred upon the Guarantor under this Class B Preferred Guarantee, (v) to evidence the succession of another entity to the Guarantor and the assumption by any such successor of the covenants of the Guarantor stated herein, (vi) to modify or supplement any provision in this Class B Preferred Guarantee to give effect to any provision made invalid by any changes in the 1940 Act, the Trust Indenture Act or the rules or regulations of either such Act or any other applicable law, provided that no such amendment shall have a material adverse effect on the rights, preferences or privileges of the Holders of the Class B Preferred Securities (and, so long as the Trust holds the Class B Preferred Securities, the Trust Preferred Securities), (vii) to modify, eliminate and add to any provision of this Class B Preferred Guarantee to such extent as may be necessary or desirable, provided that no such amendment shall have a material adverse effect on the rights, preferences or privileges of the Holders of the Class B Preferred Securities (and, so long as the Trust holds the Class B Preferred Securities, the Trust Preferred Securities), or (viii) in connection with the creation of any series of Class B Preferred Securities and the establishment of the particular terms thereof (including, without limitation, to confirm or provide that the benefits of this Class B Preferred Guarantee apply to additional Class B Preferred Securities issued on or before [ ] in accordance with the LLC Agreement).

(b) This Class B Preferred Guarantee may be modified with the prior approval of the Holders of not less than a Majority of the Class B Preferred Securities, provided that, (i) except as provided in clause (a) above, Sections 4.01, 4.02, 4.07 and the form of Exhibit A may not be amended without the prior approval of each Holder of the Class B Preferred Securities and (ii) any amendment to reduce the aggregate liquidation preference amount of Class B Preferred Securities whose Holders must consent to an amendment must be approved by each Holder of Class B Preferred Securities.

(c) Any amendment hereof in accordance with this Section 8.02 shall be binding on all Holders of Class B Preferred Securities.

(d) The Class B Preferred Guarantee Trustee shall be entitled to receive, and shall be fully protected in relying upon, a written opinion of counsel stating that the execution of any amendment pursuant to this Section 8.02 is authorized or permitted by this Class B Preferred Guarantee, stating that all requisite consents have been obtained or that no consents are required and stating that such amendment constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to customary exceptions. Subject to the preceding sentence, the Class B Preferred Guarantee Trustee shall sign such amendment if the same does not adversely affect the rights of the Class B Preferred Guarantee Trustee. The Class B Preferred Guarantee Trustee may, but shall not be obligated to, execute any such amendment that affects the Class B Preferred Guarantee Trustee’s own rights, duties or immunities under this Class B Preferred Guarantee or otherwise.

Section 8.03. Judgment Currency Indemnity .

(a) If, for the purposes of obtaining judgment in any court, it is necessary to convert an amount due from the Guarantor under any provision of this Class B Preferred Guarantee to a currency other than U.S. dollars, the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures The Bank of New York Mellon could purchase such other currency with U.S. dollars at its New York office on the second Business Day preceding the day on which final judgment is given.

(b) The obligations of the Guarantor in respect of any amount due under this Class B Preferred Guarantee to the Class B Preferred Guarantee Trustee or any Holders of Class B Preferred Securities shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt by the Class B Preferred Guarantee Trustee or such Holders, as the case may be, of any amount adjudged to be so due in such other currency the Class B Preferred Guarantee Trustee or such Holders, as the case may be, may in accordance with normal banking procedures purchase U.S. dollars with such other currency

(c) If the amount of U.S. dollars so purchased is less than the amount originally due to the Class B Preferred Guarantee Trustee or such Holders, as the case may be, in U.S. dollars, the Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Class B Preferred Guarantee Trustee or such Holders, as the case may be, against such loss.

(d) If the amount of dollars so purchased exceeds the amount originally due to the Class B Preferred Guarantee Trustee or such Holders, as the case may be, in U.S. dollars, the Class B Preferred Guarantee Trustee and such Holders agree to remit any remaining amount to the Guarantor.

Section 8.04. Assignment of the Guarantor . The Guarantor may not assign its obligations under this Class B Preferred Guarantee, except in the case of a merger or consolidation where the Guarantor is not the surviving entity, to the surviving entity, or in the case of a sale, lease or other transfer of substantially all of its assets, to the purchaser and which surviving entity or purchaser expressly assumes the obligations of the Guarantor hereunder or such assumption of obligations results from applicable law.

Section 8.05. Notices . All notices provided for in this Class B Preferred Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied with receipt confirmed or mailed by first class mail, postage prepaid, as follows:

(a) If given to the Class B Preferred Guarantee Trustee, at the Class B Preferred Guarantee Trustee’s mailing address set forth below:

The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York 10286
United States
Telecopy No.: (212) 815-5802
Attention: Corporate Trust Administration

(b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Class B Preferred Securities):

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
Telecopy No.: (+49) 69 910-35092
Attention: Group Treasury

With copies to:

Deutsche Bank Capital Funding LLC XII
60 Wall Street
New York, New York 10005
United States
Telecopy No.: (212) 797-0291
Attention: The Directors

(c) If given to any Holder of Class B Preferred Securities, at the address set forth on the books and records of the Company.

(d) If given to any Holder of Trust Preferred Securities, at the address set forth on the books and records of the Trust.

(e) All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 8.06. GOVERNING LAW . THIS CLASS B PREFERRED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 8.07. Submission to Jurisdiction . Any claim or proceeding brought by the Class B Preferred Guarantee Trustee on behalf of Holders or a Holder of Class B Preferred Securities or Trust Preferred Securities to enforce the obligations of the Guarantor hereunder shall be brought exclusively in a court of competent jurisdiction in the State of New York. Any claim or proceeding relating to the application of Articles 2 and 3, and the definitions of terms as used therein, including, without limitation, any claims, counter-claims and cross-claims asserted against the Class B Preferred Guarantee Trustee in connection therewith, shall be brought in a court of competent jurisdiction in the State of New York.

This CLASS B PREFERRED GUARANTEE is executed as of the day and year first above written.


	DEUTSCHE BANK AKTIENGESELLSCHAFT, as Guarantor

	By:
		Name:
		Title:


	By:
		Name:
		Title:


THE BANK OF NEW YORK MELLON, as Class B Preferred Guarantee Trustee
By:
	Name:
	Title:

Class B Preferred Securities — Subordinated Guarantee Agreement

EXHIBIT A

[FORM OF GUARANTOR’S CERTIFICATE]

Exhibit 4.11

THIS SECURITY IS NOT REQUIRED TO BE, AND HAS NOT BEEN, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY 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.$ [ ]

[ ] % PERPETUAL SUBORDINATED NOTE

Deutsche Bank Aktiengesellschaft (the “ Bank ”), for value received, hereby promises to pay to Deutsche Bank Capital Funding LLC XII (the “ Company ”), or registered assigns, the aggregate principal sum of [ ] U.S. DOLLARS (U.S.$ [ ]) (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 (the “ Security ”) is one of the [ ]% Perpetual Subordinated Notes in the aggregate principal amount of U.S.$ [ ] (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 [ ], [ ], [ ] and [ ] of each year, commencing on [ ]. 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 [ ], 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 [ ]% 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 [ ] individual subordinated notes, each with a principal amount of U.S.$ [ ] and one individual subordinated note with a principal amount of U.S.$ [ ].

