DEUTSCHE BANK AKTIENGESELLSCHAFT (Form: 6-K, Received: 11/16/2007 06:05:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2007

DEUTSCHE BANK CORPORATION

(Translation of Registrant’s Name Into English)

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

Explanatory note

This Report on Form 6-K contains the following exhibits. This Report on Form 6-K and such exhibits are hereby incorporated by reference into Registration Statement No. 333-137902 of Deutsche Bank AG.

Exhibit 99.1 : U.S. Distribution Agreement, dated as of November 15, 2007, between Deutsche Bank AG and Deutsche Bank Securities Inc., relating to Warrants (also incorporated as Exhibit 1.1(c) to Registration Statement No. 333-137902 of Deutsche Bank AG).

Exhibit 99.2 : U.S. Distribution Agreement, dated as of November 15, 2007, between Deutsche Bank AG and Deutsche Bank Trust Company Americas, relating to Warrants (also incorporated as Exhibit 1.1(d) to Registration Statement No. 333-137902 of Deutsche Bank AG).

Exhibit 99.3 : 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 (also incorporated as Exhibit 4.14 to Registration Statement No. 333-137902 of Deutsche Bank AG).

Forward-looking statements contain risks

This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. Any statement in this report that states our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our management agenda, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our SEC Form 20-F of March 27, 2007 on pages 9 through 15 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	D EUTSCHE B ANK A KTIENGESELLSCHAFT

Date: November 15, 2007

	By:	/s/ Helmut Mannhardt
	Name:	Helmut Mannhardt
	Title:	Vice President

	By:	/s/ Joseph J. Rice
	Name:	Joseph J. Rice
	Title:	Director

Exhibit 99.1

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

U.S. DISTRIBUTION AGREEMENT

November 15, 2007

To the Agents listed on the signature page hereof, and each person that shall have become an Agent as provided in Section 2(d) hereof:

Dear Sirs/Mesdames:

Deutsche Bank Aktiengesellschaft, a bank organized under the laws of the Federal Republic of Germany (the “ Bank ”), confirms its agreement with the Agents with respect to the issue and sale from time to time by the Bank, acting through one or more of its branches (each, an “ offering ”) of its warrants (the “ Securities ”) in one or more series.

The Securities will be issued pursuant to the provisions of a warrant agreement, dated as of November 15, 2007, among the Bank and Deutsche Bank Trust Company Americas, as issuing agent, paying agent and warrant agent (including any successor warrant agent thereunder, the “ Warrant Agent ”) (as such agreement may be supplemented or amended from time to time, the “ Warrant Agreement ”). The Securities will have the exercise dates, expiration or maturity dates, interest rates, the amount of cash or other property deliverable or payable upon exercise or maturity, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and in Term Sheets (as defined below).

On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree, upon such appointment, to use reasonable efforts to solicit and receive offers to purchase Securities upon terms acceptable to the Bank at such times and in such amounts as the Bank shall from time to time specify. In addition, you may also purchase Securities as principal pursuant to the terms of a terms agreement relating to such sale (a “ Terms Agreement ”) in accordance with the provisions of Section 2(b) hereof.

The Bank has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement (No. 333-137902), including a prospectus, relating to the Securities. Such registration statement, including the information incorporated by reference therein and the exhibits thereto, as amended at any Representation Date (as hereinafter defined), is hereinafter referred to as the “ Registration Statement .” The prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed with the Commission on November 15, 2007 (the “ Warrant Program Prospectus Supplement ”), any other prospectus

supplements and/or one or more product supplements and/or pricing supplements setting forth the terms of the Securities, including all material incorporated by reference therein, in the form in which such prospectus, prospectus supplement and/or product supplement(s) and/or final pricing supplement have most recently been filed, or transmitted for filing, with the Commission pursuant to paragraph (b) of Rule 424 of the rules and regulations adopted by the Commission under the Securities Act of 1933 (the “ Securities Act ”), is hereinafter referred to as the “ Prospectus .” The terms “ supplement ,” “ amendment ” and “ amend ” as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus by the Bank with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

1. Representations and Warranties . The Bank represents and warrants to and agrees with you as of the Commencement Date (as hereinafter defined), as of each date on which you solicit offers to purchase Securities, as of each date on which the Bank accepts an offer to purchase Securities (including any purchase by you as principal pursuant to a Terms Agreement), as of each date the Bank issues and delivers Securities, and as of each date the Registration Statement or the Prospectus is amended or supplemented, as follows (each, a “ Representation Date ”), it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement and the Prospectus, each as amended or supplemented to each such date:

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission; and no proceeding pursuant to Section 8A of the Securities Act against the Bank or any offering of the Securities has been initiated or threatened by the Commission. The Bank is not an “ineligible issuer” and is a “well-known seasoned issuer,” in each case as defined in Rule 405 under the Securities Act, in connection with the offering of the Securities.

(b)(i) On the date it became effective under the Securities Act, the Registration Statement conformed in all respects to the requirements of the Securities Act and the rules and regulations adopted by the Commission under the Securities Act (the “ Rules and Regulations ”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(ii) on the Commencement Date, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and

Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading,

except that no representation is made with respect to statements in or omissions from the Registration Statement or the Prospectus based upon written information furnished to the Bank by any Agent specifically for use therein or as to any Statement of Eligibility of a trustee under the Trust Indenture Act filed as an exhibit to the Registration Statement.

(c) The financial statements of the Bank and its consolidated subsidiaries included in the Registration Statement and Prospectus fairly present in all material respects the financial position of the Bank and its consolidated subsidiaries on a consolidated basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Bank and its consolidated subsidiaries for the periods specified; such financial statements have been prepared (a) for the period ending December 31, 2006, in conformity with generally accepted accounting principles (“ GAAP ”) and (b) for the period beginning January 1, 2007, in conformity with international financial reporting standards (“ IFRS ”) (reconciled to U.S. GAAP to the extent required by the rules and regulations of the Commission), in each case applied on a consistent basis throughout the periods involved, except as disclosed therein.

(d) KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftspruefungsgesellschaft, the accountants who certified the financial statements of the Bank and its consolidated subsidiaries included in the Registration Statement and Prospectus, are independent public accountants as required by the Securities Act and the rules thereunder, including Rule 2-01 of Regulation S-X.

(e) The Time of Sale Information at each Time of Sale and at the Commencement Date will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , that the Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Agent furnished to the Bank in writing by such Agent expressly for use in such Time of Sale Information.

“Time of Sale” shall mean any time at or prior to the confirmation of any sales of any Securities.

“Time of Sale Information” shall mean the Prospectus most recently filed or transmitted for filing as of such Time of Sale, each prospectus supplement to such Prospectus that relates to the sale of Securities confirmed at such Time of Sale that has been filed or transmitted for filing as of such Time of Sale, each preliminary prospectus or Term Sheet (as defined below), if any, that relates to the sale of Securities confirmed at such Time of Sale that has been filed or transmitted for filing as of such Time of Sale and each “ Free Writing Prospectus ” (as defined pursuant to Rule 405 under the Securities Act) that has been prepared by or on behalf of the Bank relating to such Securities.

(f) With respect to an issuance of Securities through you, the Bank (including its agents and representatives, other than the Agents in their capacity as such and selected dealers purchasing Securities as principal from the Agents) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities, other than a Free Writing Prospectus approved in advance by you. At each Time of Sale, each such Free Writing Prospectus included in the applicable Time of Sale Information complied in all material respects with the Securities Act, has been filed in accordance with the Securities Act (to the extent required thereby), did not conflict with the information contained in the Registration Statement and Prospectus and, when taken together with the Prospectus filed prior to such Free Writing Prospectus, did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , that the Bank makes no representation and warranty with respect to any statements or omissions made in each such Free Writing Prospectus in reliance upon and in conformity with information relating to any Agent furnished to the Bank in writing by such Agent expressly for use in any Free Writing Prospectus.

(g) The Bank has been duly organized and is validly existing as a bank under the laws of the Federal Republic of Germany and has the power and authority (corporate and other) to own its properties and conduct its businesses as described in the Prospectus. The Bank is registered as a foreign company in England and is an EEA Authorised institution authorized to carry out regulated activities (as defined in the Financial Services and Markets Act 2000) in England. The Bank is licensed, registered or qualified to conduct the business in which it is engaged in each jurisdiction where the conduct of its business or the location of its properties requires such licenses, registration or qualification, except for such jurisdictions where the failure to hold such licenses or to so register or qualify will not materially impair the Bank’s ability to make payments hereunder or under the Securities.

(h) Each of this Agreement and any applicable Written Terms Agreement (as hereinafter defined) has been duly authorized, executed and delivered by the Bank and constitutes the legal, valid and binding obligations of the Bank to be performed through the office through which it has been incurred, enforceable in accordance with its respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law.

(i) The Warrant Agreement has been duly authorized, executed and delivered by the Bank and is a valid and binding agreement of the Bank to be performed through the office through which it has been incurred, enforceable in accordance with its terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law.

(j) The forms of Securities have been duly authorized and established in conformity with the provisions of the Warrant Agreement and, when the Securities have been executed and authenticated in accordance with the provisions of the Warrant Agreement and delivered to and duly paid for by the purchasers thereof, the Securities will be entitled to the benefits of the Warrant Agreement and will be valid and binding obligations of the Bank to be performed through the office through which they have been incurred, enforceable in accordance with their respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law.

(k) The execution and delivery by the Bank of this Agreement, the Securities, the Warrant Agreement and any applicable Written Terms Agreement and the performance by the Bank of its obligations under this Agreement, the Securities, the Warrant Agreement, and any applicable Terms Agreement will not contravene any provision of applicable law or the Bank’s constitutive documents or any agreement or other instrument binding upon the Bank or any of its subsidiaries that is material to the Bank and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Bank or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Bank of its obligations under this Agreement, the Securities, the Warrant Agreement, and any applicable Terms Agreement, except 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; provided, that no representation is made or warranty given as to whether the purchase of the Securities constitutes a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

(l) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus.

(m) There are no legal or governmental proceedings pending or threatened to which the Bank or any of its subsidiaries is a party or to which any of the properties of the Bank or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.

(n) The Bank has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Bank and its subsidiaries, taken as a whole.

(o) The Bank is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Notwithstanding the foregoing, it is understood and agreed that the representations and warranties set forth in Section 1(j) and 1(k) (except as to due authorization of the forms of Securities), when made as of the Commencement Date, or as of any date on which you solicit offers to purchase Securities, with respect to any Securities the payments of principal or interest on which, or any other payments with respect to which, will be determined by reference to one or more currencies, commodities, securities of entities that may or may not be affiliated with the Bank, baskets of such securities, indices or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission.

2. Solicitations as Agents; Purchases as Principal .

(a) Solicitations as Agents . In connection with your actions as selling agents, you agree to use reasonable efforts to solicit offers to purchase Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by the applicable product supplement and/or the Free Writing Prospectus and/or final term sheet or pricing supplement. The Bank may from time to time offer Securities for sale otherwise than through an Agent.

The Bank reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Securities. Upon receipt of instructions from the Bank, you will forthwith suspend solicitations of offers to purchase Securities from the Bank until such time as the Bank has advised you that such solicitation may be resumed. While such solicitation is suspended, the Bank shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided , that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Securities, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Securities until the Bank has delivered such certificates, opinions and letters as you may request.

The Bank agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent, a commission in a form (which may be a discount from the price to public or a separate fee) and amount to be agreed upon and as specified in the Free Writing Prospectus or pricing supplement relating to such Securities. Without the prior approval of the Bank, no Agent (acting on an agency basis) may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Securities.

You shall communicate to the Bank, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Securities and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Securities sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

(b) Purchases as Principal . Each sale of Securities to you as principal shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Bank will enter into a Terms Agreement that will provide for the sale of such Securities to and the purchase thereof by you. Each Terms Agreement will take the form of either (i) a written agreement between you and the Bank, which may be substantially in the form of Exhibit A hereto (a “ Written Terms Agreement ”), or (ii) an oral agreement between you and the Bank confirmed in writing by either you to the Bank or the Bank to you.

Your commitment to purchase Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement relating to the Securities shall specify the notional amount of Securities to be purchased by you pursuant thereto, the price to be paid to the Bank for such Securities, the maturity date of such Securities, the interest rate and interest rate formula, if any, applicable to such Securities and any other terms of such Securities. Each such Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the Bank, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by you.

Each Terms Agreement shall specify the time and place of delivery of and payment for such Securities, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Securities to be purchased by you as principal pursuant to a Terms Agreement, as the case may be, is referred to herein as a “Settlement Date.”

Unless otherwise specified in a Terms Agreement, if you are purchasing Securities as principal you may resell such Securities to other dealers. Any such sales may be at a discount, which shall not exceed the amount set forth in the Free Writing Prospectus (available prior to the Time of Sale) or Pricing Supplement (as defined below), as applicable, relating to such Securities.

(c) Administrative Procedures . You and the Bank agree to perform the respective duties and obligations specifically provided to be performed in the Administrative Procedures for Warrants (the “ Administrative Procedures ”) that are attached hereto as Exhibit B, as amended from time to time. The Administrative Procedures may be amended only by written agreement of the Bank and you.

(d) Additional Agents . The Bank may from time to time appoint one or more additional financial institutions experienced in the distribution of securities similar to the Securities (each such additional institution herein referred to as an “ Additional Agent ”) as agent(s) hereunder pursuant to an agent accession letter (an “ Agent Accession Letter ”), substantially in the form attached hereto as Exhibit C, whereupon such Additional Agent shall, subject to the terms and conditions of this Agreement and the Agent Accession Letter, become a party to this Agreement as an agent, vested with all of the authority, rights and powers and subject to all the duties and obligations of an Agent as if originally named as an Agent hereunder. If the Bank shall appoint any Additional Agent(s) pursuant to an Agent Accession Letter in accordance with this subsection (d), the Bank shall provide each Agent with a copy of such executed Agent Accession Letter.

(e) Delivery . The documents required to be delivered by Section 4 of this Agreement as a condition precedent to your obligation to begin soliciting offers to purchase Securities as agent of the Bank shall be delivered at the office of Davis Polk & Wardwell, not later than 4:00 p.m., New York time, on the date hereof, or at such other time and/or place as you and the Bank may agree upon in writing, but in no event later than the day prior to the earlier of (i) the date on which you begin soliciting offers to purchase Securities pursuant to such Offering and (ii) the first date on which the Bank accepts any offer by you to purchase Securities as principal. The date of delivery of such documents is referred to herein as the “ Commencement Date .”

3. Agreements . The Bank agrees with you that:

(a) Before using, authorizing, approving, referring to or filing any Free Writing Prospectus pertaining to a Security being offered by you, the Bank will furnish to you and your counsel a copy of the proposed Free Writing Prospectus for review and will not use, authorize, approve, refer to or file any such Free Writing Prospectus to which you object in your reasonable judgment. The Bank will furnish to each Agent copies of the Prospectus and of the Registration Statement (including the exhibits thereto relating to the offering by the Bank thereunder of the Securities, but excluding the documents incorporated by reference), all amendments and supplements to the Prospectus and the Registration Statement, and each Free Writing Prospectus relating to the Securities to be offered and sold, in each case as soon as available and in such quantities as shall be reasonably requested. The Bank will prepare, prior to the applicable

Time of Sale, with respect to any Securities to be sold through or to the Agents, a Free Writing Prospectus in accordance with Section 3(a) hereof in the form of a term sheet or preliminary pricing supplement with respect to such Securities (a “ Term Sheet ”) and will file such Term Sheet with the Commission pursuant to Rule 433 under the Securities Act not later than the time specified by such rule. The Bank will file the final version of the Term Sheet, containing the final terms of the relevant Securities, as a pricing supplement pursuant to the requirements of Rule 424(b) of the Securities Act, two days after the earlier of the date such terms became final or the date of first use (each a “ Pricing Supplement ”).

(b) The Bank will promptly advise you (i) of the filing and effectiveness of any amendment to the Registration Statement, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) of the receipt by the Bank of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(c) If, at any time when a prospectus or Time of Sale Information relating to the Securities is required to be delivered under the Securities Act, any event occurs or condition exists as a result of which the Prospectus or Time of Sale Information, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus or Time of Sale Information, as then amended or supplemented, is delivered to a purchaser, not misleading, or if, in your opinion or in the opinion of the Bank, it is necessary at any time to amend or supplement the Prospectus or Time of Sale Information, as then amended or supplemented, to comply with applicable law, the Bank will immediately notify you by telephone (with confirmation in writing) to suspend solicitation of offers to purchase Securities and, if so notified by the Bank, you shall forthwith suspend such solicitation and cease using the Prospectus or Time of Sale Information, as then amended or supplemented. If the Bank shall decide to amend or supplement the Registration Statement, Prospectus or Time of Sale Information, as then amended or supplemented, it shall so advise you promptly by telephone (with confirmation in writing) and, at its expense, shall prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement, Prospectus or Time of Sale Information, as then amended or supplemented, satisfactory in all respects to you, that will correct such statement or omission or effect such compliance and will supply such amended or supplemented Prospectus or Time of Sale Information to you in such quantities as you may reasonably request. If any documents, certificates, opinions and letters furnished to you pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) in connection with the preparation and filing of such amendment or supplement are satisfactory in all respects to you, upon the filing with the Commission of such amendment or supplement to the Prospectus or upon the effectiveness of an amendment to the Registration Statement, you will resume the solicitation of offers to purchase Securities hereunder. Notwithstanding any other provision of this Section 3(c), until the distribution of any Securities you may own as principal has been completed, if any event described above in

this paragraph (c) occurs, the Bank will either, (1) at its own expense, forthwith prepare and cause to be filed as soon as practicable with the Commission an amendment or supplement to the Registration Statement, Prospectus or Time of Sale Information, as then amended or supplemented, satisfactory in all respects to you, will supply such amended or supplemented Prospectus or Time of Sale Information to you in such quantities as you may reasonably request and shall furnish to you pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) such documents, certificates, opinions and letters as you may reasonably request in connection with the preparation and filing of such amendment or supplement, or (2) repurchase such Securities at the price at which it sold them to you.

