DEUTSCHE BANK AKTIENGESELLSCHAFT (Form: 6-K, Received: 12/01/2017 11:59:44)

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 December 2017

Commission File Number 1-15242

DEUTSCHE BANK CORPORATION

(Translation of Registrant’s Name Into English)

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

(Address of Principal Executive Office)

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 ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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. 333-206013 of Deutsche Bank AG.

Exhibit 1.7 : Purchase Agreement relating to $1,000,000,000 Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2032 of Deutsche Bank Aktiengesellschaft, acting through its New York Branch, dated as of November 28, 2017, among Deutsche Bank Aktiengesellschaft, acting through its New York Branch, Deutsche Bank Securities Inc. and the other managers named therein.

Exhibit 4.2(c) : Third Supplemental Subordinated Indenture, dated as of December 1, 2017, among Deutsche Bank AG, as Issuer, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

Exhibit 4.2(d) : Fourth Supplemental Subordinated Indenture, dated as of December 1, 2017, among Deutsche Bank AG, as Issuer, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

Exhibit 4.2(e) : Form of Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2032 of Deutsche Bank Aktiengesellschaft, acting through its New York Branch (included in Exhibit 4.2(d)).

Exhibit 5.5 : Opinion of Cleary Gottlieb Steen & Hamilton LLP.

Exhibit 5.6 : Opinion of Group Legal Services of Deutsche Bank Aktiengesellschaft.

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 strategic initiatives, 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 2016 Annual Report on Form 20-F, which was filed with the SEC on March 20, 2017, on pages 14 through 47 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: December 1, 2017

	By:	/s/ Sean Rahavy
	Name:	Sean Rahavy
	Title:	Vice President

	By:	/s/ Joseph C. Kopec
	Name:	Joseph C. Kopec
	Title:	Managing Director and Senior Counsel

Exhibit 1.7

DEUTSCHE BANK AG NEW YORK BRANCH

PURCHASE AGREEMENT

U.S.$ 1,000,000,000

Fixed to Fixed Reset Rate

Subordinated Tier 2 Notes due 2032

November 28, 2017

PURCHASE AGREEMENT

DEUTSCHE BANK AG, a stock corporation organized under the laws of the Federal Republic of Germany (the “ Bank ”), acting through its New York Branch,

and

DEUTSCHE BANK SECURITIES INC. (in such capacity, the “ Lead Manager ”),

and

the other Managers named in Article 2 hereof (hereinafter, together with the Lead Manager, the “ Managers ”),

agree as follows:

ARTICLE 1

(TERMS, PURPOSE AND LEGAL PREREQUISITES)

(1) The Bank, acting through its New York Branch, shall issue U.S.$ 1,000,000,000 Fixed to Fixed Reset Rate Subordinated Tier 2 Notes (the “ Notes ”), under a subordinated indenture (the “ Subordinated Indenture ”) comprising a base subordinated indenture entered into on May 21, 2013 among the Bank, Wilmington Trust, National Association, as trustee (the “ Trustee ”) and Deutsche Bank Trust Company Americas (“ DBTCA ”), as initial principal paying agent, issuing agent and registrar and authenticating agent, a third supplemental subordinated indenture thereto adding certain provisions thereto, and modifying certain provisions thereof expected to be entered into on or about December 1, 2017 among the Bank, the Trustee and DBTCA, and a fourth supplemental subordinated indenture thereto relating to the Notes expected to be entered into on or about December 1, 2017 among the Bank, the Trustee and DBTCA.

(2) The Bank understands that the Managers propose to make a public offering of the Notes as soon as the Managers deem advisable after this Agreement has been executed and delivered and the Subordinated Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”). The Bank filed on July 31, 2015 with the Securities and Exchange Commission (the “ Commission ”) an automatic shelf registration statement on Form F-3 (No 333-206013) under the Securities Act of 1933, as amended (the “ Securities Act ”), in respect of, among others, the Notes, which registration statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission (the “ Securities Act Regulations ”) and was subsequently amended by the Bank by post-effective amendment no. 1, filed with the Commission on March 10, 2016 and effective immediately upon filing, and post-effective amendment no. 2, converting that registration statement from a Form F-3 automatic shelf registration statement to a Form F-3 non-automatic shelf registration statement, filed with the Commission on March 14, 2016 and declared effective by the Commission on April 27, 2016. Such registration statement contains a base prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement (the “ Base Prospectus ”), to be used in connection with the public offering and sale of the Notes. Any preliminary prospectus supplement to the Base Prospectus that describes the Notes and the offering thereof and is used prior to filing of the Prospectus is called, together

with the Base Prospectus, a “ preliminary prospectus ”. The term “ Prospectus ” means the final prospectus supplement relating to the Notes, together with the Base Prospectus, that is filed pursuant to Rule 424(b) of the Securities Act Regulations after the date and time of execution and delivery of this Agreement, but does not include any “free writing prospectus” (as such term is used in Rule 405 of the Securities Act Regulations). Any preliminary prospectus and Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, any reference to any amendment or supplement to any preliminary prospectus or Prospectus shall be deemed to include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Exchange Act ”), and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be. Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by Securities Act Regulations, is herein called the “ Registration Statement .” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

ARTICLE 2

(PURCHASE AND SALE OF THE NOTES)

On the basis of the representations, warranties and agreements of the Managers herein contained, the Bank hereby agrees to sell to the several Managers, and each Manager, on the basis of the representations, warranties and agreements of the Bank herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Bank the respective principal amounts of the Notes set forth opposite such Manager’s name in the following table on December 1, 2017, at the issue price of 99.976% of the initial principal amount of the Notes, less a combined underwriting discount and commission of 0.55% of the initial principal amount thereof.