(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 15 ^th 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

Initial Obligation

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 City of New York, where this Security may be presented or surrendered for payment.

3. Status

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

The obligations of the Bank under this Security 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.

“ 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.

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

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 [ ], 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 the Bank replaces the Security 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 the Class B Preferred Securities, the Bank is not, or will not be, allowed to treat the Class B Preferred Securities as core capital ( Kernkapital ) or Tier I 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 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 the Class B Preferred Securities, there is more than an insubstantial risk that (a) Deutsche Bank Capital Funding Trust XII (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 the Trust Preferred Securities issued by the Trust (the “ Trust Preferred Securities ”) or the Class B Preferred Securities, as applicable, the Bank would be obligated to pay additional amounts under the Trust Preferred Guarantee (as defined in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of [ ], the “ LLC Agreement ”) or the Class B Preferred Guarantee (as defined in the LLC Agreement), 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 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 ( provided , that, if such obligor is a Subsidiary, the Bank (which may act through a branch) guarantees on a subordinated basis, at least equal to the ranking of this Security, the obligation of the new obligor hereunder) 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 [ ] 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; 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 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 (or any Substitute Obligation) 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 (or any Substitute Obligation) 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 to conform to other documents 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) to the extent such deduction or withholding can be avoided or reduced if the holder or beneficial owner 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.

(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 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.

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
	By:
		Name:
		Title:


	By:
		Name:
		Title:

Initial Obligation

Exhibit 5.1(a)

[Letterhead of Cleary Gottlieb Steen & Hamilton LLP]

Writer’s Direct Dial: +49 221 80040 0
E-Mail: jpalenberg@cgsh.com

September 29, 2009

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
D-60486 Frankfurt am Main
Germany

Ladies and Gentlemen:

We have acted as special U.S. counsel to Deutsche Bank Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany (the “ Bank ”) and Deutsche Bank Capital Funding Trust XII, a statutory trust organized under the laws of the State of Delaware (the “ Trust ”) and Deutsche Bank Capital Funding LLC XII, a limited liability company formed under the laws of the State of Delaware (the “ Company ” and together with the Bank and the Trust, the “ Deutsche Bank Entities ”), in connection with the preparation and filing with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), of a registration statement on Form F-3 (the “ Registration Statement ”) relating to the offering from time to time, together or separately and in one or more series (if applicable), of (i) ordinary shares with no par value of the Bank (the “ Shares ”), (ii) tradable subscription rights to subscribe for Shares, (iii) unsecured debt securities of the Bank (the “ Senior Debt Securities ”), (iv) warrants of the Bank (the “ Warrants ”), (v) purchase contracts of the Bank, (vi) units of the Bank, (vii) trust preferred securities (the “ Trust Preferred Securities ”) of the Trust and company preferred securities (the “ Company Preferred Securities ”) of the Company and (viii) subordinated guarantees of the Bank (the “ Subordinated Guarantees ”) issued in connection with the issuance of the Trust Preferred Securities and Company Preferred Securities, (the foregoing securities, collectively, the “ Securities ”). The Securities being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

p. 2

The Senior Debt Securities are to be issued under an indenture, dated as of November 22, 2006, among the Bank, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as issuing agent, paying agent and registrar (the “ Senior Indenture ”).

The Warrants are to be issued from time to time under a warrant agreement, dated as of November 15, 2007, among the Bank and Deutsche Bank Trust Company Americas, as warrant agent (the “ Warrant Agreement ”).

The Trust Preferred Securities are to be issued pursuant to an amended and restated trust agreement (the “ Amended & Restated Trust Agreement ”) to be entered into among the Bank, the Company and the trustees named therein.

The Company Preferred Securities are to be issued pursuant to an amended and restated LLC agreement (the “ Amended & Restated LLC Agreement ”) to be entered into between the Bank, the Trust and The Bank of New York, as manager trustee.

The Subordinated Guarantees are to be issued under a company preferred securities subordinated guarantee agreement and a trust preferred securities subordinated guarantee agreement (collectively, the “ Subordinated Guarantee Agreements ” and individually, a “ Subordinated Guarantee Agreement ”) to be entered into between the Bank and The Bank of New York, as guarantee trustee.

In arriving at the opinions expressed below, we have reviewed the Registration Statement, including the Senior Indenture, the Warrant Agreement, the form of Amended & Restated Trust Agreement including the form of Trust Preferred Security included therein, the form of Amended & Restated LLC Agreement including the forms of Company Preferred Securities included therein and the forms of Subordinated Guarantee Agreements. In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such records of the Deutsche Bank Entities and such other instruments and other certificates of public officials, officers and representatives of the Deutsche Bank Entities and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

1. The Senior Debt Securities will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Senior Indenture.

2. The Warrants will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Warrant Agreement.

3. Each of the Subordinated Guarantees will be a valid, binding and enforceable obligation of the Bank, entitled to the benefits of the relevant Subordinated Guarantee Agreement.

p. 3

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Bank, (a) we have assumed that the Bank and each other party to such agreement or obligation has satisfied or, prior to the issuance of the relevant Securities, will satisfy those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Bank regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

In rendering the opinions expressed above, we have further assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws, (ii) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement, (iii) the terms of the Securities will conform, where applicable, to the respective forms thereof that have been filed as exhibits to the Registration Statement and the terms of all Securities will conform in all material respects to the respective descriptions thereof in the Prospectus which is part of the Registration Statement (the “ Prospectus ”), (iv) the terms of all Securities will not violate any applicable law, be such so as to require any of the Deutsche Bank Entities to register as an investment company under the U.S. Investment Company Act of 1940, as amended, result in a default under or breach of any agreement or instrument binding upon the Bank or violate any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, (v) the Securities will be sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, (vi) each Deutsche Bank Entity, as the case may be, will authorize the offering and issuance of the Securities and has authorized, executed and delivered or will authorize, execute and deliver the applicable Senior Indenture, Warrant Agreement, Subordinated Guarantee Agreement, Amended & Restated Trust Agreement, Amended & Restated LLC Agreement with any amendments or supplemental indentures thereto and any other document contemplated thereby or by the Registration Statement and will take any other appropriate additional corporate action, and (vii) certificates, if required, representing the Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated and countersigned.

We express no opinion as to the subject matter jurisdiction of any United States Federal court to adjudicate any action relating to the Securities where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist. We express no opinion with respect to the effectiveness of the submission to the jurisdiction of courts other than any state or Federal court sitting in New York.

We note that by statute New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding Federal statute and no controlling Federal court decision on this issue. Accordingly, we express no opinion as to whether a Federal court would award a judgment in

p. 4

a currency other than U.S. dollars or, if it did so, whether it would order conversion of the judgment into U.S. dollars.

The waiver of defenses contained in Section 4.04 of the Subordinated Guarantee Agreements may be ineffective to the extent that any such defense involves a matter of public policy in New York (such as reflected in New York’s anti-champerty statute). We express no opinion with respect to the enforceability of Section 4.06 of the Subordinated Guarantee Agreements to the effect that the Guarantor is liable as a primary rather than a secondary obligor.