(d) The Bank will make generally available to its security holders and to you as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering twelve month periods beginning, in each case, not later than the first day of the Bank’s fiscal quarter next following the “effective date” (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of the Securities. If such fiscal quarter is the first fiscal quarter of the Bank’s fiscal year, such earning statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall be made not later than 45 days after the close of the period covered thereby.

(e) The Bank will endeavor, in cooperation with the Agents, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to maintain such qualifications for as long as may be required for the distribution of the Securities.

(f) During the term of this Agreement, the Bank shall furnish to you such relevant documents and certificates of officers of the Bank relating to the business, operations and affairs of the Bank, the Registration Statement, the Prospectus, any amendments or supplements thereto, any Time of Sale information, the Warrant Agreement, the Securities, this Agreement, the Administrative Procedures, any Terms Agreement and the performance by the Bank of its obligations hereunder or thereunder as you may from time to time reasonably request.

(g) The Bank shall notify you promptly in writing of any downgrading that occurs on or following the Commencement Date, or of its receipt of any notice on or following the Commencement Date of any intended or potential downgrading or of any review for possible change that does not indicate the direction of the possible change, in the long-term senior unsecured debt rating accorded the Bank by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(h) The Bank will, whether or not any sale of Securities is consummated, pay all expenses incident to the performance of its obligations under this Agreement and any Terms Agreement, including: (i) the preparation and filing of the Registration Statement, the Prospectus and all amendments and supplements thereto, and Time of Sale Information, (ii) the preparation, issuance and delivery

of the Securities, (iii) the fees and disbursements of the Bank’s counsel and accountants and of the Warrant Agent and its counsel, (iv) the qualification of the Securities under securities or Blue Sky laws in accordance with the provisions of Section 3(e), including filing fees and the fees and disbursements of your counsel in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any amendments or supplements thereto, and the Time of Sale Information (vi) the printing and delivery to you of copies of the Warrant Agreement, and any Blue Sky or Legal Investment Memoranda, (vii) any fees charged by rating agencies for the rating of the Securities, and (viii) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (the “ NASD ”), and (ix) the fees and disbursements of Davis Polk & Wardwell.

(i) The Bank acknowledges and agrees that (i) the purchase and sale of Securities pursuant to this Agreement, including the determination of the price for the Securities and your compensation, is, as far as the Bank is concerned, an arm’s-length commercial transaction between the Bank, on the one hand, and you, on the other hand, (ii) in connection therewith and with the process leading to such transaction, you are acting solely as a principal and not the agent (except to the extent explicitly set forth herein) or fiduciary of the Bank or any of its affiliates, (iii) you have not assumed any advisory or fiduciary responsibility in favor of the Bank or any of its affiliates with respect to the offering of Securities contemplated by this Agreement or the process leading thereto (irrespective of whether you have advised or are currently advising the Bank or any of its affiliates on other matters) or any other obligation to the Bank or any of its affiliates with respect to any offering of Securities except the obligations explicitly set forth in this Agreement, (iv) you and your affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Bank and its affiliates, and (v) you have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, and the Bank has consulted its own legal and financial advisors to the extent it deemed appropriate.

4. Conditions of the Obligations of the Agents . Your obligation to solicit offers to purchase Securities as agent of the Bank in connection with any offering of Securities and your obligation to purchase Securities as principal pursuant to any Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Bank herein, to the accuracy of the statements of the Bank’s officers made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Bank of all covenants and agreements herein contained on its part to be performed and observed (in the case of your obligation to solicit offers to purchase Securities, at the time of such solicitation, and, in the case of your obligation to purchase Securities, at the time the Bank accepts the offer to purchase such Securities and at the time of issuance and delivery) and (in each case) to the following additional conditions precedent when and as specified below:

(a) Prior to such solicitation or purchase, as the case may be:

(i) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus or Time of Sale Information, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that is not described in the Time of Sale Information and that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated by the Prospectus or Time of Sale Information, as so amended or supplemented;

(ii) there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Frankfurt Stock Exchange; (b) a general moratorium on commercial banking activities in New York or London declared by the relevant regulatory authorities or on commercial banking activities in the Federal Republic of Germany declared by German authorities; and (c) any outbreak or material escalation of hostilities or other national or international calamity or crisis the effect of which shall be such as to make it, in your judgment, impracticable or inadvisable to proceed with the purchase of the Securities by you on the terms and in the manner contemplated in the Prospectus or Time of Sale Information;

(iii) the Prospectus, each Free Writing Prospectus and all other Time of Sale Information shall have been timely filed with the Commission under the Securities Act (in the case of a Free Writing Prospectus and all other Time of Sale Information, to the extent required by Rule 433 under the Securities Act); and

(iv) since the date on which the Bank has filed with the Commission the Bank’s most recent Annual Report on Form 20-F, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the long-term senior unsecured debt rating accorded the Bank by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(A) except, in each case described in paragraph (i), (ii) or (iv) above, as disclosed to you in writing by the Bank prior to such solicitation or, in the case of a purchase of Securities, before the offer to purchase such Securities was made or (B) the relevant event shall have occurred and been known to you prior to such solicitation or, in the case of a purchase of Securities, before the offer to purchase such Securities was made.

(b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, you shall have received:

(i) The opinion, dated as of such date, of the Bank’s Legal Department, or of other counsel satisfactory to you and who may be an official of the Bank, to the effect that:

(A) the Bank is duly organized and validly existing as a stock corporation ( Aktiengesellschaft ) under the laws of the Federal Republic of Germany and has full power and authority to engage in banking business in the Federal Republic of Germany; the Bank is qualified, as far as the laws of the Federal Republic of Germany are concerned, to conduct the business in which it is engaged in each jurisdiction where it conducts business;

(B) the Bank has corporate power and capacity to execute and deliver the Warrant Agreement, the Securities and this Agreement and to perform its obligations thereunder and hereunder;

(C) the execution and delivery of the Warrant Agreement, the Securities and this Agreement have been duly authorized by all necessary corporate action of the Bank;

(D) each of the Warrant Agreement and this Agreement has been duly executed and delivered on behalf of the Bank;

(E) the forms of the Securities have been duly authorized and established by the Bank;

(F) the terms of a particular issuance of Securities will be, when established by an Issuer Order executed by two persons named as attorneys-in-fact of the Bank in a power of attorney executed by two members of the Management Board of the Bank, duly authorized by the Bank;

(G) when Securities of a particular issuance have been executed by two persons named as attorneys-in-fact of the Bank in a power of attorney executed by two members of the Management Board of the Bank they will have been validly executed on behalf of the Bank, and when such executed Securities have been authenticated by the Warrant Agent in accordance with the provisions of the Warrant Agreement and delivered to and duly paid for by the purchasers thereof, they will be valid and binding obligations of the Bank to be performed through the office through which they have been incurred;

(H) none of the execution and delivery of the Warrant Agreement, the Securities and this Agreement, the issuance of the Securities pursuant to the Warrant Agreement, the offering and sale of the Securities in accordance with this Agreement and the performance by the Bank (acting through its head office or a branch office) of its obligations under the Warrant Agreement, the Securities or this Agreement (x) requires the consent, approval, authorization, registration or qualification of or with any governmental authority in the Federal Republic of Germany or (y) conflicts with or results in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to us after due inquiry, to which the Bank is a party or by which the Bank or its properties are bound, or the Articles of Association ( Satzung ) of the Bank or any statute in the Federal Republic of Germany or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to us after due inquiry and applicable to the Bank;

(I) to the best of such counsel’s knowledge, there are no legal or governmental actions, suits or proceedings before or by any court of governmental agency or body in the Federal Republic of Germany now pending or threatened against or affecting the Bank or its property other than as set forth in the Registration Statement and Prospectus, as amended and supplemented to date, and other than litigation that in each case is reasonably expected not to have a material adverse effect on the financial condition of the Bank and its consolidated subsidiaries, taken as a whole, or the ability of the Bank to perform its obligations under the Warrant Agreement, the Securities and this Agreement (through its head office or a branch office);

(J) it is not necessary under the law of the Federal Republic of Germany in order to enable either the Warrant Agent or, to the extent permitted by the provisions of the Warrant Agreement, the holder of a Security to enforce rights under the Warrant Agreement that it should, as a result solely of its holding of the Security, be licensed, qualified or otherwise entitled to carry on business in the Federal Republic of Germany;

(K) the obligations of the Bank under the Warrant Agreement, the Securities and this Agreement constitute direct, unconditional, unsecured and unsubordinated obligations of the Bank to be performed through the office through which they have been incurred and rank at least pari passu with all other outstanding unsecured and unsubordinated obligations of the Bank for borrowed money and to general depositors, subject, however, to the priority conferred by the operation of German law upon some liabilities, such as costs of the insolvency proceeding and liabilities incurred as a result of the acts of the administrator for the insolvent estate;

(L) any judgment against the Bank enforcing the Securities, the Warrant Agreement and this Agreement given by the State or Federal courts of the State of New York would be recognized and enforced in the Federal Republic of Germany, provided that the requirements of section 328 of the German Code of Civil Procedure ( Zivilprozessordnung ) are met, in particular that:

(1) the courts have subject matter jurisdiction and there is no exclusive German jurisdiction, and confirming that (x) as regards the enforcement of the Warrant Agreement and the Securities, Section 6.14 of the Warrant Agreement is sufficient to confer jurisdiction to the courts referred to therein and (y) as regards the enforcement of this Agreement against the Bank, Section 13 of this Agreement is sufficient to confer jurisdiction to the courts referred to therein;

(2) the Bank has put in a general appearance in the proceedings or actual personal service of process has been made on the Bank in a proper way (service of process in accordance with the provisions of the Process Agent Letter dated October 10, 2006, between the Bank and Deutsche Bank Americas Holding Corp. would be sufficient for such purposes) and timely enough to raise proper defenses;

(3) such judgment is not contrary to an existing judgment which is to be recognized in the Federal Republic of Germany;

(4) such judgment has not resulted from legal proceedings begun subsequent to other legal proceedings regarding the same subject matter, which legal proceedings are incompatible therewith;

(5) the recognition of the foreign judgment is not obviously contrary to essential principles of the law of the Federal Republic of Germany, in particular rights granted under the constitutional law of the Federal Republic of Germany; they have no reason to believe that any payment judgment (other than for penal damages) enforcing the Warrant Agreement, the Securities or this Agreement, which judgment is in line with the law and the public policy of New York, would be obviously contrary either to the essential principles of the law of the Federal Republic of Germany or of the rights granted under the constitutional law of the Federal Republic of Germany; and

(6) reciprocity of recognition of judgments between the Federal Republic of Germany and the jurisdiction rendering the judgment exists; and confirming that based upon counsel’s understanding with respect to the recognition of foreign money judgments by State and Federal courts in New York, it is unlikely that as between such courts and the courts of the Federal Republic of Germany at present reciprocity would be deemed not to exist.

(ii) The opinion, dated as of such date, of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to the Bank, to the effect that:

(A) each of the Warrant Agreement, assuming that it has been duly authorized, executed, and delivered by the Bank as a matter of German law, and this Agreement is a valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, except (x) as the enforceability thereof (1) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (2) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or law and (y) that such counsel expresses no opinion with respect to Section 7 hereof providing for indemnification and contribution;

(B) assuming the forms of the Securities have been duly authorized by the Bank as a matter of German law, the forms of the Securities have been duly authorized and established in conformity with the provisions of the Warrant Agreement, and when the Securities have been executed by the Bank and authenticated by the Warrant Agent or its duly appointed agent in accordance with the provisions of the Warrant Agreement, and delivered to and duly paid for by the purchasers thereof, the Securities will be entitled to the benefits of the Warrant Agreement, and will be valid and binding obligations of the Bank, enforceable in accordance with their respective terms, except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or law;

(C) the issuance and sale of the Securities pursuant to this Agreement and the performance by the Bank of its obligations in this, the Warrant Agreement and the Securities will not (a) result in a violation of any United States federal or New York State law or published rule or regulation that in such counsel’s experience normally would be applicable to general business entities with respect to such issuance, sale or performance or (b) require any consent, approval, authorization, registration or qualification of or registration with any governmental authority of the United States or the State of New York that in our experience normally would be applicable to general business entities with respect to such issuance, sale or performance, except such as have been obtained or effected under the Securities Act and the Trust Indenture Act, except that no opinion is expressed herein with respect to (i) the applicability of the U.S. federal securities laws or the securities or Blue Sky laws of the various states in connection with the offer and sale of any Securities or (ii) whether the purchase of any Securities constitutes a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended;

(D) the statements set forth under the heading “Description of Warrants” in the Prospectus and the Warrant Program Prospectus Supplement, insofar as such statements purport to summarize certain provisions of the Securities, provide a fair summary of such provisions;

(E) no registration of the Bank under the Investment Company Act of 1940, as amended, is required for the offer and sale of the Securities by the Bank in the manner contemplated by this Agreement and the Prospectus;

(F) the Registration Statement (except the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no view), excluding the documents incorporated by reference therein, at the time it became effective, and the Prospectus (except as aforesaid), as of the date thereof, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations thereunder; and such counsel does not know of any contracts or other documents of a character required to be filed as exhibits to the Registration Statement or required to be described in the Registration Statement or the Prospectus that are not filed or described as required;

(G) the documents incorporated by reference in the Registration Statement and the Prospectus (except the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no view), as of the respective dates of their filing with the Securities and Exchange Commission, appeared on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder;

(H) no information has come to such counsel’s attention that causes such counsel to believe that the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no view and except for that part of the Registration Statement that constitutes the Form T-1), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that the belief set forth above does not cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Prospectus; and

(I) no information has come to such counsel’s attention that causes such counsel to believe that the Prospectus, including the documents incorporated by reference therein (except the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no view), and except for that part of the Prospectus that constitutes the Form T-1), as of the date of the Prospectus or the date of incorporation, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the belief set forth above does not cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Prospectus.

(iii) The opinion, dated as of such date, of Davis Polk & Wardwell to the effect that:

(A) each of the Warrant Agreement and this Agreement, assuming that it has been duly authorized, executed, and delivered by the Bank as a matter of German law, is a valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, except (x) as the enforceability thereof (1) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (2) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or law and (y) that such counsel expresses no opinion with respect to Section 7 hereof providing for indemnification and contribution;

(C) the execution and delivery by the Bank of the Securities, the Warrant Agreement, this Agreement or any applicable Written Terms Agreement and the performance by the Bank of its obligations under such agreements will not contravene any provision of applicable U.S. federal or New York State law that in such counsel’s experience is normally applicable to transactions of the type contemplated by such agreements, and no consent, approval, authorization or order of or qualification with any U.S. federal or New York State governmental body or agency that in such counsel’s experience is normally applicable to transactions of the type contemplated by such agreements is required for the performance by the Bank of its obligations under the Securities, the Warrant Agreement, this Agreement or any applicable Written Terms Agreement, except that no opinion is expressed herein with respect to (i) the applicability of the U.S. federal securities laws or the securities or Blue Sky laws of the various states in connection with the offer and sale of any Securities or (ii) whether the purchase of any Securities constitutes a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended;

(D) the statements relating to legal matters or documents included in the Prospectus, as amended or supplemented through the date hereof, under the captions “Description of Warrants” and “Plan of Distribution,” in each case fairly summarizes in all material respects such matters or documents (subject to the insertion in the Securities of the exercise, expiration and maturity dates, interest rates and other similar terms thereof which are to be described in Term Sheets and supplements to the Prospectus);

(E) the Bank is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(H) no information has come to such counsel’s attention that causes such counsel to believe that the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that the belief set forth above does not cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Prospectus; and

(I) no information has come to such counsel’s attention that causes such counsel to believe that the Prospectus, including the documents incorporated by reference therein (except the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no view), as of the date of the Prospectus or the date of incorporation, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the belief set forth above does not cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Prospectus.

Notwithstanding the foregoing, the opinions described in subparagraphs (B), (C) and (D) of paragraphs 5(b)(ii) and b(iii) above, when contained in an opinion delivered on the Commencement Date or pursuant to Section 5(b), shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission, or the Investment Company Act of 1940, as amended, to Securities the payments of principal or interest on which, or any other payments with respect to which, will be determined by reference to one or more currency exchange rates, commodity prices, securities of entities unaffiliated with the Bank, baskets of such securities, equity indices or other factors.

The opinions of the Bank’s Legal Department and Cleary Gottlieb Steen & Hamilton LLP described in paragraphs (b)(i) and (ii) above shall be rendered to you at the request of the Bank and shall so state therein. In addition, such opinions and the opinion described in paragraph (b)(iii) above shall expressly provide that any agent that becomes an Agent hereunder following the Commencement Date may rely on such opinion as though it were addressed to such agent (it being understood that such opinion speaks only as of the date of such opinion).