Manager	Commitments in $
Deutsche Bank Securities Inc.	$	840,000,000
TD Securities (USA) LLC	$	50,000,000
CIBC World Markets Corp.	$	10,000,000
Citigroup Global Markets Inc.	$	10,000,000
Credit Suisse Securities (USA) LLC	$	10,000,000
Lloyds Securities Inc.	$	10,000,000
nabSecurities, LLC	$	10,000,000
RBC Capital Markets, LLC	$	10,000,000
Regions Securities LLC	$	10,000,000
Santander Investment Securities Inc.	$	10,000,000
Scotia Capital (USA) Inc.	$	10,000,000
U.S. Bancorp Investments, Inc.	$	10,000,000
Academy Securities, Inc.	$	5,000,000
Mischler Financial Group, Inc.	$	5,000,000

Total	$	1,000,000,000

ARTICLE 3

(SELLING RESTRICTIONS)

(1) European Economic Area : In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “ Relevant Member State ”), each of the Managers represents, warrants and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”) it has not made and will not make an offer to the public of the Notes in the Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive:

(a)	to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)	to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Bank for any such offer;

(c)	in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of Notes referred to in (b) or (c) above shall require the Bank or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of the Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State; the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State; and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

(2) People’s Republic of China (excluding Hong Kong, Macau and Taiwan) :

Each of the Managers represents, warrants and agrees that the Notes will not be offered or sold directly or indirectly within the borders of the People’s Republic of China (“ PRC ,” which, for such purposes, does not include the Hong Kong or Macau Special Administrative Regions or Taiwan) or to any resident of the PRC. Each of the Managers represents, warrants and agrees that the preliminary prospectus, Prospectus and any other offering material relating to the Notes, which have not been and will not be submitted to or approved/verified by or registered with any

relevant governmental authorities in the PRC (including but not limited to the China Securities Regulatory Commission), will not be supplied to the public in the PRC or used in connection with any offer for the subscription or sale of the Notes in the PRC. Each of the Managers represents, warrants and agrees that the Notes will only be offered or sold to PRC investors that are authorized to engage in the purchase of Notes of the type being offered or sold, including but not limited to those that are authorized to engage in the purchase and sale of foreign exchange for itself and on behalf of its customers and/or purchase and sale of government bonds or financial bonds and/or purchase and sale of debt securities denominated in foreign currency other than stocks.

(3) Hong Kong: Each of the Managers represents, warrants and agrees that the Notes will not be offered or sold by means of any document, including the preliminary prospectus and Prospectus, other than (i) in circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; or (ii) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance, and no advertisement, invitation or document relating to the Notes has been or may be issued or has been or may be in the possession of any person for the purpose of being issued (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made under that Ordinance.

(4) Japan: The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (act no. 25 of 1948, as amended; the “ FIEA ”). Accordingly, each of the Managers represents, warrants and agrees that the Notes will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under item 5, paragraph 1, article 6 of the Foreign Exchange and Foreign Trade Act (act no. 228 of 1949, as amended)), or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws and regulations of Japan.

Each of the Managers represents, warrants and agrees that the Notes will only be offered, sold, resold or otherwise transferred, directly or indirectly to, or for the benefit of, (i) a person who is not a resident of Japan or (ii) a Qualified Institutional Investor (“ QII ”) as defined in article 10 of the cabinet ordinance concerning definitions under article 2 of the FIEA (ordinance no. 14 of 1993, as amended) pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws and regulations of Japan.

(5) Korea: Each of the Managers represents, warrants and agrees that none of the Notes will be offered or sold, directly or indirectly, in Korea or to any resident of Korea, or to any persons for reoffering or resale, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea (as such term is defined in the Foreign Exchange Transaction Law of Korea and rules and regulations promulgated thereunder), except as otherwise permitted under applicable laws and regulations.

(6) Singapore: Each of the Managers represents, warrants and agrees that the preliminary prospectus, Prospectus and any other document or material in connection with the offer or sale,

or invitation for subscription or purchase, of Notes will not be circulated or distributed, nor will the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “ SFA ”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

(7) Switzerland: Each of the Managers represents, warrants and agrees that the preliminary prospectus and Prospectus may only be used by those investors to whom it has been handed out in connection with the offering described herein and will neither directly nor indirectly be distributed or made available to other persons without the express consent of the Bank. Each of the Managers represents, warrants and agrees that the preliminary prospectus and Prospectus as well as any other material relating to the Notes will not be used in connection with any other offer and will not be copied and/or distributed to the public or otherwise made publicly available in, into or from Switzerland.