We express no opinion as to the enforceability of Section 8.03 of each of the Subordinated Guarantee Agreements, and comparable provisions of the Senior Debt Securities, the Senior Indenture or the Warrant Agreement, relating to currency indemnity.

The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and the use of our name in the Prospectus constituting a part of the Registration Statement and in any prospectus supplements related thereto under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.


	CLEARY GOTTLIEB STEEN & HAMILTON LLP
	By	/s/ John Palenberg
		John Palenberg, a Partner

Exhibit 5.1(b)

[Letterhead of Cleary Gottlieb Steen & Hamilton LLP]

Writer’s Direct Dial: +49 [ • ]
E-Mail: [ • ]

[ • ], 20[ • ]

Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
D-60486 Frankfurt am Main
Germany

Ladies and Gentlemen:

We have acted as special U.S. counsel to Deutsche Bank Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany (the “ Bank ”), in connection with the preparation and filing with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), of a registration statement on Form F-3 (the “ Registration Statement ”) relating to the offering from time to time, together or separately and in one or more series (if applicable), of, among other securities, (i) purchase contracts of the Bank (the “ Purchase Contracts ”) and (ii) units of the Bank (the “ Units ,” and, together with the Purchase Contracts, the “ Securities ”). The Securities being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

The Units are to be issued from time to time under one or more unit agreements (each, a “ Unit Agreement ”) to be entered into by the Bank, one or more institutions, as unit agents (each, a “ Unit Agent ”), each to be identified in the applicable Unit Agreement, and the holders from time to time of the Units.

The Purchase Contracts are to be issued from time to time under one or more purchase contract agreements (each, a “ Purchase Contract Agreement ”) to be entered into by the Bank and one or more institutions, as purchase contract agent (each, a “ Purchase Contract Agent ”), each to be identified in the applicable Purchase Contract Agreement, on behalf of the holders from time to time of the Purchase Contracts.

p. 2

In arriving at the opinions expressed below, we have reviewed the Registration Statement, including the form of Unit Agreement and the form of Purchase Contract Agreement. In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such records of the Bank and such other instruments and other certificates of public officials, officers and representatives of the Bank and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

1. The Purchase Contracts will be valid, binding and enforceable obligations of the Bank

2. The Units will be valid, binding and enforceable obligations of the Bank.

In rendering the opinions expressed above, we have further assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws, (ii) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement, (iii) the terms of the Securities will conform, where applicable, to the respective forms thereof that have been filed as exhibits to the Registration Statement and the terms of all Securities will conform in all material respects to the respective descriptions thereof in the Prospectus which is part of the Registration Statement (the “ Prospectus ”), (iv) the terms of all Securities will not violate any applicable law, be such so as to require the Bank to register as an investment company under the U.S. Investment Company Act of 1940, as amended, result in a default under or breach of any agreement or instrument binding upon the Bank or violate any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, (v) the Securities will be sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, (vi) the Bank will authorize the offering and issuance of the Purchase Contracts or Units and will authorize, execute and deliver the applicable Purchase Contract Agreement, Unit Agreement with any amendments thereto and

p. 3

any other document contemplated thereby or by the Registration Statement and will take any other appropriate additional corporate action, and (vii) certificates, if required, representing the Securities will be duly executed and delivered and, to the extent required by any applicable agreement, duly authenticated and countersigned.

We express no opinion as to the enforceability of the provisions of the Purchase Contract Agreement or the Unit Agreement, relating to currency indemnity.

The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York.


	CLEARY GOTTLIEB STEEN & HAMILTON LLP
	By
		[ • ], a Partner

Exhibit 5.2

[Letterhead of Deutsche Bank AG]

Deutsche Bank Aktiengesellschaft

Theodor-Heuss-Allee 70

D-60486 Frankfurt am Main

Germany

September 29, 2009

Ladies and Gentlemen:

In our capacity as Counsel of Deutsche Bank Aktiengesellschaft (the “Bank”) we have advised the Bank as to matters of German law in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) of an unspecified aggregate initial offering price or number of ordinary shares of the Bank (the “Shares”), tradable subscription rights to subscribe for Shares (the “Rights”), unsecured debt securities (the “Debt Securities”) of the Bank, warrants (“Warrants”) of the Bank, purchase contracts (“Purchase Contracts”) of the Bank, units (“Units”) of the Bank, company preferred securities (the “Company Preferred Securities”) of Deutsche Bank Capital Funding LLC XII (the “Company”), trust preferred securities (the “Trust Preferred Securities”) of Deutsche Bank Capital Funding Trust XII (the “Trust”) and subordinated guarantees of the Bank (the “Subordinated Guarantees”) issued in connection with the Company Preferred Securities and the Trust Preferred Securities (collectively, the “Securities”) on Form F-3 (the “Registration Statement”).

Terms not defined herein shall have the same meaning as in the Registration Statement.

For the purpose of this opinion we have examined the following documents (the “Documents”):

(a) a draft of the Registration Statement dated as of September 29, 2009 and certain exhibits (“Exhibits”) filed with the Registration Statement;

(b) the Articles of Association ( Satzung ) of the Bank as presently in force (the “Articles”); and

We have assumed that:

(i) all signatures on all documents submitted to us are genuine and that copies of all documents submitted to us are complete and conform to the originals;

(ii) the Registration Statement will be executed and filed in the form of the draft reviewed by us and the agreements and indentures filed as Exhibits to the Registration Statement that have been reviewed by us will, when duly executed by all parties thereto in substantially the form filed as an Exhibit to the Registration Statement, be valid, binding and enforceable under the laws of the State of New York and the State of Delaware, as applicable, by which they are expressed to be governed;

(iii) none of the documents furnished to us has been amended, supplemented or terminated;

(iv) the issuance of the Shares will be made in accordance with the Articles; and

(v) all relevant documents are or will be within the capacity and powers of, and have been or will be validly authorized, executed and delivered by, each party thereto, except that no such assumption is made as to the authorization, execution and delivery of any such agreement by the Bank.

Based upon the foregoing we are of the opinion that:

(1) The Bank is duly organized and validly existing as a stock corporation ( Aktiengesellschaft ) under the laws of the Federal Republic of Germany and has the corporate power to, and has taken all necessary corporate action to, execute, deliver and file the Registration Statement.

(2) Upon (i) the adoption of the appropriate resolutions relating to the increase of the Bank’s share capital, (ii) the receipt by the Bank of the consideration specified in the relevant resolution and (iii) the registration of the execution of the capital increase in respect of the Shares with the Commercial Register ( Handelsregister ) of the District Court of Frankfurt am Main, Germany, the Shares will have been duly authorized by all necessary corporate action and will be validly issued, fully paid and non-assessable.

(3) If and when the Rights come into existence in accordance with the German Stock Corporation Act (Aktiengesetz), they will constitute valid and legally binding obligations of the Bank.

(4) When the Registration Statement has become effective under the Securities Act, the indentures relating to the Debt Securities have been duly authorized, executed and delivered, the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the respective indenture so as not to violate German law and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and the Debt Securities have been duly executed and authenticated in accordance with the respective indenture and issued and sold as contemplated in the Registration Statement, the Debt Securities will constitute valid and legally binding obligations of the Bank which, if incurred through a branch office of the Bank, are to be performed through such branch office and which are enforceable in accordance with their respective terms.