(c) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, you shall have received a certificate of the Bank, dated the Commencement Date or such Settlement Date, as the case may be, and signed by an executive officer of the Bank, to the effect set forth in subparagraph (a)(iv) above, and to the effect that the representations and warranties of the Bank contained in this Agreement are true and correct as of such date, that the Bank has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such date and as to such other matters as you shall reasonably request.

(d) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, the Bank’s independent auditors shall have furnished to you a letter or letters, dated as of the Commencement Date or such Settlement Date, as the case may be, in form and substance satisfactory to you containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus, as then amended or supplemented; provided that each letter so furnished shall use a “cut-off date” no more than five business days prior to the date of such letter.

(e) On the Commencement Date and on each Settlement Date, the Bank shall have furnished to you such appropriate further information, certificates and documents as you may reasonably request.

5. Additional Agreements of the Bank . (a) Each time the Registration Statement, the Prospectus, or the Time of Sale Information is amended or supplemented (other than by an amendment or supplement providing solely for (i) the specific terms of the Securities or (ii) a change you deem to be immaterial), the Bank will deliver or cause to be delivered forthwith to you, only if so requested by you, a certificate signed by an executive officer of the Bank, dated the date of such amendment or supplement, as the case may be, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement, the Prospectus or the Time of Sale Information as amended or supplemented to the time of delivery of such certificate.

(b) Each time the Bank furnishes a certificate pursuant to Section 5(a) (other than in the case of any amendment or supplement to the Registration Statement, the Prospectus, or the Time of Sale Information caused by the filing of a Report on Form 6-K unless you shall reasonably request based on disclosure included or omitted from such Report), the Bank will furnish or cause to be furnished forthwith to you, only if so requested by you, a written opinion of counsel for the Bank. Any such opinion shall be dated the date of such amendment or supplement, as the case may be, shall be in a form satisfactory to you and shall be of the same tenor as the opinions referred to in Section 4(b), but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. In lieu of such opinion, counsel last furnishing such an opinion to you may furnish to you a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such letter.)

(c) Each time the Registration Statement or the Prospectus is amended or supplemented to set forth amended or supplemental financial information or such amended or supplemental information is incorporated by reference in the Prospectus, the Bank shall

cause its independent auditors forthwith to furnish you with a letter, only if so requested by you, dated on or about the date of such amendment or supplement, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 4(d), with regard to the amended or supplemental financial information included or incorporated by reference in the Registration Statement or the Prospectus as amended or supplemented to the date of such letter; provided, that each letter so furnished shall use a “cut-off date” no more than five business days prior to the date of such letter.

(d) The Bank will, pursuant to reasonable procedures developed in good faith, retain for a period of not less than three years copies of each Free Writing Prospectus and other Time of Sale Information that is not filed with the Commission in accordance with Rule 433 under the Securities Act and maintain records regarding the timing of the delivery of all applicable Time of Sale Information.

(e) The Bank will notify the Agents in writing promptly after learning of any event or circumstance that has caused it to become an “ineligible issuer” or cease to be a “well-known seasoned issuer,” each as defined in Rule 405 of the Securities Act.

(f) The Bank will pay any filing fees required by Rule 457 of the Securities Act in connection with filing Time of Sale Information and each Free Writing Prospectus, by the times required under the Securities Act.

6. Certain Agreements of the Agents . Each Agent hereby represents and agrees that:

(a) it has not and will not use, authorize use of, refer to, or participate in the planning for the use of, any Free Writing Prospectus, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Bank and not incorporated by reference into the Registration Statement and any press release issued by the Bank) other than (i) a Free Writing Prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in a previously filed Free Writing Prospectus or in the Prospectus, (ii) any Free Writing Prospectus prepared pursuant to Section 3(a) above, or (iii) any issuer or underwriter Free Writing Prospectus approved by the Bank in advance in writing;

(b) it will, pursuant to reasonable procedures developed in good faith, take steps to ensure that any Free Writing Prospectus referred to in clause (a)(i) above will not be subject to broad unrestricted dissemination;

(c) it will not, without the prior written consent of the Bank, use any Free Writing Prospectus that contains the final terms of the Securities unless such terms have previously been included in a Free Writing Prospectus filed with the Commission or otherwise made reasonably available to the purchasers of Securities;

(d) it will retain copies of each Free Writing Prospectus used or referred to by it and all other Time of Sale Information, in accordance with Rule 433 under the Securities Act;

(e) it is not subject to any pending proceeding under Section 8A of the Securities Act with respect to any offering of Securities (and will promptly notify the Bank if any such proceeding against it is initiated during such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Agents a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Agent or dealer);

(f) it shall, pursuant to Rule 173 of the Securities Act, provide, or cause its selected dealers to provide, purchasers of Securities a notice required thereby two business days following the completion of the sale, provided that , it shall be shall be permitted to fulfill its obligation pursuant to this Section 6(f) by providing, or causing its selected dealers to provide, purchasers of the Securities sold through it a copy of the final Prospectus relating thereto, in lieu of providing the notice required by Rule 173;

(g) other than the Prospectus relating to particular Securities and a Free-Writing Prospectus permitted pursuant to clause (a) above, it shall not to publish or cause to be published or use any written notice, circular, advertisement, letter or communication relating to any offering or proposed offering of the Securities, including, without limitation, any communications within the meaning of Rule 134 under the Securities Act;

(h) if any Securities are to be offered outside the United States, it shall not offer or sell any such Securities in any jurisdiction if such offer or sale would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such offer or sale by its or for or on behalf of the Bank unless such consent, approval or permission has been previously obtained; and, subject to the obligations of the Bank set forth in Section 3 of this Agreement, the Bank shall have no responsibility for, and it will obtain, any consent, approval or permission required by it for the subscription, offer, sale or delivery by you of Securities, or the distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any subscription, offer, sale or delivery;

(i) in acting under this Agreement and in connection with the sale of any Securities by the Bank (other than Securities sold to it pursuant to a Terms Agreement), it shall make reasonable efforts to assist the Bank in obtaining performance by each purchaser whose offer to purchase Securities has been solicited by it and accepted by the Bank, but it shall not have any liability to the Bank in the event any such purchase is not consummated for any reason;

(j) in acting under this Agreement, it represents and warrants that is actually engaged in the investment banking or securities business and that it is a member in good standing of the NASD. It agrees that in making sales of Securities, it will comply with all applicable rules of the NASD, including without limitation, Rules 2720(l) and 2740 of the Conduct Rules of the NASD (the “ Rules ”).

It represents and warrants that it is fully familiar with the above provisions of the Rules. It further represents, by its participation in an offering of the Securities, that it has provided to the Bank all documents and other information required to be filed with respect to it, any related person or any person associated with it or any such related person pursuant to Section (b)(6) of NASD Rule 2710 (the “ Financing Rule ”) as such requirements relate to such offering, including, but not limited to information with respect to (x) any arrangement during the period beginning 180 days immediately preceding the required filing date of an offering and through the pricing date (the “ Survey Period ”), which arrangement provides for the receipt of any item of value or the transfer of any warrants, options, or other securities from the Bank to it or its related person(s), (y) any acquisitions of unregistered equity securities of the Bank by it or its related person(s) during the Survey Period, or (z) any new arrangement that provides for the receipt of any additional item of value by it or its related person(s) between the pricing date of an offering and the date ending 90 days immediately thereafter. Terms used in clauses (x), (y) and (z) of the previous sentence and not otherwise defined shall have the respective meanings given to them in the Financing Rule;

(k) it understands the requirements of NASD Notice-to-Members 88-101 relating to participation by NASD members in shelf offerings. It agrees that, in connection with any purchase of securities from the Bank that is not otherwise covered by the terms of this letter, if a selling concession, discount or other allowance is granted to it, it will comply with Rule 2740 of the NASD Conduct Rules; and

(l) in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Bank or other seller of such Securities) it will comply with all applicable rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the NASD, the applicable rules and regulations of any securities exchange having jurisdiction over the offering, including Rule 15c2-8 of the Exchange Act, NASD Rule 2310, NYSE Rule 405 and any other laws, rules or regulations regarding distribution of Prospectuses, suitability or diligence to accounts.

7. Indemnification and Contribution . (a) The Bank agrees to indemnify and hold harmless you and each person, if any, who controls you within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof or the Prospectus (as amended or supplemented if the Bank shall have furnished any amendments or supplements thereto), any applicable Free Writing Prospectus or any applicable Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to you furnished to the Bank in writing by you expressly for use therein.

(b) You agree to indemnify and hold harmless the Bank, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Bank within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Bank to you, but only with reference to information relating to you furnished to the Bank in writing by you expressly for use in the Registration Statement or any amendment thereof or the Prospectus (as amended or supplemented if the Bank shall have furnished any amendments or supplements thereto), any applicable Free Writing Prospectus or any applicable Time of Sale Information. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in a Written Terms Agreement with respect to a particular offering of Securities, the obligations of each Agent under this Section 7(b) are several and not joint.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by you, in the case of parties indemnified pursuant to paragraph (a) above, and by the Bank, in the case of parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there were to be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such

indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim), unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in paragraph (a) or (b) of this Section 7 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein in connection with any offering of Securities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand and you on the other hand from the offering of such Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank on the one hand and you on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Bank on the one hand and you on the other hand in connection with the offering of such Securities shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Bank bear to the total discounts and commissions received by you in respect thereof. The relative fault of the Bank on the one hand and of you on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Bank or by you and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

the amount of any damages that you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Bank, its officers and you set forth in or made pursuant to this Agreement or any Terms Agreement will remain operative and in full force and effect regardless of any termination of this Agreement or any such Terms Agreement, any investigation made by or on behalf of you or any person controlling you or by or on behalf of the Bank, its officers or directors or any person controlling the Bank and acceptance of and payment for any of the Securities.

8. Termination . This Agreement may be terminated at any time either by the Bank or by you upon the giving of written notice of such termination to the other parties hereto, but without prejudice to any rights, obligations or liabilities of any parties hereto accrued or incurred prior to such termination. The termination of this Agreement shall not cause or require termination of any Terms Agreement, and the termination of any such Terms Agreement shall not cause or require termination of this Agreement. If this Agreement is terminated, the provisions of the third paragraph of Section 2(a), the last sentence of Section 3(c) and Sections 3(d), 3(h), 6, 7, 9 and 13 shall survive; provided that if at the time of termination an offer to purchase Securities has been accepted by the Bank but the time of delivery to the purchaser or its agent of such Securities has not occurred, the provisions of Sections 1, 2(b), 2(c), 3(b), 3(e), 3(f), 3(h), 4 and 5 shall also survive until such delivery has been made.

9. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Agents, at the address beneath such Agent’s signature on the signature page hereof; or, if sent to the Bank, will be mailed, delivered or telefaxed and confirmed to the Bank at each of the following addresses:

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60-4008

New York, New York 10005

Attention: Treasury/US Global Note Program

Telefax: 212-797-5781

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60-1403

New York, New York 10005

Attention: Transaction Management/US Global Note Program

Telefax: 212-797-9377

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60-3610

New York, New York 10005

Attention: Legal Department/US Global Note Program

Telefax: 212-797-4563

10. Successors . This Agreement and any Terms Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 7 and the purchasers of Securities (to the extent expressly provided in Section 4), and no other person will have any right or obligation hereunder.

11. Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

12. Applicable Law . This Agreement will be governed by and construed in accordance with the internal laws of the State of New York.

13. Submission to Jurisdiction . The Bank agrees that any legal suit, action or proceeding brought by any Agent or by any person controlling any Agent, arising out of or based upon this Agreement 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 Bank has appointed Deutsche Bank Americas Holding Corp., c/o Office of the Secretary, 60 Wall Street, 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 by any Agent and the Bank 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 Bank and such appointment shall have been accepted by such successor authorized agent. The Bank represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Bank 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 Bank shall be deemed, in every respect, effective service of process upon the Bank.

utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Bank and the Agents and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Bank and you.


Very truly yours,

DEUTSCHE BANK AKTIENGESELLSCHAFT

By
Name:
Title:

By
Name:
Title:

The foregoing U.S. Warrant Distribution Agreement is hereby confirmed and accepted by the undersigned as an Agent as of the date first above written.


DEUTSCHE BANK SECURITIES INC.

By:
Name:
Title:

By:
Name:
Title:

Notices hereunder shall be sent to:

Deutsche Bank Securities Inc.

60 Wall Street, 4 ^th Floor, Mail Stop

NYC60-1403

New York, NY 10005


Attention:		Jason Crosly
Telefax:		(212) 797-9377

With a copy to:

60 Wall Street, 36th Floor, Mail Stop

NYC60-3610

New York, NY 10005

Attention: Legal Department / Global Note Program

Telefax: (212) 797-4563

EXHIBIT A

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

TERMS AGREEMENT

, 200

Deutsche Bank Aktiengesellschaft

Attention:

Re: U.S. Warrant Distribution Agreement, dated November 15, 2007 (the “U.S. Warrant Distribution Agreement”)

The undersigned agrees to purchase your Securities, having the terms set forth in the Term Sheet attached hereto as Annex 1.

The provisions of the U.S. Warrant Distribution Agreement (other than 2(a), 2(d), 2(e), and 6(i)) and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein.

This Agreement is also subject to termination on the terms incorporated by reference herein. If this Agreement is terminated, the provisions of Sections 3(h), 6(g), 7, 9, 10, 12, 13 and 14 of the U.S. Warrant Distribution Agreement shall survive for the purposes of this Agreement.

The Agents’ obligation to purchase any Securities hereunder is subject to (i) the accuracy of, at the time of such purchase, the Bank’s representations and warranties contained in the U.S. Warrant Distribution Agreement and to the Bank’s performance and observance of all applicable covenants and agreements contained therein, and the satisfaction of all conditions precedent contained therein, including, without limitation, those pursuant to Section 4 thereof. The delivery of the following additional documents will also be required by the Agents: [insert additional documents to be delivered pursuant to Section 4] [none].

Except as otherwise expressly provided herein, all terms used herein which are defined in the U.S. Warrant Distribution Agreement shall have the same meanings as in the U.S. Warrant Distribution Agreement.

The undersigned agrees to perform its duties and obligations specifically provided to be performed by the Agents in accordance with the terms and provisions of the U.S. Warrant Distribution Agreement and the Administrative Procedures, as amended or supplemented hereby.

This Agreement shall be subject to the termination provisions of Section 8 of the U.S. Warrant Distribution Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.


[NAME]

By:
Name:
Title:

EXHIBIT B

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

ADMINISTRATIVE PROCEDURES

Explained below are the administrative procedures and specific terms of the offering from time to time of warrants (the “ Securities ”) on a continuous basis by Deutsche Bank Aktiengesellschaft (the “ Bank ”) pursuant to the U.S. Warrant Distribution Agreement, dated as of November 15, 2007 (as may be amended from time to time, the “ Warrant Distribution Agreement ”) between the Bank and the Agents listed on the signature pages therein (collectively or individually, the “ Agent ”).

The Securities will be issued as senior obligations of the Bank pursuant to the provisions of a warrant agreement dated as of November 15, 2007 (as may be supplemented or amended from time to time, the “ Warrant Agreement ”), among the Bank and Deutsche Bank Trust Company Americas (“ DBTCA ”), as issuing agent, paying agent, registrar and warrant agent.

In the Warrant Distribution Agreement, the Agent has agreed to use reasonable efforts to solicit purchases of the Securities and the administrative procedures explained below will govern the issuance and settlement of any Securities sold through the Agent, as agent of the Bank. The Agent, as principal, may also purchase Securities for its own account and if requested by the Agent, the Bank and the Agent will enter into a terms agreement (a “ Terms Agreement ”), as contemplated by the Warrant Distribution Agreement. The administrative procedures explained below will govern the issuance and settlement of any Securities purchased by the Agent, as principal, unless otherwise specified in the applicable Terms Agreement.

DBTCA will be the Paying Agent, Issuing Agent and Registrar for the Securities and Deutsche Bank AG, London Branch will be the Calculation Agent with respect to Securities the terms of which require a Calculation Agent, and in each case, will perform the duties specified herein. Each Security will be represented by a Global Security delivered to DBTCA, as agent for The Depository Trust Company (“ DTC ”) and recorded in the book-entry system maintained by DTC (a “ Book-Entry Security ”). Except as set forth in the Warrant Agreement, an owner of a Book-Entry Security will not be entitled to receive a certificated security.

Administrative procedures and specific terms of the offering are explained below. Book-Entry Securities, which may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures set forth below as they may subsequently be amended as the result of changes in DTC’s operating procedures.

Unless otherwise defined herein, terms defined in the Warrant Agreement and the Securities shall be used herein as therein defined.

The Bank will advise the Agent in writing of the employees of the Bank with whom the Agent is to communicate regarding offers to purchase Securities and the related settlement details.

ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY SECURITIES

In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by DTC, DBTCA will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under (i) a Letter of Representations from the Bank and DBTCA to DTC, dated as of November 22, 2006 for Program Securities and (ii) any other Letters of Representations delivered by the Bank and DBTCA to DTC, from time to time, in connection with any other offering of securities issued by the Bank (the Letters of Representations referred to in clauses (i) and (ii) are referred to collectively as the “ Letter of Representations ”).