(8) Taiwan: The Notes have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan pursuant to relevant securities laws and regulations of Taiwan and may not be issued, offered or sold within Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration, filing or

approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Notes in Taiwan. Each of the Managers represents, warrants and agrees that the Notes may be made available outside Taiwan for purchase outside Taiwan by Taiwan residents, but will not be marketed, offered or sold in Taiwan.

(9)	United Kingdom : Each of the Managers represents, warrants and agrees that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “ FSMA ”)) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Bank; and

(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

(10) General : In addition to the specific restrictions set out above, each of the Managers severally represents, warrants and agrees that it will not take any action (including without limitation, the possession or distribution of the preliminary prospectus, the Prospectus or any other offering document or any publicity or other material relating to the Notes) in any country or jurisdiction outside of the United States where such action would (i) result in any violation of applicable law or (ii) cause the issuance of the Notes to be considered an offering to the public under applicable law.

ARTICLE 4

( REPRESENTATIONS AND WARRANTIES )

(1) The Bank represents and warrants (in addition to the representations and warranties contained in the selling restrictions set out in Article 3) to each of the Managers that:

(a)

the Registration Statement became effective upon filing under Rule 462(e) of the Securities Act Regulations (“ Rule 462(e) ”) on July 31, 2015; post-effective amendment no. 1 thereto, filed with the Commission on March 10, 2016, became effective immediately upon filing under Rule 462(e); post-effective amendment no. 2 thereto, filed with the Commission on March 14, 2016, was declared effective by the Commission on April 27, 2016; and as of the date hereof, no other post-effective amendment thereto (whether effective or not effective) has been filed by the Bank with the Commission. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and is in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Bank, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

Any offer that is a written communication relating to the Notes made prior to the filing of the Registration Statement by the Bank or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act Regulations) that is an offer for purposes of Rule 163 of the Securities Act Regulations (“ Rule 163 ”) and that is required to be filed, has been filed with the Commission in accordance with the

exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Securities Act provided by Rule 163.

At the respective times the Registration Statement and each amendment thereto became or becomes effective, at each deemed effective date with respect to the Managers pursuant to Rule 430B(f)(2) of the Securities Act Regulations and on the Closing Date (as defined under Article 6(2) below), the Registration Statement complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act and the rules and regulations of the Commission under the Trust Indenture Act (the “ Trust Indenture Act Regulations ”), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and on the Closing Date, included or will include an untrue statement of a material fact or omitted or will 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.

Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Securities Act Regulations, and the copy of each preliminary prospectus and the Prospectus delivered to the Managers for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. The copy of the Prospectus delivered to the Managers for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. As of the Time of Sale (as defined below), the Issuer Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the Statutory Prospectus (as defined below), all considered together (collectively, the “ General Disclosure Package ”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As used in this subsection and elsewhere in this Agreement:

“ Issuer Free Writing Prospectus ” means an “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“ Rule 433 ”).

“ Statutory Prospectus ” as of any time means the Base Prospectus relating to the Notes, including any preliminary or other prospectus supplement deemed to be a part thereof, as amended or supplemented at that time.

“ Time of Sale ” means 5:10 p.m. (Eastern time) on November 28, 2017 or such other time as agreed by the Bank and the Managers.

Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date

that the Bank notified or notifies the Managers as described in Article 5(5), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The representations and warranties in this subsection shall not apply to (i) any statements in or omissions from the Registration Statement, the Prospectus, any preliminary prospectus or any Issuer Free Writing Prospectus, or any amendments or supplements to any of such documents made in reliance upon and in conformity with written information furnished to the Bank by the Managers expressly for use therein or (ii) that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, of The Bank of New York Mellon, of Law Debenture Trust Company of New York and of Wilmington Trust, National Association, as trustees.

(b)

the documents incorporated by reference in the Registration Statement and the Prospectus pursuant to Item 6 of Form F-3 under the Securities Act, at the time they were or hereafter are filed or submitted with the Commission prior to the end of the Closing Date, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “ Exchange Act Regulations ”) and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the earlier of the time the Prospectus was first used and the date and time of the first contract of sale of Notes in this offering and (c) on the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(c)

the Bank is duly incorporated and validly existing under the laws of the Federal Republic of Germany, with full power and authority to own its properties and conduct its business as described in the Prospectus and is lawfully qualified to do business in those jurisdictions in which business is conducted by it;

(d)	this Agreement has been, or on the Closing Date, will have been, duly authorized, executed and delivered by the Bank and constitutes, or on the Closing Date, will constitute, valid and legally binding obligations of the Bank, enforceable in accordance with its terms;

(e)	the Notes have been duly authorized by the Bank and, when duly executed, issued and delivered in accordance with the terms of this Agreement and the Subordinated Indenture, will constitute valid and legally binding obligations of the Bank, enforceable in accordance with their terms;

(f)

no action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the issue of the Notes or the compliance by the Bank with the terms of the Notes and this Agreement, except for those which have been, or will prior to the Closing Date, obtained and are, or will on the Closing Date, be, in full force and effect;

(g)	the execution and delivery of this Agreement, the issue of the Notes and compliance with the terms of this Agreement do not and will not (i) conflict with or result in a breach of

any of the terms or provisions of, or constitute a default under, the Bank’s constitutive documents or any indenture, trust deed, mortgage or other agreement or instrument to which the Bank is a party or by which the Bank or any of its properties is bound, or (ii) infringe any existing applicable law, rule, regulation, judgement, order or decree of any government, governmental body or court or regulatory body, of or in the United States or Germany having jurisdiction over the Bank or any of its properties;