(5) When the Registration Statement has become effective under the Securities Act, the warrant agreements described in the Registration Agreement under which Warrants are to be issued have been duly authorized, executed and delivered, the terms of the Warrants and of their issuance and sale have been duly established in conformity with the respective warrant agreement relating to each series of the Warrants so as not to violate German law and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and the Warrants have been duly executed and authenticated in accordance with the respective warrant agreement and issued and sold as contemplated in the Registration Statement, the Warrants will constitute valid and legally binding obligations of the Bank which, if incurred through a branch office of the Bank, are to be performed through such branch office and which are enforceable in accordance with their respective terms.

(6) When the Registration Statement has become effective under the Securities Act, the purchase contracts agreements described in the Registration Agreement under which Purchase Contracts are to be issued have been duly authorized, executed and delivered, the terms of the Purchase Contracts and of their issuance and sale have been duly established in conformity with the respective purchase contract agreement relating to each series of the Purchase Contracts so as not to violate German law and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and the Purchase Contracts have been duly executed and authenticated in accordance with the respective purchase contract and issued and sold as contemplated in the Registration Statement, the Purchase Contracts will constitute valid and legally binding obligations of the Bank which, if incurred through a branch office of the Bank, are to be performed through such branch office and which are enforceable in accordance with their respective terms.

(7) When the Registration Statement has become effective under the Securities Act, the unit agreements described in the Registration Agreement under which Units are to be issued have been duly authorized, executed and delivered, the terms of the Units and of their issuance and sale have been duly established in conformity with the respective unit agreement relating to each series of the Units so as not to violate German law and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and the Units have been duly executed and authenticated in accordance with the respective unit agreement and issued and sold as contemplated in the Registration Statement, the Units will constitute valid and legally binding obligations of the Bank which, if incurred through a branch office of the Bank, are to be performed through such branch office and which are enforceable in accordance with their respective terms.

(8) When the Registration Statement has become effective under the Securities Act, the subordinated guarantee agreements have been duly authorized, executed and delivered, the terms

of the Subordinated Guarantees and the issuance of the Trust Preferred Securities and the Company Preferred Securities have been duly established in conformity with the guarantee agreements so as not to violate German law and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank, and the Trust Preferred Securities and the Company Preferred Securities have been issued as contemplated in the Registration Statement, the Subordinated Guarantees will constitute a valid and legally binding obligation of the Bank which, if incurred through a branch office of the Bank, are to be performed through such branch office and which are enforceable in accordance with its terms.

This opinion is subject to the following qualifications:

(A) enforcement of the Securities may be limited by bankruptcy, insolvency, liquidation, reorganization, limitation and other laws of general application, or by governmental acts, relating to or affecting the rights of creditors;

(B) enforcement of rights may be limited by statutes of limitation or lapses of time;

(C) courts in Germany (assuming they accept jurisdiction) do not apply provisions of foreign law to the extent such provisions are obviously irreconcilable with essential principles of German law, in particular rights under constitutional law of Germany;

(D) any judicial proceedings in Germany enforcing rights will be subject to the rules of civil procedure as applied by the courts in Germany, which inter alia and without limitation, might require the translation of foreign language documents into the German language;

(E) we do not express an opinion as to any rights and obligation the Bank may have or appears to have against itself.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name in the prospectus included in the Registration Statement under the heading “Legal Matters”. In giving such consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

This opinion is furnished by us, as Counsel of the Bank, in connection with the filing of the Registration Statement and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written approval in each instance, or relied upon by any other person.

This opinion shall be governed by and construed in accordance with the laws of Germany.

Very truly yours,


/s/ Volker Butzke		/s/ Mathias Otto

Volker Butzke		Mathias Otto

Senior Counsel of Deutsche Bank AG		Deputy General Counsel to the Management Board of Deutsche Bank AG

Exhibit 5.3

[Letterhead of Richards, Layton & Finger, P.A.]

September 29, 2009

To Each of the Persons Listed
on Schedule A Attached Hereto


		Re:		Deutsche Bank Capital Funding LLC XII and
				Deutsche Bank Capital Funding Trust XII

Ladies and Gentlemen:

We have acted as special Delaware counsel for Deutsche Bank Capital Funding LLC XII, a Delaware limited liability company (the “Company”), and Deutsche Bank Capital Funding Trust XII, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Formation of the Company, dated as of April 24, 2008, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 24, 2008 (the “LLC Certificate”);

(b) The Limited Liability Company Agreement of the Company, dated as of April 24, 2008, entered into by Deutsche Bank Aktiengesellschaft (the “Bank”);

(c) The Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 24, 2009, entered into by the Bank;

(d) A form of Amended and Restated Limited Liability Company Agreement of the Company, including the By-Laws of the Company attached thereto as Annex A, and including annexes B, C and D (the “LLC Agreement”);

(e) The Certificate of Trust of the Trust (the “Trust Certificate”), as filed in the office of the Secretary of State on April 25, 2008;

(f) The Trust Agreement of the Trust, dated as of April 24, 2008, among the Company, as sponsor, Deutsche Bank Trust Company Delaware, as Delaware trustee, and The Bank of New York, as property trustee;

(g) The Unanimous Written Consent with Respect to the Trust, dated as of August 25, 2009;

To Each of the Persons Listed
on Schedule A Attached Hereto
September 29, 2009
Page 2

(h) The Amended and Restated Trust Agreement of the Trust, dated as of September 24, 2009, among the Company, as sponsor, Deutsche Bank Trust Company Delaware, as Delaware trustee, and The Bank of New York Mellon (formerly The Bank of New York) (“BONY”), as property trustee;

(i) A form of Amended and Restated Trust Agreement of the Trust (the “Trust Agreement”), to be entered into among the Bank, the Company, as sponsor, the holders from time to time of Trust Securities (as defined therein), and the Trustees (as defined therein) (the “Trustees”);

(j) The Registration Statement on Form F-3, filed with the Securities and Exchange Commission on September 29, 2009 (the “Registration Statement”), including a related prospectus (the “Prospectus”), relating to various securities including Preferred Securities of the Company (each, an “LLC Preferred Security” and collectively, the “LLC Preferred Securities”) and Trust Preferred Securities of the Trust (each, a “Trust Preferred Security” and collectively, the “Trust Preferred Securities”);

(k) A Certificate of Good Standing for the Company, dated September 28, 2009, obtained from the Secretary of State; and

(l) A Certificate of Good Standing for the Trust, dated September 28, 2009, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the LLC Agreement.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (l) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (l) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the LLC Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of members to, and the creation, operation, management and termination of, the Company, and that the LLC Agreement and the LLC Certificate are in full force and effect and have not been amended, (ii) that the Trust Agreement constitutes the entire agreement