Issuance:		Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus on any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Securities, the Bank will issue a single global Security in fully registered form without coupons (a “Global Security”) representing up to U.S. $500,000,000 notional amount of all such Securities that have the same Original Issue Date, Maturity Date and other terms. Each Global Security will be dated and issued as of the date of its authentication or countersignature, as the case may be, by DBTCA. Each Global Security on which interest is payable will bear an “Interest Accrual Date,” which will be (i) with respect to an original Global Security (or any portion thereof), its original issuance date and (ii) with respect to any Global Security (or any portion thereof) issued subsequently upon exchange of a Global Security, or in lieu of a destroyed, lost or stolen Global Security, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Security or Securities (or if no such payment or provision has been made, the original issuance date of the predecessor Global Security), regardless of the date of authentication of such subsequently issued Global Security. Book-Entry Securities may be payable in either U.S. dollars or other specified currencies. No Global Security will represent any Certificated Security.

		If the Term Sheet (as defined herein) provides for an extended offering period beyond the Original Issue Date, then on any subsequent date of settlement for Securities having the same Original Issue Date, Maturity Date and other terms as the Securities represented by such


		Global Security, DBTCA will annotate the Global Security to indicate the change in aggregate notional amount. Upon such annotation DBTCA, by means of an instruction originated through DTC’s Deposit/Withdrawal at Custodian (DWAC) system, will inform DTC to reflect an increase to the aggregate notional amount of the Securities.

Denominations:		Unless otherwise specified in the applicable Term Sheet, Book-Entry Securities will be issued in notional amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000 or, if such Book-Entry Securities are issued in a currency other than U.S. dollars, notional amounts of such currency in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such currency), unless otherwise indicated in the applicable Term Sheet or Prospectus Supplement. Global Securities will be denominated in notional amounts not in excess of U.S. $500,000,000. If one or more Book-Entry Securities having an aggregate notional amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Security then one Global Security will be issued to represent each U.S. $500,000,000 notional amount of such Book-Entry Security or Securities and an additional Global Security will be issued to represent any remaining notional amount of such Book-Entry Security or Securities. In such a case, each of the Global Securities, representing such Book-Entry Security or Securities shall be assigned the same CUSIP number.

Preparation of Term Sheet/Prospectus Supplement:		If any order to purchase a Book-Entry Security is accepted by or on behalf of the Bank, the Bank will prepare a preliminary or final Prospectus Supplement and Term Sheet (together, a “ Prospectus Supplement ”) reflecting the terms of such Security. The Bank (i) will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of such Prospectus Supplement in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and (ii) will, as soon as possible and in any event not later than the date on which such Prospectus Supplement is filed with the Commission, deliver the number of copies


		of such Prospectus Supplement to the Agent as the Agent shall request. The Agent will cause such Prospectus Supplement to be delivered, or otherwise made available, to the purchaser of the Security.

		In each instance that a Prospectus Supplement is prepared, the Agent will affix the Prospectus Supplement to Prospectuses and any other Time of Sale Information prior to their use. Outdated Free Writing Prospectuses, Term Sheets, Prospectus Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.

Settlement:		The receipt by the Bank of immediately available funds in payment for a Book-Entry Security and the authentication and issuance of the Global Security representing such Security shall constitute “settlement” with respect to such Securities. All orders accepted by the Bank will be settled on the third Business Day pursuant to the timetable for settlement set forth below unless the Bank and the purchaser agree to settlement on another day as set out in the applicable Prospectus or Time of Sale Information, which shall be no earlier than the next Business Day.

Settlement Procedures:		Unless otherwise specified in any Prospectus or Time of Sale Information, settlement procedures with regard to each Book-Entry Security sold by the Bank to or through the Agent (unless otherwise specified pursuant to a Terms Agreement), shall be as follows:

A.		The Agent will advise the Bank by telephone of the following settlement information:

		1. Notional amount.

		2. Trade Date.

		3. Expiration Date.

		4. Exercise Date.

		5. Redemption or repayment provisions, if any.

		6. Price.

		7. Agent’s commission, if any, determined as provided in the Warrant Distribution Agreement.


		8. Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency.

		9. Whether the Security is an Original Issue Discount Security (an “ OID Security ”) and if it is an OID Security, the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price)

		10. Whether the Security is a Renewable Security and if it is a Renewable Security, the Initial Maturity Date, the Final Maturity Date, the Election Dates and the Maturity Extension Dates.

		11. Any other applicable provisions.

B.		The Bank will advise DBTCA by electronic transmission (confirmed in writing at any time on the same date) of the information set forth in “Settlement Procedure” “A” above. The Bank will then assign a CUSIP number to the Global Security representing a Security and will notify DBTCA and the Agent of such CUSIP number(s) by telephone as soon as practicable.

C.		DBTCA will, as applicable, authenticate, complete and deliver the Global Security.

D.		Each Global Note will be registered in the name of CEDE & CO., as nominee for DTC, on the Securities Register maintained by DBTCA under the Warrant Agreement. The beneficial owner of a Security (or one or more indirect participants in DTC designated by such owner) will hold their positions through one or more direct or indirect participants in DTC (with respect to such Securities, the “Participants”). DTC records will only reflect the direct Participants in whose accounts Securities are held. The Participants will be responsible for maintaining records of their beneficial owners.

E.		On the morning of Settlement, the Agent will wire transfer (via Fed Wire, in accordance with procedures previously agreed upon with the Issuer) to a designated account of the Issuer funds available for immediate use in the amount equal to the price of the Warrants to be issued. The initial issuance of a series of Warrants will close as an underwritten deal via DTC FAST in units for each CUSIP and there will be a DTC closing call.


F.		The Agent will use the DTC Underwriting System to confirm the settlement of the delivery of the Warrants.

Failure to Settle:		If settlement of a Warrant is rescheduled or canceled, the Agent and DBTCA will give appropriate notifications thereof to all parties involved.

Exhibit C

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

AGENT ACCESSION LETTER

[date]

[Name of Agent]

[Address of Agent]

Dear Sirs/Mesdames:

Deutsche Bank Aktiengesellschaft, a banking corporation organized under the laws of the Federal Republic of Germany (the “ Bank ”), has previously entered into a Warrant Distribution Agreement, dated November 15, 2007 (the “ Warrant Distribution Agreement ”), among the Bank and the other agents signatory thereto (the “ Existing Agents ”), with respect to the issue and sale from time to time by the Bank of the Bank’s warrants (the “ Securities ”). The Securities will be issued under the Warrant Agreement, dated as of November 15, 2007, among the Bank and Deutsche Bank Trust Company Americas, as issuing agent, paying agent, registrar and warrant agent (the “ Warrant Agent ”) (as such agreement may be supplemented or amended from time to time, the “ Warrant Agreement ”). The Warrant Distribution Agreement permits the Bank to appoint one or more additional persons to act as agent with respect to the Securities, on terms substantially the same as those contained in the Warrant Distribution Agreement. A copy of the Warrant Distribution Agreement, including the Administrative Procedures with respect to the issuance of the Securities attached thereto as Exhibit B, is attached hereto.

In accordance with Section 2(d) of the Warrant Distribution Agreement we hereby confirm that, with effect from the date hereof, you shall become a party to, and an Agent under, the Warrant Distribution Agreement, vested with all the authority, rights and powers, and subject to all duties and obligations of an Agent as if originally named as such under the Warrant Distribution Agreement.

Except as otherwise expressly provided herein, all terms used herein which are defined in the Warrant Distribution Agreement shall have the same meanings as in the Warrant Distribution Agreement. Your obligation to act as Agent hereunder shall be subject to you having received copies of the most recent documents (including any prior documents referred to therein) previously delivered to the Existing Agents pursuant to Sections 4 and 5 of the Warrant Distribution Agreement and letters from the counsel referred to in

Section 4(b) of the Warrant Distribution Agreement and the Bank’s independent auditors entitling you to rely on their opinions and comfort letter, respectively, delivered pursuant to the Warrant Distribution Agreement (to the extent such opinions and comfort letter do not, by their terms permit you as an Additional Agent to rely on them).

By your signature below, you confirm that such documents are to your satisfaction. For purposes of Section 9 of the Warrant Distribution Agreement, you confirm that your notice details are as set forth immediately beneath your signature.

Each of the parties to this letter agrees to perform its respective duties and obligations specifically provided to be performed by each of the parties in accordance with the terms and provisions of the Warrant Distribution Agreement and the Procedures, as amended or supplemented hereby.

This Agreement shall be governed by the laws of the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.

If the foregoing correctly sets forth the agreement among the parties hereto, please indicate your acceptance hereof in the space provided for that purpose below.


Very truly yours,

DEUTSCHE BANK AKTIENGESELLSCHAFT

By
Name:
Title:


By
Name:
Title:

CONFIRMED AND ACCEPTED, as of the

date first above written

[Insert name of Additional Agent and information pursuant to Section 9 of the Warrant Distribution Agreement]

Exhibit 99.2

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

U.S. DISTRIBUTION AGREEMENT

November 15, 2007

To the Agents listed on the signature page hereof, and each person that

shall have become an Agent as provided in Section 2(d) hereof:

Dear Sirs/Mesdames:

The Securities will be issued pursuant to the provisions of a warrant agreement, dated as of November 15, 2007, among the Bank and Deutsche Bank Trust Company Americas, as issuing agent, paying agent and warrant agent (including any successor warrant agent thereunder, the “ Warrant Agent ”) (as such agreement may be supplemented or amended from time to time, the “ Warrant Agreement ”). The Securities will have the exercise dates, expiration or maturity dates, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and in Term Sheets (as defined below).

material incorporated by reference therein, in the form in which such prospectus, prospectus supplement and/or product supplement(s) and/or final pricing supplement have most recently been filed, or transmitted for filing, with the Commission pursuant to paragraph (b) of Rule 424 of the rules and regulations adopted by the Commission under the Securities Act of 1933 (the “ Securities Act ”), is hereinafter referred to as the “ Prospectus .” The terms “ supplement ,” “ amendment ” and “ amend ” as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus by the Bank with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

1. Representations and Warranties . The Bank represents and warrants to and agrees with you as of the Commencement Date (as hereinafter defined), as of each date on which you solicit offers to purchase Securities, as of each date on which the Bank accepts an offer to purchase Securities, as of each date the Bank issues and delivers Securities, and as of each date the Registration Statement or the Prospectus is amended or supplemented, as follows (each, a “ Representation Date ”), it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement and the Prospectus, each as amended or supplemented to each such date:

(iii) at each of the times of amending or supplementing referred to in Section 5 hereof, the Registration Statement and the Prospectus as then amended or supplemented, will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading,

(c) The financial statements of the Bank and its consolidated subsidiaries included in the Registration Statement and Prospectus fairly present in all material respects the financial position of the Bank and its consolidated subsidiaries on a consolidated basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Bank and its consolidated subsidiaries for the periods specified; such financial statements have been prepared (a) for the period ending December 31, 2006, in conformity with generally accepted accounting principles (“ GAAP ”) and (b) for the period beginning January 1, 2007, in conformity with international financial reporting standards (“ IFRS ”)(reconciled to U.S. GAAP to the extent required by the rules and regulations of the Commission), in each case applied on a consistent basis throughout the periods involved, except as disclosed therein.

“Time of Sale” shall mean any time at or prior to the confirmation of any sales of any Securities.

prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities, other than a Free Writing Prospectus approved in advance by you. At each Time of Sale, each such Free Writing Prospectus included in the applicable Time of Sale Information complied in all material respects with the Securities Act, has been filed in accordance with the Securities Act (to the extent required thereby), did not conflict with the information contained in the Registration Statement and Prospectus and, when taken together with the Prospectus filed prior to such Free Writing Prospectus, did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , that the Bank makes no representation and warranty with respect to any statements or omissions made in each such Free Writing Prospectus in reliance upon and in conformity with information relating to any Agent furnished to the Bank in writing by such Agent expressly for use in any Free Writing Prospectus.

(h) This Agreement has been duly authorized, executed and delivered by the Bank and constitutes the legal, valid and binding obligations of the Bank to be performed through the office through which it has been incurred, enforceable in accordance with its terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law.

Agreement and delivered to and duly paid for by the purchasers thereof, the Securities will be entitled to the benefits of the Warrant Agreement and will be valid and binding obligations of the Bank to be performed through the office through which they have been incurred, enforceable in accordance with their respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law.

(k) The execution and delivery by the Bank of this Agreement, the Securities and the Warrant Agreement and the performance by the Bank of its obligations under this Agreement, the Securities and the Warrant Agreement will not contravene any provision of applicable law or the Bank’s constitutive documents or any agreement or other instrument binding upon the Bank or any of its subsidiaries that is material to the Bank and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Bank or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Bank of its obligations under this Agreement, the Securities and the Warrant Agreement, except 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; provided, that no representation is made or warranty given as to whether the purchase of the Securities constitutes a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

2. Solicitations as Agents .

(b) [ Intentionally omitted .]

(e) Delivery . The documents required to be delivered by Section 4 of this Agreement as a condition precedent to your obligation to begin soliciting offers to purchase Securities as agent of the Bank shall be delivered at the office of Davis Polk & Wardwell, not later than 4:00 p.m., New York time, on the date hereof, or at such other time and/or place as you and the Bank may agree upon in writing, but in no event later than the day prior to the date on which you begin soliciting offers to purchase Securities pursuant to such Offering. The date of delivery of such documents is referred to herein as the “ Commencement Date .”

3. Agreements . The Bank agrees with you that:

the Prospectus and the Registration Statement, and each Free Writing Prospectus relating to the Securities to be offered and sold, in each case as soon as available and in such quantities as shall be reasonably requested. The Bank will prepare, prior to the applicable Time of Sale, with respect to any Securities to be sold through or to the Agents, a Free Writing Prospectus in accordance with Section 3(a) hereof in the form of a term sheet or preliminary pricing supplement with respect to such Securities (a “ Term Sheet ”) and will file such Term Sheet with the Commission pursuant to Rule 433 under the Securities Act not later than the time specified by such rule. The Bank will file the final version of the Term Sheet, containing the final terms of the relevant Securities, as a pricing supplement pursuant to the requirements of Rule 424(b) of the Securities Act, two days after the earlier of the date such terms became final or the date of first use (each a “ Pricing Supplement ”).

the preparation and filing of such amendment or supplement are satisfactory in all respects to you, upon the filing with the Commission of such amendment or supplement to the Prospectus or upon the effectiveness of an amendment to the Registration Statement, you will resume the solicitation of offers to purchase Securities hereunder.

(f) During the term of this Agreement, the Bank shall furnish to you such relevant documents and certificates of officers of the Bank relating to the business, operations and affairs of the Bank, the Registration Statement, the Prospectus, any amendments or supplements thereto, any Time of Sale information, the Warrant Agreement, the Securities, this Agreement, the Administrative Procedures and the performance by the Bank of its obligations hereunder or thereunder as you may from time to time reasonably request.

(h) The Bank will, whether or not any sale of Securities is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement, the Prospectus and all amendments and supplements thereto, and Time of Sale Information, (ii) the preparation, issuance and delivery of the Securities, (iii) the fees and disbursements of the Bank’s counsel and accountants and of the Warrant Agent and its counsel, (iv) the qualification of the Securities under securities or Blue Sky laws in accordance with the provisions of Section 3(e), including filing fees and the fees and disbursements of your counsel in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration

Statement and all amendments thereto, of the Prospectus and any amendments or supplements thereto, and the Time of Sale Information (vi) the printing and delivery to you of copies of the Warrant Agreement, and any Blue Sky or Legal Investment Memoranda, (vii) any fees charged by rating agencies for the rating of the Securities, and (viii) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (the “ NASD ”), and (ix) the fees and disbursements of Davis Polk & Wardwell.

4. Conditions of the Obligations of the Agents . Your obligation to solicit offers to purchase Securities as agent of the Bank in connection with any offering of Securities will be subject to the accuracy of the representations and warranties on the part of the Bank herein, to the accuracy of the statements of the Bank’s officers made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Bank of all covenants and agreements herein contained on its part to be performed and observed (at the time of such solicitation) and to the following additional conditions precedent when and as specified below:

(a) Prior to such solicitation:

(A) except, in each case described in paragraph (i), (ii) or (iv) above, as disclosed to you in writing by the Bank prior to such solicitation or (B) the relevant event shall have occurred and been known to you prior to such solicitation.