(h)	there are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required;

(i)

neither the Bank nor any of its affiliates (with the exception of the Lead Manager as set forth in the Prospectus) have taken, nor will the Bank or any affiliate take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of any security of the Bank with the purpose of facilitating the sale or resale of the Notes;

(j)	the Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities Act, and the Bank is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Notes;

(k)

(A) at the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Bank or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act Regulations) made any offer relating to the Notes in reliance on the exemption of Rule 163 of the Securities Act Regulations and (D) at the date hereof, the Bank was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act Regulations (“ Rule 405 ”), including not having been and not being an “ineligible issuer” as defined in Rule 405;

(l)

the financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related supplemental financial information, schedules and notes, present fairly in all material respects the financial position of the Bank and its consolidated subsidiaries on the basis stated in the Registration Statement 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, said financial statements have been prepared in conformity with international financial reporting standards as endorsed by the European Union (“ IFRS ”), applied on a consistent basis throughout the periods involved, except as disclosed therein;

(m)	the accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the Securities Act and the Securities Act Regulations;

(n)	except as disclosed in the Registration Statement, there are no pending actions, suits or proceedings against or affecting the Bank or any of its properties which, if determined

adversely to the Bank, would adversely affect the ability of the Bank to perform its obligations under this Agreement, the Subordinated Indenture or the Notes and, to the best of the Bank’s knowledge, no such actions, suits or proceedings are threatened or contemplated;

(o)	none of the Bank, its affiliates, or any persons acting on its behalf has engaged or will engage in any jurisdiction referred to in Article 3 in any activity with respect to the issue and offering of the Notes that is not permitted by the laws of such jurisdiction; and

(p)	the Bank is not and, after giving effect to the transactions contemplated herein, will not be an “investment company,” or an entity “controlled” by an “investment company” as such terms are defined in the U.S. Investment Company Act of 1940, as amended.

(2) The representations and warranties in this Agreement shall be deemed repeated on the Closing Date.

ARTICLE 5

( COVENANTS OF THE BANK )

The Bank covenants with each of the Managers as follows:

(1) The Bank, subject to Article 5(2), will comply with the requirements of Rule 430B and, during the period beginning at the Time of Sale and ending on the later of the Closing Date or such date as in the opinion of counsel for the Managers the Prospectus is no longer required by law to be delivered in connection with the sales by the Managers or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “ Prospectus Delivery Period ”), will notify the Managers immediately, and confirm the notice in writing (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Notes shall become effective, or any supplement to the Prospectus or any amended Prospectus relating to the Notes shall have been filed, (ii) of the receipt of any comments from the Commission to the Registration Statement, and (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information (except those relating to the offering of securities other than the Notes). The Bank, subject to Article 5(2), will notify the Managers immediately, and confirm the notice in writing (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any new registration statement relating to the Notes or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement (except those relating to the offering of securities other than the Notes) and (ii) if the Bank becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Notes. The Bank will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as they deem necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, will promptly file such prospectus. The Bank will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Bank has paid the required Commission filing fees relating to the Notes in accordance with Rules 456 and 457 of the Securities Act Regulations.

(2) The Bank will give the Managers notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Notes or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, in each case relating to the Notes, whether pursuant to the Securities Act, the Exchange Act or otherwise, and the Bank will furnish the Managers with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Managers or counsel for the Managers shall object. The Bank has given the Managers notice of any filings made pursuant to the Exchange Act or Exchange Act Regulations within 48 hours prior to the Time of Sale; the Bank will give the Managers notice of its intention to make any such filing from the Time of Sale to the Closing Date and will furnish the Managers with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Managers or counsel for the Managers shall reasonably object. The Bank will prepare a final term sheet (the “ Final Term Sheet ”) reflecting the final terms of the Notes, in form and substance satisfactory to the Managers, and shall file such Final Term Sheet as an Issuer Free Writing Prospectus prior to the close of business two business days after the date hereof; provided that the Bank shall furnish the Managers with copies (which may be in electronic form) of any such Issuer Free Writing Prospectus a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Managers shall reasonably object.

(3) The Bank has furnished or will deliver to the Managers and counsel for the Managers, without charge, copies of the Registration Statement and of each amendment thereto relating to the Notes (including exhibits filed therewith or incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Managers, without charge, a conformed copy of the Registration Statement and of each amendment thereto relating to the Notes (without exhibits). The copies of the Registration Statement and each amendment thereto furnished to the Managers will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(4) The Bank has delivered to the Managers, without charge, as many copies of each preliminary prospectus as the Managers reasonably requested, and the Bank hereby consents to the use of such copies for purposes permitted by the Securities Act. The Bank will furnish to the Managers, without charge, during the Prospectus Delivery Period, such number of copies of the Prospectus (as amended or supplemented) as the Managers may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Managers will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(5) The Bank will comply with the Securities Act and the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations and the Trust Indenture Act and the Trust Indenture Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. If at any time during the Prospectus Delivery Period any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Managers or for the Bank, to amend the

Registration Statement or amend or supplement the Prospectus or the General Disclosure Package in order that the Prospectus or the General Disclosure Package will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus or the General Disclosure Package in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Bank will promptly prepare and file with the Commission, subject to Article 5(2), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Bank will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Bank will furnish to the Managers such number of copies of such amendment, supplement or new registration statement as the Managers may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Bank will promptly notify the Managers and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

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

(7) The Bank will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Managers the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

(8) The Bank will use the net proceeds received by them from the sale of the Notes in the manner specified in the Prospectus under “Use of Proceeds”.