To Each of the Persons Listed
on Schedule A Attached Hereto
September 29, 2009
Page 3

among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation, management and termination of the Trust, and that the Trust Agreement and the Trust Certificate are in full force and effect and have not been amended, (iii) except to the extent provided in paragraphs 1 and 4 below, the due creation or the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation or organization or formation, (iv) the legal capacity of natural persons who are signatories to the documents examined by us, (v) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (vi) the due authorization, execution, authentication and delivery by all parties thereto of all documents examined by us, (vii) the acquisition of the LLC Preferred Securities by the Trust in connection with its purchase of LLC Preferred Securities, and the payment for the LLC Preferred Securities acquired by it, in accordance with the LLC Agreement and as contemplated by the Registration Statement, (viii) the receipt by each Person to whom a Trust Preferred Security is to be issued by the Trust (each a “Holder” and collectively, the “Holders”) of a certificate substantially in the form of the trust preferred security certificate attached to the Trust Agreement as Exhibit A-1 and the payment for the Trust Preferred Securities acquired by it, in accordance with the Trust Agreement and as contemplated by the Registration Statement, (ix) that the books and records of the Company set forth the names and addresses of all persons and entities to be admitted as members of the Company and the dollar value of each member’s contributions to the Company, (x) that the LLC Preferred Securities are issued and sold to the Trust in accordance with the LLC Agreement and as contemplated by the Registration Statement, and (xi) that the Trust Preferred Securities are issued and sold to the Holders in accordance with the Trust Agreement and as contemplated by the Registration Statement. We have not participated in the preparation of the Registration Statement (except for providing this opinion) and assume no responsibility for its contents, other than this opinion.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Company has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq .).

2. The LLC Preferred Securities to be issued to the Trust will be duly authorized and validly issued and, subject to the qualifications set forth in paragraph 3 below, will be fully paid and nonassessable limited liability company interests in the Company.

To Each of the Persons Listed
on Schedule A Attached Hereto
September 29, 2009
Page 4

3. The Trust, as a member of the Company, shall not be obligated personally for any of the debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise solely by reason of being a member of the Company, except as the Trust may be obligated to make payments provided for in the LLC Agreement and to repay any funds wrongfully distributed to it.

4. The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq .).

5. The Trust Preferred Securities will be duly authorized by the Trust Agreement, will be duly and validly issued and, subject to the qualifications set forth in paragraph 6 below, fully paid and nonassessable interests in the Trust.

6. The Holders, in their capacity as such, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Holders may be obligated to make payments as set forth in the Trust Agreement.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We also consent to Cleary, Gottlieb, Steen & Hamilton LLP’s relying as to matters of Delaware law upon this opinion in connection with opinions to be rendered by them in connection with the Registration Statement. In addition, we hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons or entities whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose.

Very truly yours,

/s/ RICHARDS, LAYTON & FINGER, P.A.

EAM/JGL/CMM

SCHEDULE A

Deutsche Bank Capital Funding LLC XII

Deutsche Bank Capital Funding Trust XII

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Supervisory Board of
Deutsche Bank Aktiengesellschaft

We consent to the use of our reports dated March 11, 2009, with respect to the consolidated balance sheets of Deutsche Bank Aktiengesellschaft and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, recognized income and expense, and cash flows for each of the years in the three-year period ended December 31, 2008, and the effectiveness of internal control over financial reporting as of December 31, 2008, incorporated herein by reference and to the reference to our firm under the heading “Independent Registered Public Accounting Firm” in the prospectus.

Our report dated March 11, 2009 with respect to the aforementioned consolidated financial statements refers to the fact that Deutsche Bank Aktiengesellschaft and subsidiaries have changed their accounting policy for the recognition of actuarial gains and losses related to post-employment benefits for defined benefit plans in accordance with IAS 19 “Employee Benefits” and have changed their method of accounting for certain financial assets in the year ended December 31, 2008 following the adoption of “Reclassification of Financial Assets” (Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” and IFRS 7 “Financial Instruments: Disclosures”).

KPMG AG
Wirtschaftsprüfungsgesellschaft

Frankfurt am Main (Germany)
September 29, 2009

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

LAW DEBENTURE TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)


New York		01-0622605
(Jurisdiction of incorporation or		(I.R.S. Employer Identification Number)
organization if not a U.S. national bank)

400 Madison Avenue, 4 ^th Floor, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Law Debenture Trust Company of New York,
400 Madison Avenue, 4 ^th Floor
New York, NY 10017, James D. Heaney, Managing Director, (212) 750-6474
(Name, address and telephone number of agent for services)

Deutsche Bank Akteingesellschaft
(Exact name of obligor as specified in its charter)


Federal Republic of Germany		Not Applicable
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)

Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
(ph: 011-49-69-910-00)
(Address of principal executive offices)

Debt Securities

(Title of the indenture securities)

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

		Yes.

2.		Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.

		None.

16.		List of Exhibits.

		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Law Debenture Trust Company of New York, a trust company organized and existing under the laws of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 25th day of September, 2009.


	LAW DEBENTURE TRUST COMPANY OF NEW YORK (Trustee)
	By:	/s/ JAMES D. HEANEY
		James D. Heaney
		Managing Director

Exhibit 7

T-1 Item 16

Consolidated Report of Condition (attached as Exhibit A hereto) of

LAW DEBENTURE TRUST COMPANY OF NEW YORK

of 400 Madison Avenue, New York, NY 10017,

a limited purpose trust company (“LDTC-NY”) and U.S. subsidiary of Law Debenture Corporation plc, London, England (“Law Debenture”), at the close of business June 30, 2009, published with the Federal Financial Institutions Examination Council/Board of Governors of the Federal Reserve System, and in accordance with Chapter 2 of the Consolidated Laws of the State of New York Banking Department license granted on May 8, 2002.

Prior to this Consolidated Report of Condition dated June 30, 2009, a Guarantee and Keep Well Agreement (attached as Exhibit B hereto) was executed by subsidiaries of Law Debenture, to effect capitalization of LDTC-NY in the total aggregate amount of $50,000,000, on July 12, 2002.

I, Kenneth J. Portera, Chief Executive Officer of Law Debenture Trust Company of New York do hereby declare that this Report of Condition has been prepared in conformace with instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

IN WITNESS WHEREOF, I have executed this certificate the 11 ^th day of September, 2009.


	/s/ KENNETH J. PORTERA
	Kenneth J. Portera
	Chief Executive Officer Law Debenture Trust Company of New York

I, James D. Heaney, Managing Director of Law Debenture Trust Company of New York, do hereby attest that the signature set forth above is the true and genuine signature of Kenneth J. Portera, Chief Executive of Law Debenture Trust Company of New York.


Attested by:	/s/ JAMES D. HEANEY
	Its: Managing Director

FFIEC 041
Page RC-1
13

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for September 30, 2009

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC-Balance Sheet


Dollar Amounts in Thousands			RCON		Bil	Mil		Thou
ASSETS
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a. Noninterest-bearing balances and currency and coin(1)			0081					367	1.a.
	b. Interest-bearing balances(2)			0071			4		260	1.b.
2.	Securities:
	a. Held-to-maturity securities (from Schedule RC-B, column A)			1754						2.a.
	b. Available-for-sale securities (from Schedule RC-B, column D)			1773						2.b.
3.	Federal funds sold and securities purchased under agreements to resell:
	a. Federal funds sold			B987						3.a.
	b. Securities purchased under agreements to resell(3)			B989						3.b.
4.	Loans and lease financing receivables (from Schedule RC-C):
	a. Loans and leases held for sale			5369						4.a.
	b. Loans and leases, net of unearned income	B528								4.b.
	c. LESS: Allowance for loan and lease losses	3123								4.c.
	d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529						4.d.
5.	Trading assets (from Schedule RC-D)			3545						5.
6.	Premises and fixed assets (including capitalized leases)			2145						6.
7.	Other real estate owned (from Schedule RC-M)			2150						7.
8.	Investments in unconsolidated subsidiaries and associated companies			2130						8.
9.	Direct and indirect investments in real estate ventures			3656						9.
10.	Intangible assets:
	a. Goodwill			3163						10.a.
	b. Other intangible assets (from Schedule RC-M)			0426						10.b.
11.	Other assets (from Schedule RC-F)			2160			1		086	11.
12.	Total assets (sum of items 1 through 11)			2170			5		713	12.