(b) On the Commencement Date, you shall have received:

(i) The opinion, dated as of such date, of the Bank’s Legal Department, or of other counsel satisfactory to you and who may be an official of the Bank, to the effect that:

(B) the Bank has corporate power and capacity to execute and deliver the Warrant Agreement, the Securities and this Agreement and to perform its obligations thereunder and hereunder;

(C) the execution and delivery of the Warrant Agreement, the Securities and this Agreement have been duly authorized by all necessary corporate action of the Bank;

(D) each of the Warrant Agreement and this Agreement has been duly executed and delivered on behalf of the Bank;

(E) the forms of the Securities have been duly authorized and established by the Bank;

(G) when Securities of a particular issuance have been executed by two persons named as attorneys-in-fact of the Bank in a power of attorney executed by two members of the Management Board of the Bank, they will have been validly executed on behalf of the Bank, and when such executed Securities have been authenticated by the Warrant Agent in accordance with the provisions of the Warrant Agreement and delivered to and duly paid for by the purchasers thereof, they will be valid and binding obligations of the Bank to be performed through the office through which they have been incurred;

(3) such judgment is not contrary to an existing judgment which is to be recognized in the Federal Republic of Germany;

(4) such judgment has not resulted from legal proceedings begun subsequent to other legal proceedings regarding the same subject matter, which legal proceedings are incompatible therewith;

this Agreement, which judgment is in line with the law and the public policy of New York, would be obviously contrary either to the essential principles of the law of the Federal Republic of Germany or of the rights granted under the constitutional law of the Federal Republic of Germany; and

(ii) The opinion, dated as of such date, of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to the Bank, to the effect that:

(A) each of the Warrant Agreement, assuming that it has been duly authorized, executed, and delivered by the Bank as a matter of German law, and this Agreement is a valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, except (x) as the enforceability thereof (1) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (2) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or law and (y) that such counsel expresses no opinion with respect to Section 7 hereof providing for indemnification and contribution;

(B) assuming the forms of the Securities have been duly authorized by the Bank as a matter of German law, the forms of the Securities have been duly authorized and established in conformity with the provisions of the Warrant Agreement, and when the Securities have been executed by the Bank and authenticated by the Warrant Agent or its duly appointed agent in accordance with the provisions of the Warrant Agreement, and delivered to and duly paid for by the purchasers thereof, the Securities will be entitled to the benefits of the Warrant Agreement, and will be valid and binding obligations of the Bank, enforceable in accordance with their respective terms, except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or law;

Securities Act and the Trust Indenture Act, except that no opinion is expressed herein with respect to (i) the applicability of the U.S. federal securities laws or the securities or Blue Sky laws of the various states in connection with the offer and sale of any Securities or (ii) whether the purchase of any Securities constitutes a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended;

included therein, as to which such counsel expresses no view), and except for that part of the Prospectus that constitutes the Form T-1), as of the date of the Prospectus or the date of incorporation, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the belief set forth above does not cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Prospectus.

(iii) The opinion, dated as of such date, of Davis Polk & Wardwell to the effect that:

(A) each of the Warrant Agreement and this Agreement, assuming that it has been duly authorized, executed, and delivered by the Bank as a matter of German law, is a valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, except (x) as the enforceability thereof (1) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (2) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or law and (y) that such counsel expresses no opinion with respect to Section 7 hereof providing for indemnification and contribution;

(B) assuming the forms of the Securities have been duly authorized by the Bank as a matter of German law, the forms of the Securities have been duly authorized and established in conformity with the provisions of the Warrant Agreement, and when the Securities have been executed by the Bank and authenticated by the Warrant Agent or its duly appointed agent in accordance with the provisions of the Warrant Agreement, and delivered to and duly paid for by the purchasers thereof, the Securities will be entitled to the benefits of the Warrant Agreement, and will be valid and binding obligations of the Bank, enforceable in accordance with their respective terms, except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors’ rights generally and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or law;

(C) the execution and delivery by the Bank of the Securities, the Warrant Agreement and this Agreement and the performance by the Bank of its obligations under such agreements will not contravene any provision of applicable U.S. federal or New York State law that in such counsel’s experience is normally applicable to transactions of the type contemplated by such agreements, and no consent, approval, authorization or order of or qualification with any U.S. federal or New York State governmental body or agency that in such counsel’s experience is normally applicable to transactions of the type contemplated by such agreements is required for the performance by the Bank of its obligations under the Securities, the Warrant Agreement or this Agreement, except that no opinion is expressed herein with respect to (i) the applicability of the U.S. federal securities laws or the securities or Blue Sky laws of the various states in connection with the offer and sale of any Securities or (ii) whether the purchase of any Securities constitutes a “prohibited transaction” under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended;

(E) the Bank is not required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(H) no information has come to such counsel’s attention that causes such counsel to believe that the Registration Statement, including the documents incorporated by reference therein (except the financial statements and schedules and other financial and statistical data included therein, as to which such counsel expresses no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that the belief set forth above does not cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Prospectus; and

may be, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the belief set forth above does not cover information concerning an offering of particular Securities to the extent such information will be set forth in a supplement to the Prospectus.

(c) On the Commencement Date, you shall have received a certificate of the Bank, dated the Commencement Date and signed by an executive officer of the Bank, to the effect set forth in subparagraph (a)(iv) above, and to the effect that the representations and warranties of the Bank contained in this Agreement are true and correct as of such date, that the Bank has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such date and as to such other matters as you shall reasonably request.

(d) [Intentionally omitted.]

(e) On the Commencement Date, the Bank shall have furnished to you such appropriate further information, certificates and documents as you may reasonably request.

6. Certain Agreements of the Agents . Each Agent hereby represents and agrees that:

(d) it will retain copies of each Free Writing Prospectus used or referred to by it and all other Time of Sale Information, in accordance with Rule 433 under the Securities Act;

(i) in acting under this Agreement and in connection with the sale of any Securities by the Bank, it shall make reasonable efforts to assist the Bank in obtaining performance by each purchaser whose offer to purchase Securities has been solicited by it and accepted by the Bank, but it shall not have any liability to the Bank in the event any such purchase is not consummated for any reason;

(j) [Intentionally omitted];

(k) [Intentionally omitted]; and

(l) in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Bank or other seller of such Securities) it will comply with all applicable rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any banking regulator or of any securities exchange having jurisdiction over the offering, including Rule 15c2-8 of the Exchange Act and any other laws, rules or regulations regarding distribution of Prospectuses, suitability or diligence to accounts.

(b) You agree to indemnify and hold harmless the Bank, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Bank within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Bank to you, but only with reference to information relating to you furnished to the Bank in writing by you expressly for use in the Registration Statement or any amendment thereof or the Prospectus (as amended or supplemented if the Bank shall have furnished any amendments or supplements thereto), any applicable Free Writing Prospectus or any applicable Time of Sale Information. Notwithstanding anything in this Agreement to the contrary, the obligations of each Agent under this Section 7(b) are several and not joint.

amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand and you on the other hand from the offering of such Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank on the one hand and you on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Bank on the one hand and you on the other hand in connection with the offering of such Securities shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Securities (before deducting expenses) received by the Bank bear to the total discounts and commissions received by you in respect thereof. The relative fault of the Bank on the one hand and of you on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Bank or by you and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Bank and you agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, you shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities referred to in paragraph (d) above that were offered and sold to the public through you exceeds the amount of any damages that you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Bank, its officers and you set forth in or made pursuant to this Agreement will remain operative and in full force and effect regardless of any termination of this Agreement, any investigation made by or on behalf of you or any person controlling you or by or on behalf of the Bank, its officers or directors or any person controlling the Bank and acceptance of and payment for any of the Securities.

8. Termination . This Agreement may be terminated at any time either by the Bank or by you upon the giving of written notice of such termination to the other parties hereto, but without prejudice to any rights, obligations or liabilities of any parties hereto accrued or incurred prior to such termination. If this Agreement is terminated, the provisions of the third paragraph of Section 2(a), the last sentence of Section 3(c) and Sections 3(d), 3(h), 6, 7, 9 and 13 shall survive; provided that if at the time of termination an offer to purchase Securities has been accepted by the Bank but the time of delivery to the purchaser or its agent of such Securities has not occurred, the provisions of Sections 1, 2(b), 2(c), 3(b), 3(e), 3(f), 3(h), 4 and 5 shall also survive until such delivery has been made.

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60-4008

New York, New York 10005

Attention: Treasury/US Global Note Program

Telefax: 212-797-5781

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60-1403

New York, New York 10005

Attention: Transaction Management/US Global Note Program

Telefax: 212-797-9377

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60-3610

New York, New York 10005

Attention: Legal Department/US Global Note Program

Telefax: 212-797-4563

10. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 7 and the purchasers of Securities (to the extent expressly provided in Section 4), and no other person will have any right or obligation hereunder.

12. Applicable Law . This Agreement will be governed by and construed in accordance with the internal laws of the State of New York.

14. Judgment Currency . The Bank, on the one hand, and the Agents severally, on the other hand, agree, to indemnify the other against loss incurred as a result of any judgment or order being given or made for any amount due hereunder or under the Securities and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified party would have been able to purchase United States dollars with the amount of the Judgment Currency actually received by it if such indemnified party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Bank and the Agents and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.


Very truly yours,

DEUTSCHE BANK AKTIENGESELLSCHAFT

By
Name:
Title:


By
Name:
Title:

The foregoing U.S. Warrant Distribution Agreement is hereby confirmed and accepted by the undersigned as an Agent as of the date first above written.


DEUTSCHE BANK TRUST COMPANY AMERICAS

By:
Name:
Title:

By:
Name:
Title:

Notices hereunder shall be sent to:

Deutsche Bank Trust Company Americas

Private Wealth Management Legal Department

1251 Avenue of the Americas, 25 ^th Floor

New York, NY 10020

Attention: Dmitri Handera, Counsel

Telefax: (212) 454-0069

EXHIBIT A

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

[Intentionally omitted]

EXHIBIT B

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

ADMINISTRATIVE PROCEDURES

Unless otherwise defined herein, terms defined in the Warrant Agreement and the Securities shall be used herein as therein defined.

The Bank will advise the Agent in writing of the employees of the Bank with whom the Agent is to communicate regarding offers to purchase Securities and the related settlement details.

ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY SECURITIES


Issuance:		Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus on any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Securities, the Bank will issue a single global Security in fully registered form without coupons (a “Global Security” ) representing up to U.S. $500,000,000 notional amount of all such Securities that have the same Original Issue Date, Maturity Date and other terms. Each Global Security will be dated and issued as of the date of its authentication or countersignature, as the case may be, by DBTCA. Each Global Security on which interest is payable will bear an “Interest Accrual Date,” which will be (i) with respect to an original Global Security (or any portion thereof), its original issuance date and (ii) with respect to any Global Security (or any portion thereof) issued subsequently upon exchange of a Global Security, or in lieu of a destroyed, lost or stolen Global Security, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Security or Securities (or if no such payment or provision has been made, the original issuance date of the predecessor Global Security), regardless of the date of authentication of such subsequently issued Global Security. Book-Entry Securities may be payable in either U.S. dollars or other specified currencies. No Global Security will represent any Certificated Security.

		If the Term Sheet (as defined herein) provides for an extended offering period beyond the Original Issue Date, then on any subsequent date of settlement for Securities having the same


		Original Issue Date, Maturity Date and other terms as the Securities represented by such Global Security, DBTCA will annotate the Global Security to indicate the change in aggregate notional amount. Upon such annotation DBTCA, by means of an instruction originated through DTC’s Deposit/Withdrawal at Custodian (DWAC) system, will inform DTC to reflect an increase to the aggregate notional amount of the Securities.

Denominations:		Unless otherwise specified in the applicable Term Sheet, Book-Entry Securities will be issued in notional amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000 or, if such Book-Entry Securities are issued in a currency other than U.S. dollars, notional amounts of such currency in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such currency), unless otherwise indicated in the applicable Term Sheet or Prospectus Supplement. Global Securities will be denominated in notional amounts not in excess of U.S. $500,000,000. If one or more Book-Entry Securities having an aggregate notional amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Security then one Global Security will be issued to represent each U.S. $500,000,000 notional amount of such Book-Entry Security or Securities and an additional Global Security will be issued to represent any remaining notional amount of such Book-Entry Security or Securities. In such a case, each of the Global Securities, representing such Book-Entry Security or Securities shall be assigned the same CUSIP number.

Preparation of Term Sheet/Prospectus Supplement:		If any order to purchase a Book-Entry Security is accepted by or on behalf of the Bank, the Bank will prepare a preliminary or final Prospectus Supplement and Term Sheet (together, a “ Prospectus Supplement ”) reflecting the terms of such Security. The Bank (i) will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of such Prospectus Supplement in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and (ii) will, as soon as possible and in any event not later than the date on which such Prospectus Supplement is filed with the Commission, deliver the number of copies of


		such Prospectus Supplement to the Agent as the Agent shall request. The Agent will cause such Prospectus Supplement to be delivered, or otherwise made available, to the purchaser of the Security.

		In each instance that a Prospectus Supplement is prepared, the Agent will affix the Prospectus Supplement to Prospectuses and any other Time of Sale Information prior to their use. Outdated Free Writing Prospectuses, Term Sheets, Prospectus Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.

Settlement:		The receipt by the Bank of immediately available funds in payment for a Book-Entry Security and the authentication and issuance of the Global Security representing such Security shall constitute “settlement” with respect to such Securities. All orders accepted by the Bank will be settled on the third Business Day pursuant to the timetable for settlement set forth below unless the Bank and the purchaser agree to settlement on another day as set out in the applicable Prospectus or Time of Sale Information, which shall be no earlier than the next Business Day.

Settlement Procedures:		Unless otherwise specified in any Prospectus or Time of Sale Information, settlement procedures with regard to each Book-Entry Security sold by the Bank to or through the Agent, shall be as follows:

A.		The Agent will advise the Bank by telephone of the following settlement information:

		1. Notional amount. 2. Trade Date.

		3. Expiration Date. 4. Exercise Date

		5. Redemption or repayment provisions, if any.

		6. Price.

		7. Agent’s commission, if any, determined as provided in the Warrant Distribution Agreement.

		8. Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency.



		9. Whether the Security is an Original Issue Discount Security (an “OID Security” ) and if it is an OID Security, the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price)

		10. Whether the Security is a Renewable Security and if it is a Renewable Security, the Initial Maturity Date, the Final Maturity Date, the Election Dates and the Maturity Extension Dates.

		11. Any other applicable provisions.

B.		The Bank will advise DBTCA by electronic transmission (confirmed in writing at any time on the same date) of the information set forth in “Settlement Procedure” “A” above. The Bank will then assign a CUSIP number to the Global Security representing a Security and will notify DBTCA and the Agent of such CUSIP number(s) by telephone as soon as practicable.

C.		DBTCA will, as applicable, authenticate, complete and deliver the Global Security.

D.		Each Global Note will be registered in the name of CEDE & CO., as nominee for DTC, on the Securities Register maintained by DBTCA under the Warrant Agreement. The beneficial owner of a Security (or one or more indirect participants in DTC designated by such owner) will hold their positions through one or more direct or indirect participants in DTC (with respect to such Securities, the “Participants”). DTC records will only reflect the direct Participants in whose accounts Securities are held. The Participants will be responsible for maintaining records of their beneficial owners.

E.		On the morning of Settlement, the Agent will wire transfer (via Fed Wire, in accordance with procedures previously agreed upon with the Issuer) to a designated account of the Issuer funds available for immediate use in the amount equal to the price of the Warrants to be issued. The initial issuance of a series of Warrants will close as an underwritten deal via DTC FAST in units for each CUSIP and there will be a DTC closing call.


F.		The Agent will use the DTC Underwriting System to confirm the settlement of the delivery of the Warrants.

Failure to Settle:		If settlement of a Warrant is rescheduled or canceled, the Agent and DBTCA will give appropriate notifications thereof to all parties involved.

Exhibit C

DEUTSCHE BANK AKTIENGESELLSCHAFT

WARRANTS

AGENT ACCESSION LETTER

[date]

[Name of Agent]

[Address of Agent]

Dear Sirs/Mesdames:

Notwithstanding anything in the Warrant Distribution Agreement to the contrary, with respect to a particular offering of Securities, the obligations of each of the Existing Agents and the Additional Agent(s) under Section 7 of the Warrant Distribution Agreement are several and not joint, and in no case shall any Existing Agent or Additional Agent (except as may be provided in any agreement among them) be responsible under Section 7(d) to contribute any amount in excess of the amount by which the total price at which the Securities that were offered and sold by such Existing Agent or Additional Agent exceeds the amount of damages such Existing Agent or Additional Agent has been required to pay by reason of an untrue or alleged untrue statement or alleged omission.

If the foregoing correctly sets forth the agreement among the parties hereto, please indicate your acceptance hereof in the space provided for that purpose below.


Very truly yours,

DEUTSCHE BANK AKTIENGESELLSCHAFT

By
Name:
Title:



By
Name:
Title:

CONFIRMED AND ACCEPTED, as of the

date first above written

[Insert name of Additional Agent and information pursuant to Section 9 of the Warrant Distribution Agreement]

Exhibit 99.3

DEUTSCHE BANK AKTIENGESELLSCHAFT

and

DEUTSCHE BANK TRUST COMPANY AMERICAS, Warrant Agent

WARRANT AGREEMENT

dated as of November 15, 2007

TABLE OF CONTENTS


		Page
ARTICLE 1
W ARRANTS

Section 1.01.	Ranking	2
Section 1.02.	Form, Execution and Delivery of Warrant Certificates	2
Section 1.03.	Number Unlimited; Issuable in Series	4
Section 1.04.	Countersignature and Delivery of Warrant Certificates	6
Section 1.05.	Place of Exercise; Registration of Transfers and Exchanges	9
Section 1.06.	Mutilated or Missing Warrant Certificates	12
Section 1.07.	Registered Holders	13
Section 1.08.	Cancellation	14
Section 1.09.	Additional Warrant Agents	14
Section 1.10.	Appointment of Calculation Agents	15

ARTICLE 2
D URATION AND E XERCISE OF W ARRANTS

Section 2.01.	Duration and Exercise of Warrants	15
Section 2.02.	Return of Money Held Unclaimed for Two Years	15

ARTICLE 3
O THER P ROVISIONS R ELATING TO R IGHTS OF W ARRANTHOLDERS

Section 3.01.	Warrantholder May Enforce Rights	16
Section 3.02.	No Rights as Holder of Warrant Property Conferred by Warrants or Warrant Certificates	16
Section 3.03.	Merger, Consolidation, Conveyance or Transfer	16

ARTICLE 4
W ARRANTS A CQUIRED BY THE B ANK ; P AYMENT OF T AXES

Section 4.01.	Warrants Acquired by the Bank	17
Section 4.02.	Payment of Taxes	17

ARTICLE 5
C ONCERNING THE W ARRANT A GENT

Section 5.01.	Warrant Agent	18
Section 5.02.	Condition of Warrant Agent’s Obligations	18
Section 5.03.	Resignation and Appointment of Successor	20


ARTICLE 6 M ISCELLANEOUS

Section 6.01.	Amendment	22
Section 6.02.	Notices and Demands to the Bank and the Warrant Agent	23
Section 6.03.	Addresses for Notices	23
Section 6.04.	Notices to Warrantholders	24
Section 6.05.	Obtaining of Approvals	24
Section 6.06.	Persons Having Rights under this Agreement	24
Section 6.07.	Inspection of Agreement	24
Section 6.08.	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	24
Section 6.09.	Payments Due on Saturdays, Sundays and Holidays	25
Section 6.10.	Judgment Currency	25
Section 6.11.	Headings	26
Section 6.12.	Counterparts	26
Section 6.13.	Applicable Law	26


Exhibit I	–	Form of Registered Call Warrant Certificate

Exhibit II	–	Form of Registered Put Warrant Certificate

WARRANT AGREEMENT

THIS AGREEMENT, dated as of November 15, 2007 between DEUTSCHE BANK AKTIENGESELLSCHAFT, a stock corporation with limited liability incorporated in the Federal Republic of Germany, which may act through its London Branch, (the “ Bank ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York trust company (the “ Warrant Agent ”).