(9) The Bank, during the Prospectus Delivery Period, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the Exchange Act Regulations.

(10) The Bank represents and agrees that unless it obtains the prior consent of the Managers, and the each of the Managers represents and agrees that, unless it obtains the prior consent of the Bank, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission, and the Bank and each of the Managers represents and agrees that Schedule A hereto is a complete list of all free writing prospectuses for which such consent was received, provided , however , that prior to the preparation of the Final Term Sheet in accordance with Article 5(2), the Managers are authorized to use the information with respect to the final terms of the Notes in communications

conveying information relating to the offering to investors. Any such free writing prospectus consented to by the Bank and the Managers is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Bank represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

ARTICLE 6

( CONDITIONS PRECEDENT AND PAYMENT )

(1) The obligations of the Managers to purchase the Notes are subject to the following conditions precedent:

(a)

On the Closing Date there have been no events making any of the representations and warranties contained in this Agreement untrue or incorrect in any material respect as though they had been given and made on such date and the Bank shall have performed all of its obligations hereunder to be performed on or before the Closing Date.

(b)

The Registration Statement has become effective and on the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Managers. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B). The Bank shall have paid the required Commission filing fees relating to the Notes in accordance with Rules 456 and 457 of the Securities Act Regulations.

(c)

The delivery of legal opinions to the Managers on the Closing Date in such form and with such contents as the Managers may reasonably require from (i) Cleary Gottlieb Steen & Hamilton LLP, legal advisers to the Bank as to the laws of the State of New York and the federal laws of the United States, (ii) Davis Polk & Wardwell London LLP, legal advisers to the Managers as to the law of the State of New York and the federal laws of the United States, and (iii) Group Legal Services of the Bank.

(d)	The delivery of such certificates and other documents as the Managers may reasonably request.

(e)

On the Closing Date, the Notes shall be rated at least Ba2 by Moody’s Investor Service Inc., BB+ by Standard & Poor’s Rating Services, and BBB by Fitch Ratings, and the Bank shall have delivered to the Managers a letter dated on or about the Closing Date, from such rating agency, or other evidence satisfactory to the Bank, confirming that the Notes have such rating (or will have such rating on or about the Closing Date), and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the securities or the Bank by any “nationally recognized statistical rating agency,” as that term is defined in Section 3(a)(62) of the Exchange Act, and no such organization shall have publicly announced that it has under surveillance or review its rating of any securities of the Bank.

(2) The “ Closing Date ” shall be December 1, 2017, or such other time and date as the Bank and the Managers shall agree in writing.

(3) On the Closing Date the Managers shall pay the purchase price as mentioned in Article 2(1) in same day funds into a U.S. $-denominated account to be named by the Bank.

ARTICLE 7

( CHANGE OF CIRCUMSTANCES )

Notwithstanding anything contained in this Agreement, the Managers may by notice to the Bank terminate this Agreement at any time before the time on the Closing Date when payment would otherwise be due under this Agreement to the Bank in respect of the Notes if:

(1) in the opinion of the Lead Manager, circumstances shall be such as:

(a)	to prevent or to a material extent restrict payment for the Notes in the manner contemplated in this Agreement; or

(b)	to a material extent prevent or restrict settlement of transactions in the Notes in the market or otherwise; or

(2)	in the opinion of the Lead Manager, there shall have been:

(a)	any change in national or international political, legal, tax or regulatory conditions; or

(b)	any calamity or emergency,

which has in its view caused a substantial deterioration in the price and/or value of the Notes, and, upon notice being given, the parties to this Agreement shall (except for the liability of the Bank in relation to expenses as provided in Article 8 and except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement.

ARTICLE 8

( INDEMNITY )

(1) Indemnification of Managers. The Bank agrees to indemnify and hold harmless each Manager, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “ Affiliate ”), and each person, if any, who controls any Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(a)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated

therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(b)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Article 8(5) below) any such settlement is effected with the written consent of the Bank;

(c)

against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Lead Manager, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission), to the extent that any such expense is not paid under (a) or (b) above;

provided , however , that (x) this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Bank by any Manager expressly for use in the Registration Statement (or any amendment thereto), any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) and (y) the foregoing indemnity agreement with respect to the preliminary prospectus shall not inure to the benefit of any Manager from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Manager where it shall have been determined by a court of competent jurisdiction by final judgment that (A) prior to the Time of Sale the Bank shall have notified such Manager that the preliminary prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (B) such untrue statement or omission of a material fact was corrected in an amended or supplemented preliminary prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected preliminary prospectus or issuer free writing prospectus was provided to such Manager far enough in advance of the Time of Sale so that such corrected preliminary prospectus or issuer free writing prospectus could have been delivered or otherwise conveyed to such person prior to the Time of Sale, (C) such corrected preliminary prospectus or issuer free writing prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not delivered or otherwise conveyed to such person at or prior to the Time of Sale, and (D) such loss, claim, damage or expense would not have occurred had the corrected preliminary prospectus or issuer free writing prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been delivered or otherwise conveyed to such person as provided for in (C).