(1)		Includes cash items in process of collection and unposted debits.

(2)		Includes time certificates of deposit not held for trading.

(3)		Includes all securities resale agreements, regardless of maturity.

FFIEC 041
Page RC-1
14

Schedule RC—Continued


Dollar Amounts in Thousands			RCON		Bil	Mil		Thou
LIABILITIES
13.	Deposits:
	a. In domestic offices (sum of totals of columns A and C from Schedule RC-E			2200						13.a.
	(1) Noninterest-bearing(1)	6631								13.a.	(1)
	(2) Interest-bearing	6636								13.a.	(2)
	b. Not applicable
14.	Federal funds purchased and securities sold under agreements to repurchase:
	a. Federal funds purchased(2)			B993						14.	a.
	b. Securities sold under agreements to repurchase(3)			B995						14.	b.
15.	Trading liabilities (from Schedule RC-D)			3548						15.
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190						16.
17.	and 18. Not applicable
19.	Subordinated notes and debentures(4)			3200						19.
20.	Other liabilities (from Schedule RC-G)			2930			2		328	20.
21.	Total liabilities (sum of items 13 through 20)			2948			2		328	21.
22.	Not applicable
EQUITY CAPITAL
	Bank Equity Capital
23.	Perpetual preferred stock and related surplus			3838						23.
24.	Common stock			3230					1	24.
25.	Surplus (excludes all surplus related to preferred stock)			3839			3		175	25.
26.	a. Retained earnings			3632					209	26.	a.
	b. Accumulated other comprehensive income(5)			B530						26.	b.
	c. Other equity capital components(6)			A130						26.	c.
27.	a. Total bank equity capital (sum of items 23 through 26.c)			3210			3		385	27.	a.
	b. Noncontrolling (minority) interests in consolidated subsidiaries			3000						27.	b.
28.	Total equity capital (sum of items 27.a and 27.b)			G105			3		385	28.
29.	Total liabilities and equity capital (sum of items 21 and 28)			3300			5		713	29.

Memoranda

To be reported with the March Report of Condition.


		RCON		Number
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2008		6724		M.1.


1	=	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2	=	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3	=	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4	=	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5	=	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6	=	Review of the bank’s financial statements by external auditors

7	=	Compilation of the bank’s financial statements by external auditors

8	=	Other audit procedures (excluding tax preparation work)

9	=	No external audit work

To be reported with the March Report of Condition.

RCON

Bank’s fiscal year-end date

8678

M.2.


(1)		Includes total demand deposits and noninterest-bearing time and savings deposits

(2)		Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(3)		Includes all securities repurchase agreements, regardless of maturity.

(4)		Includes limited-life preferred stock and related surplus

(5)		Includes net unrealized holdig gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments.

(6)		Includes treasury stock and unearned Employee Stock Ownership Plan shares.

GUARANTEE AND KEEP WELL AGREEMENT

This Guarantee and Keep Well Agreement (the “Agreement”) dated as of July___, 2002 is entered into by and among Law Debenture Guarantee Limited (the “Guarantor”), LDC Trust Management Limited (the “Parent”), and Law Debenture Trust Company of New York (the “Trust Company”).

WHEREAS, the Guarantor and the Trust Company are wholly-owned subsidiaries of the Parent;

WHEREAS, in order to enable the Trust Company to conduct its corporate trust business and meet qualification requirements of documents pertaining to its acceptance of trust appointments, the Trust Company requires combined capital and surplus of U.S. $50,000,000; and

WHEREAS, the Parent and the Guarantor have determined that the execution and delivery by them of this Agreement is necessary in order for the Trust company to conduct, promote and attain corporate trust business n the United States.

Now, THEREFORE, in consideration of the premises herein and intending to be legally bound by this Agreement, each of the Guarantor, the Trust Company and the Parent herby agree as follows:

1. Stock Ownership .

During the term of this Agreement, the parent will own, indirectly or directly, all of the capital stock of the Trust Company and the Guarantor; provided, however, that, upon sixty (60) days’ prior written notice to and the consent of the Trust Company (which consent shall not be unreasonably withheld), the Guarantor may sell, transfer or otherwise assign any such capital stock (or any interest therein) that it now owns or may hereafter acquire.

2. Covenants of the Parent .

It is understood and agreed by all parties hereto that the obligations under Section 3(a) are solely those of the Guarantor and no recourse can be had in connection therewith against the Parent.

(a) The Parent agrees that during the term of this Agreement, it shall not, without the prior written consent of the Trust Company and the Guarantor, unless it has already contributed the Maximum Aggregate Capitalization Amount (as defined below), cause the ‘Guarantor to consolidate with or merge into any other corporation, or liquidate, wind up or dissolve the Guarantor (or otherwise cause the Guarantor to suffer any liquidation, winding up or dissolution), or sell, transfer, lease or otherwise dispose of all or substantially all of its assets, whether now owned or hereafter acquired, to any person, except (i) the merger or consolidation of the Guarantor and any person, provided, that the surviving corporation is the Guarantor, and (ii) sales, transfers, leases and other dispositions of assets in the ordinary course of the Guarantor’s business, provided, that such sale, transfer, lease or other disposition of assets does not materially adversely affect the Guarantor’s ability to perform its obligations hereunder.

(b) If, during the term of this Agreement, the Guarantor is unable or refuses to perform its obligations under section 3(a) of this Agreement, the Parent may, at its option or at the request of

the Trust Company, cause such obligations to be performed. During the term of this Agreement, the Parent agrees to monitor the financial condition and management of the Guarantor and the Trust Company.

3. The Guarantee

(a) The Guarantor herby guarantees a combined capital and surplus to the Trust Company in the amount of U.S.$50 million, provided, however, that the maximum amount of capitalization shall not at any time exceed U.S.$50,000,000 in the aggregate (the “Maximum Aggregate Capitalization Amount”). Under no circumstances shall the Guarantor be required to pay or contribute any amounts in excess of the Maximum Aggregate Capitalization Amount hereunder.