WHEREAS, the Bank has entered into a Senior Indenture dated as of November 22, 2006, among the Bank, Law Debenture Trust Company of New York, as Trustee (the “ Trustee ”), and Deutsche Bank Trust Company Americas, as issuing agent, paying agent and registrar (as further amended or supplemented from time to time, the “ Indenture ”), providing for the issuance from time to time of its unsecured debt securities to be issued in one or more series as provided in the Indenture;

WHEREAS, the Bank has duly authorized the issue from time to time of warrants (the “ Warrants ”) linked to (i) securities issued by the Bank or by an entity affiliated or not affiliated with the Bank, (ii) one or more currencies, (iii) one or more commodities, (iv) one or more interest rates, (v) any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance or (vi) one or more baskets or indices of the items described in clauses (i), (ii), (iii), (iv) and (v) or any combination of the above (the property described in clauses (i), other than the Bank’s debt securities, (ii), (iii), (iv), (v) and (vi), in relation to a Warrant, being hereinafter referred to as the “ Unaffiliated Warrant Property ” applicable to such Warrant, and the Bank’s debt securities issued pursuant to the Indenture to be purchased or sold upon exercise of any Warrant, being hereinafter referred to as the “ Warrant Securities, ” and together with the Unaffiliated Warrant Property, the “ Warrant Property ”) to be issued in one or more series and in such number and with such terms as may from time to time be authorized in accordance with the terms of this Agreement;

WHEREAS, the Bank has duly authorized the execution and delivery of this Agreement to provide, among other things, for the delivery and administration of the Warrants; and

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

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

W ARRANTS

Section 1.01 . Ranking. The Warrants are unsecured contractual obligations of the Bank and will rank pari passu with the Bank’s other unsecured contractual obligations and with the Bank’s unsecured and unsubordinated debt.

Section 1.02 . Form, Execution and Delivery of Warrant Certificates. (a) Certificates (“ Warrant Certificates ”) evidencing the Warrants of each series shall be substantially in the form of Exhibits I and II hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as defined below) (as set forth in a Board Resolution or, to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer’s Certificate (as defined below) detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation, including CUSIP numbers (the correctness of which shall not be the responsibility of the Warrant Agent), and such legends or endorsements as the officers of the Bank executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an “ SRO ”) on which the Warrants of such series may be listed or quoted, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Bank by the chief financial officer, the treasurer or any assistant treasurer or such other persons specifically designated by the Board to execute Warrant Certificates, which signature may or may not be attested by the secretary or an assistant secretary of the Bank. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent.

“ Bank ” means Deutsche Bank Aktiengesellschaft, a German stock corporation with limited liability, which may act through its London Branch, and, subject to Article 3 of this Agreement, its successors and assigns.

“ 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 Warrant Agent.

“ Board ” means either the Board of Managing Directors ( Vorstand ) of the Bank or any subset of such Board duly authorized to act on its behalf.

“ London Branch ” means the branch of Deutsche Bank Aktiengesellschaft established by it in England and Wales (Registration No. BR000005) under Schedule 21A to the Companies Act 1985.

“ Officer’s Certificate ” means a certificate signed by any two persons acting together authorized by the Bank or any other person authorized by the Board to execute any such certificate. Without limiting the generality of the foregoing, if the Warrants of any series are to be issued as components of a unit (“ Unit ”) with one or more other securities of the Bank, an officer’s certificate or similar certificate relating to the Warrants delivered pursuant to an indenture or unit agreement or similar agreement governing such Units or one or more other components thereof may also constitute an Officer’s Certificate under this Agreement.

(b) In case any officer of the Bank who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Bank or delivered by the Bank, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Bank; and a Warrant Certificate may be signed on behalf of the Bank by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Bank to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

(c) Pending the preparation of final Warrant Certificates evidencing Warrants of any series, the Bank may execute and the Warrant Agent shall countersign and deliver temporary Warrant Certificates evidencing such Warrants (printed, lithographed, typewritten or otherwise produced, in each case in form satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be issuable substantially in the form of the final Warrant Certificates but with such omissions, insertions and variations as may be appropriate for temporary Warrant Certificates, all as may be determined by the Bank with the concurrence of the Warrant Agent. Such temporary Warrant Certificates may contain such reference to any provisions of this Warrant Agreement as may be appropriate. Every such temporary Warrant Certificate shall be executed by the Bank and shall be countersigned by the Warrant Agent upon the same conditions and in substantially the same manner, and with like effect, as the final Warrant Certificates. Without unreasonable delay, the Bank shall execute and shall furnish final Warrant Certificates and thereupon such temporary Warrant Certificates may be surrendered in exchange therefor without charge, and the Warrant Agent shall countersign and deliver in exchange for such temporary Warrant Certificates final Warrant Certificates evidencing a like aggregate number of Warrants of the same series and of like tenor as

those evidenced by such temporary Warrant Certificates. Until so exchanged, such temporary Warrant Certificates and the Warrants evidenced thereby shall be entitled to the same benefits under this Warrant Agreement as final Warrant Certificates and the Warrants evidenced thereby.

Section 1.03 . Number Unlimited; Issuable in Series. (a) The aggregate number of Warrants that may be delivered under this Agreement is unlimited.

(b) The Warrants may be issued in one or more series and, unless prior written approval of the Warrant Agent is obtained, such approval not to be unreasonably withheld, shall be issued in book-entry form. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Warrants of any series:

(i) the designation of the Warrants of the series, which shall distinguish the Warrants of the series from the Warrants of all other series;

(ii) any limit upon the aggregate number of the Warrants of the series that may be countersigned and delivered under this Agreement (disregarding any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Warrants of the series);

(iii) the money payable or receivable or the specific Warrant Property purchasable or salable upon exercise of the Warrants of the series, and the amount thereof (or the method for determining the same);

(iv) the price at which the Warrants of the series will be issued and, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;

(v) whether the Warrants of the series are warrants to purchase (including warrants that may be settled by means of net cash settlement or cashless exercise) (“ call warrants ”) or warrants to sell (including warrants that may be settled by means of net cash settlement or cashless exercise) (“ put warrants ”) the Warrant Property;

(vi) the price at which and, if other than U.S. dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Warrants of the series (or the method for determining the same);

(vii) the period or periods within which, the price or prices at which and the terms and conditions upon which the Warrants of the series may be redeemed, in whole or in part, at the option of the Bank and, if other than by a Board Resolution, the manner in which any election by the Bank to redeem the Warrants shall be evidenced;

(viii) whether the exercise price for the Warrants of the series may be paid in cash or by the exchange of the Warrants or any other security or other property, or any combination thereof, and the method of exercise of the Warrants of the series;

(ix) whether the exercise of the Warrants of the series is to be settled in cash or by delivery of the Warrant Property or both, or otherwise;

(x) the terms by which (A) in the case of call warrants, all funds in payment for the exercise of Warrants shall be delivered to the Bank and the Bank shall deliver the Warrant Property or (B) in the case of put warrants, the Warrant Property shall be delivered to the Bank in exchange for the funds delivered by the Bank;

(xi) the date on which the right to exercise the Warrants of the series shall commence and the date (the “ Expiration Date ”) on which such right shall expire or, if the Warrants of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;

(xii) whether the Warrant Certificates will be issued in global form (“ Global Warrant Certificates ”) or definitive form (“ Definitive Warrant Certificates ”), and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form;

(xiii) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to Warrants of the series;

(xiv) whether the Warrants of the series will be issued separately or together as a unit (a “ Unit ”) with one or more other securities of the Bank or any other person and, if the Warrants of the series are to be issued as components of Units, whether and on what terms the Warrants of the series may be separated from the other components of such Units prior to the Expiration Date of such Warrants; and

(xv) any other terms of the Warrants of the series (which terms shall not be inconsistent with the provisions of this Agreement).

(c) All Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer’s Certificate referred to above or as set forth in any such agreement supplemental hereto. All Warrants 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 Agreement, if so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any such agreement supplemental hereto.

Section 1.04 . Countersignature and Delivery of Warrant Certificates. (a) The Bank may deliver Warrant Certificates evidencing Warrants of any series executed by the Bank to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Bank (contained in the Issuer Order (as defined below) referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. Such countersignatures may be either manual or facsimile. Any terms of the Warrants evidenced by such Warrant Certificates may be determined by or pursuant to such Issuer Order or such other procedures. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be entitled to receive (in the case of subparagraphs 1.04(a)(ii), 1.04(a)(iii), 1.04(a)(iv) and 1.04(a)(v) below, only at or before the time of the first request of the Bank to the Warrant Agent to countersign Warrant Certificates in a particular form evidencing Warrants) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Bank;

(ii) any Board Resolution, Officer’s Certificate and/or executed supplemental agreement pursuant to which the forms and terms of the Warrants evidenced by such Warrant Certificates were established;

(iii) an Officer’s Certificate setting forth the forms and terms of the Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 1.02 and 1.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request;

(iv) an Incumbency Certificate with respect to any persons authorized to execute any Officer’s Certificate, Issuer Order or Warrant Certificate; and

(v) At the option of the Bank, either an Opinion of Counsel (as defined below) or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that:

(A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement;

(B) certain terms of the Warrants have been established in accordance with this Agreement, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all terms will have been duly authorized by the Bank and will have been established in conformity with the provisions of this Agreement; and

(C) when the Warrant Certificates have been executed by the Bank and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Warrants evidenced thereby will be valid and binding obligations of the Bank, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement.

In rendering such opinions, 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 Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Bank and its subsidiaries and certificates of public officials.

“ Incumbency Certificate ” means a certificate signed by a duly authorized officer of the Bank certifying as to the names of the persons authorized, as of the date of this Agreement, to sign any Officer’s Certificate, Issuer Order or Warrant Certificate together

with the true signature of each such person. The Warrant Agent may conclusively rely on the information contained in such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the persons named in such further certificate.

“ Issuer Order ” means a written statement, request or order of the Bank signed in its name by any two persons acting together authorized by the Bank or any other person authorized by the Board to execute any such written statement, request or order. Without limiting the generality of the foregoing, if the Warrants of a series are issued as components of Units, an issuer order or similar order relating to the Warrants delivered pursuant to an indenture or unit or similar agreement governing such Units or one or more other components thereof may also constitute an Issuer Order under this Agreement if addressed to the Warrant Agent.

“ Opinion of Counsel ” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Bank, and who shall otherwise be satisfactory to the Warrant Agent.

(b) The Warrant Agent shall have the right to decline to countersign and deliver any Warrant Certificates under this Section if the Warrant Agent, being advised by counsel, determines that such action may not lawfully be taken by the Bank or if the Warrant Agent (i) in good faith determines that such action would expose the Warrant Agent to personal liability to existing registered or beneficial holders of Warrants (each, a “ Warrantholder ”) or would affect the Warrant Agent’s own rights, duties or immunities under the Warrant Certificates, the Warrants, this Agreement or otherwise or (ii) in good faith determines that the terms of such Warrants are administratively unacceptable to it.

(c) If the Bank shall establish pursuant to Section 1.03 that the Warrants of a series are to be evidenced by one or more Global Warrant Certificates, then the Bank shall execute and the Warrant Agent shall, in accordance with this Section and the Issuer Order with respect to such series, countersign and deliver one or more Global Warrant Certificates that (i) shall evidence the Warrants of such series issued in such form and not yet canceled, (ii) shall be registered in the name of the Depositary (as defined below) for such Warrants or the nominee of such Depositary, (iii) shall be held by the Warrant Agent as such Depositary’s custodian or delivered 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 for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby 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.”

“ Depositary ” means, with respect to the Warrants of any series that are or may be evidenced by one or more Global Warrant Certificates, the person or persons designated as Depositary by the Bank pursuant to Section 1.03 hereof until a successor Depositary shall have become such pursuant to the applicable provisions of this Agreement, 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 Warrants of any such series shall mean the Depositary with respect to that series.

(d) If so required by applicable law, each Depositary for a series of Warrants 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.

(e) Each Warrant Certificate shall be dated the date of its countersignature. A Warrant Certificate shall not be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, unless and until such Warrant Certificate has been countersigned by the manual signature of an authorized officer of the Warrant Agent. Such countersignature by an authorized officer of the Warrant Agent upon any Warrant Certificate executed by the Bank in accordance with this Agreement shall be conclusive evidence that the Warrant Certificate so countersigned and the Warrants evidenced thereby have been duly issued hereunder.

Section 1.05 . Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 1.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s Window (as defined below) in accordance with procedures to be established pursuant to Section 1.03.

(b) Except as otherwise provided herein or as established pursuant to Section 1.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the “ Warrant Register ”) at the Warrant Agent’s Office (as defined below), subject to such reasonable regulations as the Bank or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s Window (as defined below), duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Bank duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority (“ FINRA ”) or by a member of a national securities exchange or in such other manner

acceptable to the Warrant Agent and the Bank. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent.

(c) Except as otherwise established for a series of Warrants pursuant to Section 1.03, at the option of a Registered Holder, Definitive Warrant Certificates may be exchanged for other Definitive Warrant Certificates evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window, Attention: Transfer Department. The “ Warrant Agent’s Window ” shall be the window of the Warrant Agent maintained for purposes of transfer and tender in Nashville, Tennessee (or at the address of any additional agency established by the Bank pursuant to Section 1.09 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement,


By Mail

		DB Services Tennessee, Inc. Reorganization Unit P.O. Box 292737
		Nashville, TN 37229-2737

By Overnight Mail or Courier

		DB Services Tennessee, Inc. Trust and Securities Services Reorganization Unit
		648 Grassmere Park Road Nashville, TN 37211

Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Bank shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor.

(d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange pursuant to paragraph (b) or (c) of this Section shall be valid obligations of the Bank, constituting the same obligations of the Bank as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender.

(e) Except as provided in Section 1.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer.

(f) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised.

(g) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Warrants 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.

(h) If at any time the Depositary for any series of Warrants notifies the Bank that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be eligible under this Agreement, the Bank shall appoint a successor Depositary with respect to such series. If a successor Depositary for such series is not appointed by the Bank within 90 days after the Bank receives such notice or becomes aware of such ineligibility, the Bank’s election pursuant to Section 1.03 that such series be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Bank will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver Definitive Warrant Certificates evidencing Warrants of such series and of like tenor in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates.

(i) If established pursuant to Section 1.03 with respect to a series of Warrants evidenced in whole by one or more Global Warrant Certificates, the Depositary for such series may surrender such Global Warrant Certificate or Certificates in exchange in whole for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Bank and such Depositary. Thereupon, the Bank shall execute, and the Warrant Agent shall countersign and deliver, without service charge,

(i) to the person specified by such Depositary a new Definitive Warrant Certificate of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate or Certificates; and

(ii) to such Depositary a new Global Warrant Certificate or Certificates evidencing Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificates and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 1.05(j)(i) above.

Upon the exchange of a Global Warrant Certificate for Definitive Warrant Certificates, such Global Warrant Certificate shall be canceled by the Warrant Agent or an agent of the Bank or the Warrant Agent. Registered Definitive Warrant Certificates issued in exchange for a registered Global Warrant Certificate pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such series, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Bank or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the persons in whose names such Warrant Certificates are so registered.

(j) The Bank may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Bank may from time to time rescind any such designation, as the Bank may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Bank of its obligation to maintain the agencies provided for in this Section. The Bank will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Section 1.06 . Mutilated or Missing Warrant Certificates. (a) If any Warrant Certificate evidencing Warrants of any series is mutilated, lost, stolen or destroyed, the Bank may in its discretion execute, and the Warrant Agent may countersign and deliver, in exchange and substitution for the mutilated Warrant Certificate, or in replacement for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate representing an equivalent number of unexercised Warrants of the same series and of like tenor, bearing an identification number, if applicable, not contemporaneously outstanding, but only (in case of loss, theft or destruction) upon receipt

of evidence satisfactory to the Bank and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and security or indemnity, if requested, also satisfactory to them. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Bank or the Warrant Agent may prescribe.