(2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of a Manager or who controls a Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Bank or controls the Bank within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Bank in the Registration Statement under “ Part II—Information Not Required in Prospectus—Indemnification of Directors and Officers—Undertakings .”

(3) Indemnification of the Bank, Directors and Officers. Each Manager severally agrees to indemnify and hold harmless the Bank, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Bank within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (1)(a) of this Article, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Bank by such Manager expressly for use therein.

(4) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Article 8(1) above, counsel to the indemnified parties shall be selected by the Lead Manager, and, in the case of parties indemnified pursuant to Article 8(3) above, counsel to the indemnified parties shall be selected by the Bank. An indemnifying party may participate at its own expense in the defense of any such action; provided , however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Article 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (A) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (B) 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.

(5) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of

the nature contemplated by Article 8(1)(b) effected without its written consent if (A) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (B) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (C) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

ARTICLE 9

( CONTRIBUTION )

(1) To the extent the indemnification provided for in Article 8 hereof is unavailable to an indemnified party or insufficient in respect of any loss, liability, claim, damage or expense referred to therein in connection with any offering of Notes, then each indemnifying party under Article 8, 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 loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand and the Managers on the other hand from the offering of such Notes 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 the Managers on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative benefits received by the Bank on the one hand and the Managers on the other hand in connection with the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Bank bear to the total discounts and commissions received by the Managers in respect thereof. The relative fault of the Bank on the one hand and of the Managers 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 the Managers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(2) The Bank and the Managers agree that it would not be just or equitable if contribution pursuant to this Article 9 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 Article 9(1). The amount paid or payable by an indemnified party as a result of the loss, liability, claim, damage and expense referred to in Article 9(1) 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 Article 9(2), no Managers shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Manager with respect to the offering of Notes referred to in Article 9(1) that were offered and sold to the public through the Managers exceeds the amount of any damages that such Managers has 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 Article 9 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.

(3) The indemnity and contribution provisions contained in Article 8 and this Article 9 and the representations, warranties and other statements of the Bank, its officers and the Managers 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 any Manager or any person controlling any Manager 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 Notes.

ARTICLE 10

( PARTIAL INVALIDITY )

Should any of the provisions of this Agreement be or become invalid in whole or in part, the other provisions of this Agreement shall remain in force. Invalid provisions shall, according to the intent and purpose of this Agreement, be replaced by such valid provisions which in their economic effect come as close as legally possible to that of the invalid provisions.

ARTICLE 11

( MISCELLANEOUS )

(1) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(2) Notices . All communications under this Agreement shall be in writing and effective only on receipt, and, if sent to the Managers, at the address beneath the Lead Manager’s signature on the signature page hereof; or, if sent to the Bank, will be mailed or delivered and confirmed to the Bank at each of the following addresses:

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60–4120

New York, New York 10005

Attention : Treasury / US Issuance

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60–3610

New York, New York 10005

Attention : Legal Department / US Issuance

(3) No Advisory or Fiduciary Relationship . The Bank acknowledges and agrees that (a) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length

commercial transaction between the Bank, on the one hand, and the several Managers, on the other hand; (b) in connection with the offering contemplated hereby and the process leading to such transaction each Manager is and has been acting solely as a principal and is not the agent or fiduciary of the Bank, or its stockholders, creditors, employees or any other party; (c) no Manager has assumed or will assume an advisory or fiduciary responsibility in favor of the Bank with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Manager has advised or is currently advising the Bank on other matters) and no Manager has any obligation to the Bank with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (d) the Managers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Bank; and (e) the Managers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Bank has consulted its own legal, accounting, regulatory and tax advisors to the extent deemed appropriate.

(4) 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 Article 8 and Article 9, and no other person will have any right or obligation hereunder.

(5) Headings . The headings of the Articles, and Sections (if any), of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

(6) Integration . This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Bank and the several Managers, or any of them, with respect to the subject matter hereof.

(7) Parties . This Agreement shall each inure to the benefit of and be binding upon the Managers and the Bank and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Managers and the Bank and their respective successors and the controlling persons and officers and directors referred to in Article 8 and Article 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Managers and the Bank and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Manager shall be deemed to be a successor by reason merely of such purchase.

(8) Several obligations . The obligations of each Manager under this Agreement are several and not joint.

ARTICLE 12

( APPLICABLE LAW; SUBMISSION TO JURISDICTION;

WAIVER OF JURY TRIAL; JUDGMENT CURRENCY )

(1) This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

(2) The Bank and the Managers agree that any legal suit, action or proceeding brought by any Manager or by any person controlling any Manager, 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., 60 Wall Street, New York, New York 10005, Attention: Office of the Secretary, 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 Manager 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.