(b) If, during the term of this Agreement, the Trust Company is unable to make timely payment of any debt, liability or other obligation as the same shall become due (the “Guaranteed Obligations”), the Trust Company shall request from the Guarantor, and the Guarantor promptly shall provide the Trust Company, pursuant to its obligations under (a) above, such funds (in the form of cash or liquid assets in an amount sufficient to permit the Trust Company to make timely payment in respect of such debt, liability or other obligation) as equity, provided, however, that such Guaranteed Obligations shall not in the aggregate exceed the Maximum Aggregate Capitalization Amount. Any request for payment pursuant to this section shall specifically identify the debt, liability or other obligation in respect of which the Trust Company is unable to make timely payment and with respect to which the Trust Company seeks funds not to exceed the Maximum Aggregate Capitalization Amount. Each of the Trust Company and the Guarantor hereby acknowledges that any funds provided by the Guarantor pursuant thereto shall be used solely to make payment with respect to such identified Guaranteed Obligation and not for any other purposes. Notwithstanding any termination of this Agreement as provided hereunder or otherwise, this Agreement shall continue in effect or be reinstated with respect to the payment of a debt, liability or an obligation which is rescinded or must otherwise be returned upon the insolvency, bankruptcy, dissolution or liquidation of the Trust Company, all as though such payment had not been made, provided, however, that such Guaranteed Obligations shall not in the aggregate exceed the Maximum Aggregate Capitalization Amount.

(c) Any payments made hereunder by the Guarantor to the Trust Company within 30 days after the end of a quarterly period shall be deemed to have been made as of the end of such period.

(d) This Agreement may be amended from time to time by mutual written consent of duly authorized officers of each of the Guarantor, the Parent and the Trust Company.

(e) This Agreement may be terminated only upon written notification to the Trust Company by the Guarantor and the Parent, and in no event shall termination occur earlier than ninety days following such written notification. Unless so terminated, this Agreement shall remain in effect for the duration of the Trust Company’s conducting of trust business in the United States.

(f) The Guarantor hereby waives any failure or delay on the part of the Trust Company in asserting or enforcing any of its rights or in making any claims or demands hereunder. The Trust Company may at any time, without the Guarantor’s consent, without notice to the Guarantor an without affecting or impairing the Trust Company’s rights, or impairing the Guarantor’s obligations hereunder, do any of the following with respect to any obligation: (a) grant renewals and extensions of time, for payment or otherwise, (b) accept new or additional documents,

instruments or agreements relating to or in substitution of said obligation, or (c) otherwise handle the enforcement of its respective rights and remedies in accordance with its business judgment.

(g) Nothing in this Agreement, express or implied, shall give to any person, other than the parties hereto and their successors and assigns hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.

(h) The covenants herein set forth shall be mutually binding upon, and inure to the mutual benefit of the Guarantor and its successors and assignees, the Trust Company and its respective successors and assignees, and to the Parent and its respective successors and assignees.

(i) The obligations of the Guarantor under this Agreement are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:

(i) any lack of validity or enforceability of this Agreement or any other document or instrument relating hereto;

(ii) any extension or renewal for one or more periods (whether or not longer than the original period) or change in the time, manner, or place or payment of, or in any other term of, all or any of the Guaranteed Obligations;

(iii) any change in the ownership of capital stock of the Trust Company or any change in the identity or structure of the Trust Company, whether by consolidation, merger or otherwise;

(iv) any release or amendment or waiver of or consent to departure from the terms of this Agreement; or

(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Guarantor in respect of the Guaranteed Obligations in respect of this Agreement.

4. Representations and Warranties .

(a) The Guarantor hereby represents that:

(i) the Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; and

(ii) the Guarantor has the requisite power and authority to execute, deliver, and perform its obligations under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

(b) The Parent hereby represents that the Parent owns directly or indirectly 100% of the issued and outstanding voting common stock of the Trust Company and the Guarantor.

5. Governing Law and Submission to Jurisdiction .

(a) Governing Law — This Agreement shall be governed by and construed in accordance with the laws of the Stat of New York, without regard to principles of conflicts of law.

(b) The Parent and the Guarantor herby irrevocably consent to and hereby submit themselves to the jurisdiction of the United States District court of the Southern District of New York (the “New York Court”) solely in connection with any proceeding relating hereto.

(c) The Parent and the Guarantor hereby severally represent and warrant each in respect of itself alone that it has no right to immunity from the service of process or jurisdiction or any judicial proceedings of any competent court located pursuant to section (b) above or from execution of any judgment in the United States or from the execution or enforcement therein of any arbitration decision in respect of any suit, action, proceeding or any other matter solely arising out of or relating to its obligations under this Agreement or the transactions contemplated hereby, and to the extent that the Parent or the Guarantor is or becomes entitled to any such immunity with respect to the service of process or jurisdiction or any judicial proceedings of any competent court located pursuant to section (b) above, and to the extent permitted by law, it does hereby and will irrevocably and unconditionally agree not to plead or claim any such immunity solely with respect to its obligations hereunder or any other matter under or arising out of or in connection with this Agreement or the transactions contemplated hereby.

IN WITNESS WHEREOF, each of the Guarantor, the Trust Company and the Parent have caused this Agreement to be executed by their respective duly authorized officers as of this 12 day of July 2002.


LAW DEBENTURE GUARANTEE LIMITED
By:	/s/ CAROLINE J. BANSZKY
Name:	Caroline J. Banszky
Title:	Director

LDC TRUST MANAGEMENT LIMITED
By:	/s/ JULIAN MASON-JEBB
Name:	Julian Mason-Jebb
Title:	Director

LAW DEBENTURE TRUST COMPANY OF NEW YORK
By:	/s/ NJ KUENSTNER
Name:	NJ Kuenstner
Title:	President

Exhibit 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)


New York		13-5160382
(State of incorporation		(I.R.S. employer
if not a U.S. national bank)		identification no.)

One Wall Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

DEUTSCHE BANK AKTIENGESELLSCHAFT
(Exact name of obligor as specified in its charter)

DEUTSCHE BANK CORPORATION
(Translation of Registrant’s name into English)


Federal Republic of Germany		Not Applicable
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany		(Zip code)
(Address of principal executive offices)

Subordinated Guarantee of Company Preferred Securities
of Deutsche Bank Capital Funding LLC XII
(Title of the indenture securities)

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

		Yes.

2.		Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.

		None.

16.		List of Exhibits.

		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

	4.		A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

	6.		The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 25th day of September, 2009.


		THE BANK OF NEW YORK MELLON

		By:		/s/ Cheryl Clarke
				Name: Cheryl Clarke
				Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2009, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.


	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,228,000
Interest-bearing balances		56,028,000
Securities:
Held-to-maturity securities		6,782,000
Available-for-sale securities		39,436,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,319,000
Securities purchased under agreements to resell		50,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		29,318,000
LESS: Allowance for loan and lease losses		414,000
Loans and leases, net of unearned income and allowance		28,904,000
Trading assets		6,282,000
Premises and fixed assets (including capitalized leases)		1,115,000
Other real estate owned		6,000
Investments in unconsolidated subsidiaries and associated companies		830,000
Direct and indirect investments in real estate ventures		0
Intangible assets:


	Dollar Amounts
	In Thousands
Goodwill		4,949,000
Other intangible assets		1,514,000
Other assets		11,560,000

Total assets		162,003,000


LIABILITIES
Deposits:
In domestic offices		57,327,000
Noninterest-bearing		32,885,000
Interest-bearing		24,442,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		74,161,000
Noninterest-bearing		2,846,000
Interest-bearing		71,315,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		414,000
Securities sold under agreements to repurchase		13,000
Trading liabilities		6,144,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		2,695,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		5,064,000

Total liabilities		149,308,000


EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,297,000
Retained earnings		7,991,000
Accumulated other comprehensive income		-5,097,000
Other equity capital components		0
Total bank equity capital		12,326,000
Noncontrolling (minority) interests in consolidated subsidiaries		369,000
Total equity capital		12,695,000


Total liabilities and equity capital		162,003,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.