(b) In case the Warrants evidenced by any such mutilated, lost, stolen or destroyed Warrant Certificate have been or are about to be exercised, or deemed to be exercised, the Bank in its absolute discretion may, instead of issuing a new Warrant Certificate, and subject to the conditions set forth in clause 1.06(a) above, direct the Warrant Agent to treat the same as if it had received the Warrant Certificate together with an irrevocable exercise notice in proper form in respect thereof, as established with respect to the Warrants of such series.

(c) The Warrants evidenced by each new Warrant Certificate issued pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall be original, additional contractual obligations of the Bank, and shall be entitled to the same benefits under this Agreement as the Warrants evidenced by the Warrant Certificate that was lost, stolen or destroyed.

(d) Upon the issuance of any new Warrant Certificate in accordance with this Section, the Bank 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 Warrant Agent) connected therewith.

(e) The provisions of this Section are exclusive and shall preclude (to the extent lawful) any other rights and remedies with respect to the replacement or payment of mutilated, lost, stolen or destroyed Warrant Certificates.

Section 1.07 . Registered Holders. Prior to due presentment for registration of transfer, the Bank, the Warrant Agent, and any agent of the Bank or the Warrant Agent may deem and treat the person in whose name a Warrant Certificate shall be registered in the Warrant Register (a “ Registered Holder ”) as the absolute owner of the registered Warrants evidenced thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate) for any purpose whatsoever, and as the person entitled to exercise the rights represented by the registered Warrants evidenced thereby, and neither the Bank nor the Warrant Agent, nor any agent of the Bank or the Warrant Agent, shall be affected by any notice to the contrary. All payments on account of any registered Warrant to the Registered Holder, 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 of the Bank for moneys paid upon such registered Warrant. This Section shall be without prejudice to the rights of Warrantholders as described elsewhere herein.

Section 1.08 . Cancellation. All Warrant Certificates surrendered to the Warrant Agent for redemption or registration of transfer or exchange shall be promptly cancelled by the Warrant Agent. The Bank may at any time deliver to the Warrant Agent for cancellation any Warrant Certificates previously countersigned and delivered hereunder which the Bank may have acquired in any manner whatsoever, and all Warrant Certificates so delivered shall, upon receipt by the Warrant Agent of an Issuer Order, be promptly cancelled by the Warrant Agent. No Warrant Certificates shall be countersigned in lieu of or in exchange for any Warrant Certificates cancelled as provided in this Section, except as permitted by this Agreement. All cancelled Warrant Certificates held by the Warrant Agent shall be disposed of in accordance with its customary procedures and a certificate of their disposition shall be delivered by the Warrant Agent to the Bank, unless by Issuer Order the Bank shall direct that cancelled Warrant Certificates be returned to it.

If the Bank notifies the Trustee of its election to redeem Warrant Securities pursuant to the Indenture or the terms thereof, the Bank may elect, and shall give notice to the Warrant Agent of its election, to cancel the unexercised Warrants to purchase or sell such Warrant Securities, the Warrant Certificates evidencing such Warrants and the rights evidenced thereby. Promptly after receipt of such notice by the Warrant Agent, the Bank shall, or, at the Bank’s request, the Warrant Agent shall in the name of and at the expense of the Bank, give notice of such cancellation, as provided in Section 6.04, to the Holders of such Warrant Certificates, such notice to be so given not less than 30 nor more than 60 days (or within any other redemption notice period specified in such Warrant Securities) prior to the date fixed for the redemption of the Warrant Securities pursuant to the Indenture or the terms thereof. The unexercised Warrants, the Warrant Certificates and the rights evidenced thereby shall be cancelled and become void on the 15th day prior to such date fixed for redemption.

If the Bank or any affiliate of the Bank shall acquire any Warrant Certificate, such acquisition shall not operate as a cancellation of such Warrant Certificate unless and until such Warrant Certificate is delivered to the Warrant Agent for the purpose of cancellation.

Section 1.09 . Additional Warrant Agents. Whenever the Bank shall appoint a warrant agent other than the Warrant Agent with respect to the Warrants of any series, it will cause such warrant agent to execute and deliver to the Warrant Agent an instrument in which such agent shall agree with the Warrant Agent, subject to the provisions of this Section,

(a) that it will hold all Warrant Property received by it as such agent for any payment with respect to the Warrants of such series in trust for the benefit of the Warrantholders of such series if any, or of the Warrant Agent, and

(b) that it will give the Warrant Agent notice of any failure by the Bank to make any payment with respect to the Warrants of such series when the same shall be due and payable.

The Bank will, on or prior to each date of any payment of Warrants of any such series, deposit with the Warrant Agent or any such additional warrant agent a sum sufficient to make such payment, and the Bank will promptly notify the Warrant Agent of any failure to take such action with respect to any such additional warrant agent.

Section 1.10 . Appointment of Calculation Agents. Pursuant to Section 1.03 hereof, the Bank may, in connection with any series of Warrants, appoint itself or any of its affiliates, including Deutsche Bank Securities Inc., or any other person or entity as Calculation Agent to make any calculations as may be required pursuant to the terms of any such series of Warrants. Any such Calculation Agent shall act as an independent expert and, unless otherwise provided by this Agreement, its calculations and determinations under this Agreement shall, absent manifest error, be final and binding on the Bank, the Warrant Agent and the Warrantholders. Any such calculations will be made available to a Warrantholder for inspection at the Warrant Agent’s Office.

ARTICLE 2

D URATION AND E XERCISE OF W ARRANTS

Section 2.01 . Duration and Exercise of Warrants. All terms with respect to duration and exercise of Warrants will be established pursuant to Section 1.03 for each series of Warrants.

Section 2.02 . Return of Money Held Unclaimed for Two Years. Except as otherwise provided herein, any money or other assets deposited with or paid to the Warrant Agent for the payment of any Warrants and not paid but remaining unclaimed for two years after the date upon which such money or other assets shall have become due and payable shall be repaid by the Warrant Agent to the Bank, at the Bank’s request pursuant to an Officer’s Certificate, and the holders of such Warrants shall thereafter look only to the Bank for any payment which such holders may be entitled to collect and all liability of the Warrant Agent with respect to such money shall thereupon cease; provided that the Warrant Agent, before making any such repayment, may (but shall not be obligated to) at the expense of the Bank notify (i) in the case of registered Warrants evidenced by Definitive Warrant Certificates, the Registered Holders, and (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, the participants of the Depositary, in each case as provided in Section 6.04, that said money has not been so applied and remains unclaimed and that after a date named in the notification any unclaimed balance of said money then remaining will be returned to the Bank.

ARTICLE 3

O THER P ROVISIONS R ELATING TO R IGHTS OF W ARRANTHOLDERS

Section 3.01 . Warrantholder May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Warrantholder may, without the consent of the Warrant Agent, the Depositary, any participant of the Depositary, any other Warrantholder, the holder of any Warrant Property or, if applicable, the common depositary for Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System, and Clearstream Banking, société anonyme , Luxembourg, or its successor, in and for its own behalf, enforce, and may institute and maintain, any suit, action or proceeding against the Bank suitable to enforce, or otherwise in respect of, its right to exercise its Warrants as provided in this Agreement and established with respect to such Warrants pursuant to Section 1.03.

Section 3.02 . No Rights as Holder of Warrant Property Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder or any beneficial owner thereof to any of the rights of a holder or beneficial owner of Warrant Property, including, without limitation, the right to receive the payment of dividends on, principal of (premium, if any) or interest, if any, on Warrant Property or to vote or to enforce any rights under any documents governing Warrant Property.

Section 3.03 . Merger, Consolidation, Conveyance or Transfer. If at any time there shall be a merger or consolidation of the Bank or a conveyance or transfer of its property and assets substantially as an entirety, then in any such event the successor or assuming corporation, if other than the Bank, shall by an instrument of assumption delivered to the Warrant Agent succeed to and be substituted for the Bank, with the same effect (subject to the Indenture, in the case of Warrants to purchase or sell Warrant Securities) as if it had been named herein and in the Warrant Certificates as the Bank. The Bank shall thereupon, except in the case of a transfer by way of lease, be relieved of any further obligation hereunder and under the Warrants and the Warrant Certificates, and the Bank, as the predecessor corporation, except in the case of a transfer by way of lease, may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation may thereupon cause to be signed, and may issue either in its own name or in the name of the Bank, Warrant Certificates evidencing any or all of the Warrants issuable hereunder that theretofore shall not have been signed by the Bank (and, in the case of Warrants to purchase or sell Warrant Securities, may execute and deliver Warrant Securities in its own name pursuant to the Indenture, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the

Warrants). All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such merger, consolidation, conveyance or transfer, such changes in phraseology and form (but not in substance) may be made in the Warrant Certificates representing the Warrants thereafter to be issued as may be appropriate.

ARTICLE 4

W ARRANTS A CQUIRED BY THE B ANK ; P AYMENT OF T AXES

Section 4.01 . Warrants Acquired by the Bank. (a) In the event the Bank shall purchase or otherwise acquire Warrants, such Warrants may, at the option of the Bank, be (i) in the case of registered Warrants evidenced by Definitive Warrant Certificates, delivered to the Warrant Agent, and if so delivered, the Warrant Agent shall promptly cancel such Warrants on the records of the Warrant Agent or (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, surrendered free through a participant of the Depositary to the Depositary for credit to the account of the Bank maintained at the Depositary, and if so credited, the Bank will instruct the Warrant Agent to note the cancellation of such Warrants by notation on the records of the Warrant Agent and the Warrant Agent shall cause its records to be marked to reflect the reduction in the number of Warrants evidenced by the Global Warrant Certificate or Certificates by the number of Warrants so canceled promptly after such account is credited. Warrants acquired by the Bank may also, at the option of the Bank, be resold by the Bank directly or to or through any of its affiliates in lieu of being surrendered to the Warrant Agent or credited to its account. No Warrant Certificate shall be countersigned in lieu of or in exchange for any Warrant that is canceled as provided herein, except as otherwise expressly permitted by this Agreement.

(b) Any canceled Warrant Certificate held by the Warrant Agent under this Agreement shall be disposed of by the Warrant Agent in accordance with its customary procedures unless otherwise directed by the Bank, and the Warrant Agent shall deliver a certificate of disposition to the Bank evidencing the same.

Section 4.02 . Payment of Taxes. The Bank will pay all stamp, withholding and other duties, if any, attributable to the initial issuance of each series or tranche of Warrants; provided , however, that, anything in this Agreement to the contrary notwithstanding, the Bank shall not be required to pay any tax or other governmental charge that may be payable in respect of any transfer involving any beneficial or record interest in, or ownership interest of, any Warrants or Warrant Certificates.

ARTICLE 5

C ONCERNING THE W ARRANT A GENT

Section 5.01 . Warrant Agent. The Bank hereby appoints Deutsche Bank Trust Company Americas as Warrant Agent of the Bank in respect of the Warrants upon the terms and subject to the conditions set forth herein; and Deutsche Bank Trust Company Americas hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in this Agreement and such further powers and authority to act on behalf of the Bank as the Bank may hereafter grant to or confer upon it with its consent. All of the terms and provisions with respect to such powers and authority contained in any Warrant Certificate are subject to and governed by the terms and provisions hereof.

Section 5.02 . Condition of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Bank agrees and to all of which the rights hereunder of the holders from time to time of the Warrants shall be subject:

(a) The Bank agrees promptly to pay the Warrant Agent in accordance with the fee schedule dated August 29, 2006 set forth in Exhibit III hereto, as may be amended from time to time, for all services rendered by the Warrant Agent pursuant to this agreement and to reimburse the Warrant Agent for its reasonable out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Warrant Agent without negligence or bad faith on its part in connection with the services rendered by it hereunder. The Bank also agrees to indemnify the Warrant Agent and its officers, directors, employees, representatives and agents for, and to hold it harmless against, any claim, obligation, loss, liability or expense (including reasonable attorneys’ fees and expenses) of whatever kind or nature regardless of merit, demanded, asserted or claimed against the Warrant Agent directly or indirectly, incurred without negligence or bad faith on the part of the Warrant Agent and arising out of or in connection with its acting as such Warrant Agent hereunder, as well as the reasonable costs and expenses of defending against any claim of liability in the premises. The obligations of the Bank under this Section shall survive the expiration of all Warrants issued under this Agreement.

(b) In acting under this Agreement, the Warrant Agent is acting solely as agent of the Bank and does not assume any obligation or relationship of agency or trust for or with any Warrantholders.

(c) The Warrant Agent may consult with counsel satisfactory to it (including counsel to the Bank), and the opinion of such counsel 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 the opinion of such counsel.

(d) The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any notice, direction, consent, certificate, affidavit, opinion, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

(e) The Warrant Agent and its officers, directors and employees may become the owner of, or acquire any interest in, any Warrants or other obligations of the Bank, with the same rights that it or they would have if it were not the Warrant Agent hereunder and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Bank and may act on behalf of, or as depositary, trustee or agent for, any committee or body of owners or holders of Warrants or other obligations of the Bank as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under the Indenture.

(f) Money held by the Warrant Agent in trust hereunder need not be segregated from other funds held by the Warrant Agent, except to the extent required by law. The Warrant Agent shall be under no obligation to invest or pay interest on any money received by it hereunder, except as otherwise agreed with the Bank. The Warrant Agent shall not be responsible for advancing funds on behalf of the Bank. Any interest accrued on funds deposited with the Warrant Agent under this Agreement shall be paid to the Bank from time to time and the Holders of Warrants shall have no claim to any such interest.

(g) The Warrant Agent shall not be under any responsibility with respect to the validity or sufficiency of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Warrant Agent) or with respect to the validity or execution of the Warrant Certificates (except its countersignature thereof).

(h) The recitals contained herein and in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon) shall be taken as the statements of the Bank, and the Warrant Agent assumes no responsibility for the correctness of the same.

(i) The Warrant Agent shall be obligated to perform such duties as are specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder likely to involve it in any expense or liability, the payment of which is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the application by the Bank

of any proceeds of the issuance of any Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Bank in the performance of its covenants or agreements contained in this Agreement or in any Warrant Certificate or in the case of the receipt of any written demand from a holder of a Warrant with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.02, to make any demand upon the Bank.

Section 5.03 . Resignation and Appointment of Successor. (a) The Bank agrees, for the benefit of the holders from time to time of the Warrants, that there shall at all times be a Warrant Agent hereunder with respect to each series of Warrants until all the Warrants of such series are no longer outstanding or until monies for the payment of all outstanding Warrants of such series, if any, shall have been paid to the Warrant Agent and shall have been returned to the Bank as provided in Section 2.02, whichever occurs earlier.

(b) The Warrant Agent may with 30-days prior written notice resign as such agent with respect to any series of Warrants by giving written notice to the Bank of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Warrant Agent with respect to such series and acceptance of such appointment by such successor Warrant Agent as hereinafter provided. The Warrant Agent hereunder may be removed with respect to any series of Warrants with 30-days prior written notice by the filing with it of an instrument in writing signed by or on behalf of the Bank and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Bank, as hereinafter provided, of a successor Warrant Agent with respect to such series (which shall be a banking institution organized under the laws of the United States of America or one of the states thereof, have a combined capital and surplus of at least $50,000,000 (as set forth in its most recent reports of condition published pursuant to law or to the requirements of any United States federal or state regulatory or supervisory authority) and having an office in the Borough of Manhattan, The City of New York) and the acceptance of such appointment by such successor Warrant Agent. In the event a successor Warrant Agent has not been appointed and accepted its duties within 90 days of the Warrant Agent’s notice of resignation, the Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Warrant Agent with respect to such series. The obligation of the Bank under Section 5.02(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent with respect to any series of Warrants.

(c) In case at any time the Warrant Agent with respect to any series of Warrants shall give notice of its intent to resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of

its creditors, or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be promptly appointed by the Bank by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the latter of such appointment, the Warrant Agent so superseded shall cease to be Warrant Agent hereunder with respect to such series.

(d) Any successor Warrant Agent appointed hereunder with respect to any series of Warrants shall execute, acknowledge and deliver to its predecessor and to the Bank an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent with respect to such series hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor (including, without limitation, the Warrant Register) as Warrant Agent with respect to such series hereunder.

(e) If a successor Warrant Agent is appointed with respect to the Warrants of one or more (but not all) series, the Bank, the predecessor Warrant Agent and each successor Warrant Agent with respect to the Warrants of any applicable series shall execute and deliver an agreement supplemental hereto that shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers and duties of the predecessor Warrant Agent with respect to the Warrants of any series as to which the predecessor Warrant Agent is not retiring shall continue to be vested in the predecessor Warrant Agent, and shall add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Warrants hereunder by more than one Warrant Agent, it being understood that nothing herein or in such supplemental agreement shall constitute such Warrant Agents Co-Warrant Agents of the same Warrants and that each such Warrant Agent shall be a Warrant Agent with respect to separate series of Warrants.

(f) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the

corporate agency assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE 6

M ISCELLANEOUS

Section 6.01 . Amendment. (a) This Agreement and the terms of the Warrants of any series may be amended (by means of an agreement supplemental hereto or otherwise) by the Bank and the Warrant Agent, without the consent of the Warrantholders of any series of Warrants, (i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein, (ii) to establish the form or terms of Warrant Certificates or Warrants of any series as permitted by Sections 1.02 and 1.03, (iii) to evidence and provide for the acceptance of appointment hereunder by a successor Warrant Agent with respect to the Warrants of any series and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Warrants hereunder by more than one Warrant Agent pursuant to Section 5.03, or (iv) in any other manner which the Bank may deem necessary or desirable and which will not materially and adversely affect the interests of the Warrantholders of such series.