(3) THE BANK AND THE MANAGERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(4) The Bank, on the one hand, and the Managers 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 Notes 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 Managers 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.

IN WITNESS WHEREOF, each of the undersigned has caused this PURCHASE AGREEMENT to be executed as of the day and year first written above.

DEUTSCHE BANK AG NEW YORK BRANCH


By:		/s/ Sean Rahavy
		Name: Sean Rahavy
		Title: Vice President

By:		/s/ Caio Vieira
		Name: Caio Vieira
		Title: Associate

THE MANAGERS LISTED UNDER SCHEDULE B HERETO


By:	DEUTSCHE BANK SECURITIES INC.
	60 Wall Street, Mail Stop NYC60–4120
	New York, New York 10005

	By:	/s/ Christopher J. Kulusic
		Name: Christopher J. Kulusic
		Title: Director

	By:	/s/ Jeanmarie Genirs
		Name: Jeanmarie Genirs
		Title: Managing Director

SCHEDULE A

Final Term Sheet, dated November 28, 2017, in respect of the Notes as filed pursuant to Rule 433 on November 28, 2017.

SCHEDULE B

Deutsche Bank Securities Inc.

TD Securities (USA) LLC

CIBC World Markets Corp.

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Lloyds Securities Inc.

nabSecurities, LLC

RBC Capital Markets, LLC

Regions Securities LLC

Santander Investment Securities Inc.

Scotia Capital (USA) Inc.

U.S. Bancorp Investments, Inc.

Academy Securities, Inc.

Mischler Financial Group, Inc.

Exhibit 4.2(c)

DEUTSCHE BANK AKTIENGESELLSCHAFT,

Issuer

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Paying Agent, Transfer Agent and Registrar and Authenticating Agent

Third Supplemental Subordinated Indenture

Dated as of December 1, 2017

to the Subordinated Indenture

Dated as of May 21, 2013

TABLE OF CONTENTS



ARTICLE 1	A DDITIONAL T ERMS A PPLICABLE TO THE S ECURITIES	2

Section 1.01	Addition of Certain Terms Defined	2
Section 1.02	Securities Subject to Resolution Measures	2

ARTICLE 2	M ODIFICATIONS TO THE P ROVISIONS OF THE I NDENTURE	6

Section 2.01	Amount Unlimited; Issuable in Series	6
Section 2.02	Event of Default Defined; No Acceleration of Maturity in case of Default in Payment	7
Section 2.03	Unconditional Right of Securityholders to Institute Certain Suits	7
Section 2.04	Supplemental Indentures Without Consent of Securityholders	8
Section 2.05	Supplemental Indentures With Consent of Securityholders	10
Section 2.06	Successor Corporation Substituted	10
Section 2.07	Securities Subordinated To Senior Indebtedness	11

ARTICLE 3	M ISCELLANEOUS P ROVISIONS	12

Section 3.01	Further Assurances	12
Section 3.02	Other Terms of Indenture	12
Section 3.03	Terms Defined	12
Section 3.04	Governing Law	12
Section 3.05	Counterparts	12
Section 3.06	Responsibility of the Trustee	12

THIS THIRD SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of December 1, 2017 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “ Issuer ”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “ Trustee ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“ DBTCA ”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

W I T N E S S E T H :

WHEREAS, the Issuer and the Trustee are parties to that certain subordinated indenture, dated as of May 21, 2013, among the Issuer, the Trustee and DBTCA (the “ Indenture ”);

WHEREAS, Section 8.01(c) of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer and the Trustee may enter into indentures supplemental to the Indenture for the purpose of, among other things, making any provisions as the Issuer may deem necessary or desirable; provided that no such action shall adversely affect the interests of the Holders of the Securities or Coupons;

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

WHEREAS, the Issuer and the Trustee desire to amend the Indenture in respect of certain Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture (i) to provide that the Holders (including the Beneficial Owners) of such Securities shall be bound by and shall be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority and (ii) to modify certain provisions of the Indenture to provide that such Securities shall be subject to those provisions in their amended form;

WHEREAS, the entry into this Third Supplemental Subordinated Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and

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

NOW, THEREFORE:

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

ARTICLE 1

A DDITIONAL T ERMS A PPLICABLE TO THE S ECURITIES

Section 1.01 Addition of Certain Terms Defined. With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, Section 1.01 of the Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):

“ Beneficial Owner ” shall mean (i) if any Securities are in global form, the beneficial owners of such Securities (and any interest therein) and (ii) if any Securities are in definitive form, the holders in whose name such Securities are registered in the Security register of the Issuer and any beneficial owners holding an interest in such Securities in definitive form.

“ bridge bank ” means a newly chartered German bank that would receive some or all of the Issuer’s equity securities, assets, liabilities and material contracts, including those attributable to the Issuer’s branches and subsidiaries, in the event of the imposition of Resolution Measures.

“ competent resolution authority ” means any authority with the ability to exercise a Resolution Measure.

“ group entity ” means an entity that is included in the corporate group subject to a Resolution Measure.

“ Resolution Measure ” has the meaning set forth in Section 1.02 of this Third Supplemental Subordinated Indenture.

Section 1.02 Securities Subject to Resolution Measures. The following provisions apply to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture:

(a) By acquiring any Securities, each Holder (including Beneficial Owners) shall be bound by and shall be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority.