		Thomas P. Gibbons,
		Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.



Gerald L. Hassell
Robert P. Kelly				Directors
Catherine A. Rein

Exhibit 25.3

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)


New York (State of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)

One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)

DEUTSCHE BANK AKTIENGESELLSCHAFT
(Exact name of obligor as specified in its charter)

DEUTSCHE BANK CORPORATION
(Translation of Registrant’s name into English)


Federal Republic of Germany (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. employer identification no.)

Theodor-Heuss-Allee 70 60486 Frankfurt am Main Germany (Address of principal executive offices)		(Zip code)

Subordinated Guarantee of Trust Preferred Securities
of Deutsche Bank Capital Funding Trust XII
(Title of the indenture securities)

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

		Yes.

2.		Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.

		None.

16.		List of Exhibits.

		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .

	4.		A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

	6.		The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE


	THE BANK OF NEW YORK MELLON
	By:	/s/ Cheryl Clarke
		Name: Cheryl Clarke
		Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,


	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,228,000
Interest-bearing balances		56,028,000
Securities:
Held-to-maturity securities		6,782,000
Available-for-sale securities		39,436,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,319,000
Securities purchased under agreements to resell		50,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		29,318,000
LESS: Allowance for loan and lease losses		414,000
Loans and leases, net of unearned income and allowance		28,904,000
Trading assets		6,282,000
Premises and fixed assets (including capitalized leases)		1,115,000
Other real estate owned		6,000
Investments in unconsolidated subsidiaries and associated companies		830,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		4,949,000
Other intangible assets		1,514,000


	Dollar Amounts
	In Thousands
Other assets		11,560,000

Total assets		162,003,000


LIABILITIES
Deposits:
In domestic offices		57,327,000
Noninterest-bearing		32,885,000
Interest-bearing		24,442,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		74,161,000
Noninterest-bearing		2,846,000
Interest-bearing		71,315,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		414,000
Securities sold under agreements to repurchase		13,000
Trading liabilities		6,144,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		2,695,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		5,064,000

Total liabilities		149,308,000


EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,297,000
Retained earnings		7,991,000
Accumulated other comprehensive income		-5,097,000
Other equity capital components		0
Total bank equity capital		12,326,000
Noncontrolling (minority) interests in consolidated subsidiaries		369,000
Total equity capital		12,695,000


Total liabilities and equity capital		162,003,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.


		Thomas P. Gibbons,
		Chief Financial Officer



Gerald L. Hassell
Robert P. Kelly				Directors
Catherine A. Rein

Exhibit 25.4

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)


New York (State of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)

One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)

DEUTSCHE BANK CAPITAL FUNDING TRUST XII
(Exact name of obligor as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		26-6659002 (I.R.S. employer identification no.)

60 Wall Street New York, New York (Address of principal executive offices)		10005 (Zip code)

Trust Preferred Securities
(Title of the indenture securities)

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

		Yes.

2.		Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.

		None.

16.		List of Exhibits.

		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .

	4.		A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

	6.		The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE


	THE BANK OF NEW YORK MELLON
	By:	/s/ Cheryl Clarke
		Name: Cheryl Clarke
		Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,


	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,228,000
Interest-bearing balances		56,028,000
Securities:
Held-to-maturity securities		6,782,000
Available-for-sale securities		39,436,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,319,000
Securities purchased under agreements to resell		50,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		29,318,000
LESS: Allowance for loan and lease losses		414,000
Loans and leases, net of unearned income and allowance		28,904,000
Trading assets		6,282,000
Premises and fixed assets (including capitalized leases)		1,115,000
Other real estate owned		6,000
Investments in unconsolidated subsidiaries and associated companies		830,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		4,949,000
Other intangible assets		1,514,000


	Dollar Amounts
	In Thousands
Other assets		11,560,000

Total assets		162,003,000


LIABILITIES
Deposits:
In domestic offices		57,327,000
Noninterest-bearing		32,885,000
Interest-bearing		24,442,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		74,161,000
Noninterest-bearing		2,846,000
Interest-bearing		71,315,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		414,000
Securities sold under agreements to repurchase		13,000
Trading liabilities		6,144,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		2,695,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		5,064,000

Total liabilities		149,308,000


EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,297,000
Retained earnings		7,991,000
Accumulated other comprehensive income		-5,097,000
Other equity capital components		0
Total bank equity capital		12,326,000
Noncontrolling (minority) interests in consolidated subsidiaries		369,000
Total equity capital		12,695,000


Total liabilities and equity capital		162,003,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.


		Thomas P. Gibbons,
		Chief Financial Officer



Gerald L. Hassell
Robert P. Kelly				Directors
Catherine A. Rein

Exhibit 25.5

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)


New York		13-5160382
(State of incorporation		(I.R.S. employer
if not a U.S. national bank)		identification no.)

One Wall Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

DEUTSCHE BANK CAPITAL FUNDING LLC XII
(Exact name of obligor as specified in its charter)


Delaware		26-3782858
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

60 Wall Street
New York, New York		10005
(Address of principal executive offices)		(Zip code)

Company Preferred Securities
(Title of the indenture securities)

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

		Yes.

2.		Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.

		None.

16.		List of Exhibits.

		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .

	4.		A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

	6.		The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

	7.		A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE


	THE BANK OF NEW YORK MELLON
	By:	/s/ Cheryl Clarke
		Name: Cheryl Clarke
		Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,


	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,228,000
Interest-bearing balances		56,028,000
Securities:
Held-to-maturity securities		6,782,000
Available-for-sale securities		39,436,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,319,000
Securities purchased under agreements to resell		50,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		29,318,000
LESS: Allowance for loan and lease losses		414,000
Loans and leases, net of unearned income and allowance		28,904,000
Trading assets		6,282,000
Premises and fixed assets (including capitalized leases)		1,115,000
Other real estate owned		6,000
Investments in unconsolidated subsidiaries and associated companies		830,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		4,949,000
Other intangible assets		1,514,000


	Dollar Amounts
	In Thousands
Other assets		11,560,000

Total assets		162,003,000


LIABILITIES
Deposits:
In domestic offices		57,327,000
Noninterest-bearing		32,885,000
Interest-bearing		24,442,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		74,161,000
Noninterest-bearing		2,846,000
Interest-bearing		71,315,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		414,000
Securities sold under agreements to repurchase		13,000
Trading liabilities		6,144,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		2,695,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		5,064,000

Total liabilities		149,308,000


EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,297,000
Retained earnings		7,991,000
Accumulated other comprehensive income		-5,097,000
Other equity capital components		0
Total bank equity capital		12,326,000
Noncontrolling (minority) interests in consolidated subsidiaries		369,000
Total equity capital		12,695,000


Total liabilities and equity capital		162,003,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.


		Thomas P. Gibbons,
		Chief Financial Officer



Gerald L. Hassell
Robert P. Kelly				Directors
Catherine A. Rein