(b) The Bank and the Warrant Agent may modify or amend this Agreement (by means of an agreement supplemental hereto or otherwise) with the consent of Warrantholders holding not less than a majority in number of the then outstanding Warrants of all series affected by such modification or amendment, for any purpose; provided , however , that no such modification or amendment that changes the exercise price of the Warrants of any series, reduces the amount receivable upon exercise, cancellation or expiration of the Warrants other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the Warrants, shortens the period of time during which the Warrants of such series may be exercised, or otherwise materially and adversely affects the exercise rights of the affected Warrantholders or reduces the percentage of the number of outstanding Warrants of such series, the consent of whose holders is required for modification or amendment of this Agreement, may be made without the consent of each Warrantholder affected thereby. In the case of Warrants evidenced by one or more Global Warrant Certificates, the Bank and the Warrant Agent shall be entitled to rely upon certification in form satisfactory to each of them that any requisite consent has been obtained from holders of beneficial ownership interests in the relevant Global Warrant Certificate. Such certification may be provided by participants of the Depositary acting on behalf of such beneficial owners of Warrants, provided that any such certification is accompanied by a certification from the Depositary as to the Warrant holdings of such participants.

(c) An amendment that changes or eliminates any provision of this Agreement that has expressly been included solely for the benefit of one or more particular series of Warrants, or that modifies the rights of Warrantholders of such series with respect to such provision, shall be deemed not to affect the rights under this Agreement of the Warrantholders of any other series.

(d) Upon the request of the Bank, accompanied by a copy of a Board Resolution (which Board 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) authorizing the execution of any such amendment, and upon the filing with the Warrant Agent of evidence of the consent of Warrantholders as aforesaid, the Warrant Agent shall join with the Bank in the execution of such amendment unless such amendment affects the Warrant Agent’s own rights, duties or immunities under this Agreement or otherwise, in which case the Warrant Agent may in its discretion, but shall not be obligated to, enter into such amendment. In executing, or accepting the additional duties created by, any amendment permitted by this Article, the Warrant Agent shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The fact and date of the execution of any consent of Warrantholders, or the authority of the Person executing the same, may be proved in any manner which the Warrant Agent (with the approval of the Bank) deems sufficient.

(e) It shall not be necessary for the consent of the Warrantholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.

Section 6.02 . Notices and Demands to the Bank and the Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Bank by any Warrantholder pursuant to the provisions of this Agreement or the terms of the Warrants of any series, the Warrant Agent shall promptly forward such notice or demand to the Bank.

Section 6.03 . Addresses for Notices. Any communications to the Warrant Agent with respect to this Agreement shall be in writing addressed to Deutsche Bank Trust Company Americas, 60 Wall Street, 27th Floor, Mail Stop: NYC60-2710, New York, NY 10005, Attention: T&SS – Corporates Deal Manager with a copy to Deutsche Bank National Trust Company, 25 DeForest Avenue, Mail Stop: SUM01-0105, Summit, NJ 07901, Attention: T&SS – Corporates Deal Manager (the “ Warrant Agent’s Office ”) and any communications to the Bank with respect to this Agreement shall be addressed to Deutsche Bank AG, Office of the Secretary, 60 Wall Street, Mail Stop NYC60-4006, New York, New York 10005, Attention: Corporate Secretary (or in each case to such other address as shall be given in writing to the other party hereto).

Section 6.04 . Notices to Warrantholders. The Bank may cause to have notice given to the Warrantholders of any series by providing the Warrant Agent with a form of notice to be distributed by (i) in the case of registered Warrants evidenced by Definitive Warrant Certificates, the Warrant Agent to Registered Holders by first class mail, and (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, the Depositary to be distributed by the Depositary to its participants in accordance with the custom and practices of the Depositary.

Section 6.05 . Obtaining of Approvals. The Bank will from time to time take all action that may be necessary to obtain and keep effective any and all filings or notices under applicable law, which may be or become required in connection with the issuance, sale, trading, transfer or delivery of the Warrant Certificates or the exercise of the Warrants.

Section 6.06 . Persons Having Rights under this Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Bank, the Warrant Agent and the Warrantholders any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Bank, the Warrant Agent, their respective successors and the Warrantholders.

Section 6.07 . Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the Warrant Agent’s Office for inspection by the Warrantholders, participants of the Depositary certified as such by the Depositary or any person certified by any such participant to be an indirect participant of the Depositary or any person certified by any such participant to be a beneficial owner of a Warrant, in each case, on behalf of whom such participant holds Warrants.

Section 6.08 . Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein. (a) Each certificate or opinion provided for in this Agreement and delivered to the Warrant Agent with respect to compliance with a condition or covenant provided for in this Agreement shall include (i) a statement that the person making such certificate or opinion has read such covenant or condition, (ii) 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, (iii) a statement that, in the opinion of such person, such person has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

(b) Any certificate, statement or opinion of an officer of the Bank 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 such officer’s 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 Bank, upon the certificate, statement or opinion of or representations by an officer or officers of the Bank, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such officer’s 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.

(c) Any certificate, statement or opinion of an officer of the Bank 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 Bank, 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 such officer’s or counsel’s, as the case may be, 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 Warrant Agent shall contain a statement that such firm is independent.

Section 6.09 . Payments Due on Saturdays, Sundays and Holidays. If the date fixed for any payment with respect to the Warrants of any series appertaining thereto shall not be a Business Day (as defined below), then such payment need not be made on such date, but may be made on the next succeeding Business Day with same force and effect as if made on the date fixed, and no interest shall accrue for the period after such date.

“ Business Day ” means, with respect to any Warrant, a Business Day as defined in any debt security included in any unit comprising such Warrant or as otherwise established pursuant to Section 1.03 hereof or if the term Business Day is not so specified, Business Day means any day that is not a Saturday or Sunday or a legal holiday in The City of New York or London, England or a day on which banking institutions in The City of New York or London, England are authorized or required by law, regulation or executive order to be closed.

Section 6.10 . Judgment Currency. The Bank 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 Warrants 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 Warrant Agent 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 (as defined below), in which event, 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 Warrant Agent could purchase in The City of New York the Required Currency with the Judgment Currency on the last New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Agreement and the terms of the Warrants of such series 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 clause 6.10(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 so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Agreement. 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.

Section 6.11 . Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 6.12 . Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

Section 6.13 . Applicable Law. This Agreement and each Warrant 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 said State, excluding choice of law provisions.

Section 6.14. Submission to Jurisdiction. The Bank agrees that any legal suit, action or proceeding arising out of or based upon this Warrant Agreement 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 Bank 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 Bank 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 Bank and such appointment shall have been accepted by such successor authorized agent. The Bank represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Bank 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 Bank shall be deemed, in every respect, effective service of process upon the Bank.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


DEUTSCHE BANK AKTIENGESELLSCHAFT

By:
Name:
Title:

By:
Name:
Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, WARRANT AGENT

By:
Name:
Title:

By:
Name:
Title:

EXHIBIT I

[FORM OF FACE OF REGISTERED CALL WARRANT CERTIFICATE]


No.				CUSIP No.

[Unless and until it is exchanged in whole for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby 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.

Unless this Warrant Certificate is presented by an authorized representative of the Depositary (55 Water Street, New York) to Deutsche Bank Aktiengesellschaft or its agent for registration of transfer, exchange or payment, and any Warrant 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 A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] ¹

DEUTSCHE BANK AKTIENGESELLSCHAFT

[Designation of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ] ¹

[CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME):]

WARRANT PROPERTY:

AMOUNT OF WARRANT PROPERTY

PURCHASABLE PER WARRANT:

¹	Applies to global warrant certificates.

I-1

CALL PRICE PER WARRANT:

FORM OF PAYMENT OF

CALL PRICE:

FORM OF SETTLEMENT:

DATES OF EXERCISE:

OTHER TERMS:

This Warrant Certificate certifies that , or registered assigns, is the Registered Holder of the number of [Designation of Warrants] (the “ Warrants ”) [specified above] ² [specified on Schedule A hereto] ³ . Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith) (the “ Exercise Notice ”), duly completed and executed, and the Call Price per Warrant set forth above, in the form set forth above, for each Warrant to be exercised (the “ Exercise Property ”) at the Warrant Agent’s Window in Nashville, Tennessee, each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Deutsche Bank Aktiengesellschaft (the “ Bank ”) the amount and form of property (the “ Warrant Property ”) specified above. Warrants will not entitle the Warrantholder to any of the rights of the holders of any of the Warrant Property.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

²	Applies to definitive warrant certificates.

³	Applies to global warrant certificates.

I-2

IN WITNESS WHEREOF, Deutsche Bank Aktiengesellschaft has caused this instrument to be duly executed.

Dated:


		DEUTSCHE BANK AKTIENGESELLSCHAFT

		By:
		Name:
		Title:
Attest:

By:
	Secretary

Countersigned as of the date above written:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Warrant Agent

By:
	Authorized Officer

I-3

[FORM OF REVERSE OF REGISTERED CALL WARRANT CERTIFICATE]

DEUTSCHE BANK AKTIENGESELLSCHAFT

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Bank pursuant to a Warrant Agreement, dated as of November 15, 2007 (the “ Warrant Agreement ”), between the Bank and Deutsche Bank Trust Company Americas (the “ Warrant Agent ”) and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s Office. The Warrants constitute a separate series of Warrants under the Warrant Agreement.

The Warrants are unsecured contractual obligations of the Bank and rank pari passu with the Bank’s other unsecured contractual obligations and with the Bank’s unsecured and unsubordinated debt.

Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property to the Warrant Agent’s Window, in Nashville, Tennessee, which is, on the date hereof:


By Mail		DB Services Tennessee, Inc. Reorganization Unit P.O. Box 292737 Nashville, TN 37229-2737

By Overnight Mail or Courier		DB Services Tennessee, Inc. Trust and Securities Services Reorganization Unit 648 Grassmere Park Road Nashville, TN 37211

or at such other address as the Warrant Agent may specify from time to time.

Each Warrant entitles the Warrantholder to receive, upon exercise, the Warrant Property set forth on the face hereof.

I-4

The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.

This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York.

I-5

[Designation of Warrants]

Exercise Notice

[By Mail]

[DB Services Tennessee, Inc.

Reorganization Unit

P.O. Box 292737

Nashville, TN 37229-2737]

[By Overnight Mail or Courier]

[DB Services Tennessee, Inc.

Trust and Securities Services

Reorganization Unit

648 Grassmere Park Road

Nashville, TN 37211]

Attention: Reorganization Unit

The undersigned (the “ Registered Holder ”) hereby irrevocably exercises Warrants (the “ Exercised Warrants ”) and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder’s name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto.

The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows:

and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to:


Dated:
		(Registered Holder)

	By:
		Authorized Signature
		Address:
		Telephone:

I-6

[If Warrant is a Global Warrant, insert this Schedule A.]

SCHEDULE A

[Designation of Warrants]

GLOBAL

WARRANT

SCHEDULE OF EXCHANGES

The initial number of Warrants represented by this Global Warrant is . In accordance with the Warrant Agreement and the Unit Agreement dated as of [ ] among the Issuer, [ ] as Unit Agent, Deutsche Bank Trust Company Americas as Warrant Agent, [ ] as Collateral Agent, and Law Debenture Trust Company of New York as Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein, the following (A) exchanges of [the number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that has been separated from a Unit (a “ Separated Warrant ”)] ⁴ [the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “ Attached Unit Warrant ”) for a like number of Warrants represented by this Global Warrant] ⁵ or (B) reductions as a result of the exercise of the number of Warrants indicated below have been made:

Date of

Exchange or

Exercise

[Number

Exchanged for

Separated

Warrants] ¹

[Reduced

Number

Outstanding

Following Such

Exchange] ¹

[Number of

Attached

Unit Warrants

Exchanged for

Warrants

represented

by this Separated

Warrant] ²

[Increased

Number

Outstanding

Following

Such

Exchange] ²

Number of

Warrants

Exercised

Reduced

Number

Outstanding

Following Such

Exercise

Notation

Made by or

on Behalf of

Warrant

Agent

________

⁴	Applies only if this Global Warrant is part of a Unit.

⁵	Applies only if this Global Warrant has been separated from a Unit.

I-7

EXHIBIT II

[FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE]


No.		CUSIP No.

DEUTSCHE BANK AKTIENGESELLSCHAFT

[Designation of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ] ¹

CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME):

⁶	Applies to global warrant certificates.

II-1

[WARRANT PROPERTY:] ⁷

[AMOUNT OF WARRANT PROPERTY

SALABLE PER WARRANT:] ²

[PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY

PER WARRANT:] ²

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE

DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:] ²

DATES OF EXERCISE:

OTHER TERMS:

This Warrant Certificate certifies that , or registered assigns, is the Registered Holder of the number of [Designation of Warrants] (the “ Warrants ”) [specified above] ⁸ [specified on Schedule A hereto] ⁹ . Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith)(the “ Exercise Notice ”), duly completed and executed, and the Amount of Warrant Property saleable per Warrant set forth above, adjusted, if applicable, as set forth above, for each Warrant to be exercised, delivered as set forth above at the Warrant Agent’s Window in Nashville, Tennessee, each Warrant evidenced hereby entitles the Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from Deutsche Bank Aktiengesellschaft (the “ Bank ”) the [Cash Settlement Value] [Put Price] ¹⁰ per Warrant specified above.

Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Bank, nor will the Bank be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Bank will make only a cash payment in the amount of the Cash Settlement Value or Put Price per Warrant. Warrantholders will not receive any interest on any Cash Settlement Value.

⁷	Only if the terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants.

⁸	Applies to definitive warrant certificates.

⁹	Applies to global warrant certificates.

¹⁰	Only if the terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants.

II-2

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

II-3

IN WITNESS WHEREOF, Deutsche Bank Aktiengesellschaft has caused this instrument to be duly executed.

Dated:


DEUTSCHE BANK AKTIENGESELLSCHAFT

By:
Name:
Title:


Attest:

By:
		Secretary

Countersigned as of the date above written:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Warrant Agent

By:
		Authorized Officer

II-4

[FORM OF REVERSE OF REGISTERED PUT WARRANT CERTIFICATE]

DEUTSCHE BANK AKTIENGESELLSCHAFT

The Warrants are unsecured contractual obligations of the Bank and rank pari passu with the Bank’s other unsecured contractual obligations and with the Bank’s unsecured and unsubordinated debt.

Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate, the Exercise Notice, duly completed and executed, and the Exercise Property for each such Warrant to the Warrant Agent’s Window, in Nashville, Tennessee, which is, on the date hereof:


By Mail		DB Services Tennessee, Inc.
		Reorganization Unit P.O. Box 292737
		Nashville, TN 37229-2737

By Overnight Mail or Courier		DB Services Tennessee, Inc.
		Trust and Securities Services Reorganization Unit
		648 Grassmere Park Road
		Nashville, TN 37211

or at such other address as the Warrant Agent may specify from time to time.

II-5

Each Warrant entitles the Warrantholder to receive, upon exercise, the [Cash Settlement Value] [Put Price] ¹ per Warrant set forth on the face hereof.

The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.

This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York.

¹¹	Only if the terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants.

II-6

[Designation of Warrants]

Exercise Notice

[By Mail]

[DB Services Tennessee, Inc.

Reorganization Unit

P.O. Box 292737

Nashville, TN 37229-2737]

[By Overnight Mail or Courier]

[DB Services Tennessee, Inc.

Trust and Securities Services

Reorganization Unit

648 Grassmere Park Road

Nashville, TN 37211]

Attention: Reorganization Unit

The Registered Holder hereby directs the Warrant Agent (a) to deliver the [Cash Settlement Value][Put Price] ¹ per Warrant as follows:


Dated:
		(Registered Holder)


By:
		Authorized Signature
		Address:
		Telephone:

¹²	Only if terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants.

II-1

[If Warrant is a Global Warrant, insert this Schedule A.]

SCHEDULE A

[Designation of Warrants]

GLOBAL

WARRANT

SCHEDULE OF EXCHANGES

The initial number of Warrants represented by this Global Warrant is . In accordance with the Warrant Agreement and the Unit Agreement dated as of [ ] among the Issuer, [ ] as Unit Agent, Deutsche Bank Trust Company Americas as Warrant Agent, [ ] as Collateral Agent, and Law Debenture Trust Company of New York as Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein, the following (A) exchanges of [the number of Warrants indicated below for a like number of Warrants to be represented by a Global Warrant that has been separated from a Unit (a “ Separated Warrant ”)] ¹ [the number of Warrants that had been represented by a Global Warrant that is part of a Unit (an “ Attached Unit Warrant ”) for a like number of Warrants represented by this Global Warrant] ² or (B) reductions as a result of the exercise of the number of Warrants indicated below have been made:

Date of

Exchange or

Exercise

[Number
Exchanged for
Separated
Warrants] ¹³

[Reduced Number
Outstanding
Following Such
Exchange] ¹

[Number of Attached
Unit Warrants
Exchanged for Warrants
represented by
this Separated
Warrant] ¹⁴

[Increased
Number
Outstanding
Following Such
Exchange] ²

Number of
Warrants
Exercised

Reduced Number
Outstanding
Following Such
Exercise

Notation
Made by or
on Behalf of
Warrant Agent

¹³	Applies only if this Global Warrant is part of a Unit.

¹⁴	Applies only if this Global Warrant has been separated from a Unit.

EXHIBIT III

[Fee schedule dated August 29, 2006]