(b) Under the relevant resolution laws and regulations as applicable to the Issuer from time to time, the Securities may be subject to the powers exercised by the competent resolution authority to:

(i)

write down, including write down to zero, the claims for payment of the principal amount, the interest amount or any other amount in respect of the Securities;

(ii)

convert the Securities into ordinary shares of (A) the Issuer, (B) any entity of the Issuer’s group or (C) any bridge bank, or other instruments qualifying as common equity tier 1 capital (and the issue to or conferral on the Holders (including the Beneficial Owners) of such ordinary shares or instruments); and/or

(iii)

apply any other resolution measure, including, but not limited to, (A) any transfer of the Securities to another entity, (B) the amendment, modification or variation of the terms and conditions of the Securities or (C) the cancellation of the Securities;

(each, a “ Resolution Measure ”).

For the avoidance of doubt, any non-payment by the Issuer arising out of any such Resolution Measure will not constitute a failure by the Issuer under the terms of the Securities or the Indenture to make a payment of principal of, interest on, or other amounts owing under the Securities.

(c) By its acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have agreed:

(i)

to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or variation of the terms and conditions of the Securities to give effect to any Resolution Measure;

(ii)

that it will have no claim or other right against the Issuer arising out of any Resolution Measure; and

(iii)

that the imposition of any Resolution Measure will not constitute a default or an Event of Default (A) under the Securities, (B) under the Indenture or (C) for the purpose of, but only to the fullest extent permitted by, the Trust Indenture Act (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act).

(d) The terms and conditions of the Securities shall continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of, the Securities, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further modification of the terms that the competent resolution authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany.

(e) No repayment of any then-current principal amount of the Securities or payment of interest or any other amount thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment would be permitted to be made by the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer.

(f) By its acquisition of the Securities, each Holder (including each Beneficial Owner) waives, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and the Agents for, agrees not to initiate a suit against the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not be liable for, any action that the Trustee or any of the Agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities.

(g) Upon the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities, the Issuer shall provide a written notice directly to the Holders in accordance with Section 11.04 of the Indenture as soon as practicable regarding such imposition of a Resolution Measure by a competent resolution authority for purposes of notifying Holders of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for information purposes only, and the Trustee and the Agents shall be entitled to rely, and will not be liable for relying, on the competent resolution authority and the Resolution Measure identified in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution Measure nor the effects thereof on the Securities.

(h) If the Issuer has elected to redeem any Securities but the competent resolution authority has imposed a Resolution Measure with respect to the Securities prior to the payment of the redemption amount for the Securities, the relevant redemption notice, if any, shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

(i) Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be required to take any further directions from Holders of the Securities under Section 5.09 of the Indenture, which section authorizes Holders of a majority in aggregate principal amount of the Securities at the time Outstanding to direct certain actions relating to the Securities, and if any such direction was previously given under Section 5.09 of the Indenture to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have no further effect. The Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority, and the Trustee and the Agents shall be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a Resolution Measure by the competent resolution authority, the Securities remain outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of the Securities), then the Trustee’s and the Agents’ duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents agree that a supplemental indenture is not necessary.

(j) By the acquisition of the Securities, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to the Securities, (ii) authorized, directed and requested the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holders of the Securities, the Trustee or the Agents, and (iii) acknowledged and accepted that the provisions contained in this Section 1.02 are exhaustive on the matters described this Section 1.02 to the exclusion of any other agreements, arrangements or understandings between it and the Issuer relating to the terms and conditions of the Securities.

(k) If the competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount of the Securities, unless the Trustee or the Agents are otherwise instructed by the Issuer or the competent resolution authority, any cancellation, write-off or conversion into equity made in respect of the Securities pursuant to the Resolution Measure will be made on a substantially pro rata basis among the Securities of any series.

(l) The Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections 6.02 and 6.06 of the Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities.

ARTICLE 2

M ODIFICATIONS TO P ROVISIONS OF THE I NDENTURE

Section 2.01 Amount Unlimited; Issuable in Series. With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the second paragraph of Section 2.03 of the Indenture, which reads as follows, shall be deleted in its entirety:

“The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and subordinated debt of the Issuer (unless such debt is expressed to rank junior to the Securities, in which case the Securities shall rank senior to such junior debt, but junior to the Senior Indebtedness), save for any debt preferred by mandatory provisions of law. There shall be established in one or more Board Resolutions, in one or more Officers’ Certificates detailing such establishment or in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series:”

and shall be replaced with the following:

“The Securities constitute unsecured obligations of the Issuer and are subordinated to (i) the claims of creditors of the Issuer that are not subordinated pursuant to applicable law, including claims against the Issuer under non-preferred senior unsecured debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act ( Kreditwesengesetz ) or any successor provision and (ii) other obligations of the Issuer which are mandatorily preferred by law (such claims and obligations in (i) and (ii), the “ Priority Claims ”). The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and subordinated debt (it being understood that no Priority Claims constitute subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any other indebtedness, and in particular, if such debt is expressed to rank junior to the Securities, then the Securities shall rank senior to such junior debt,

but junior to the Priority Claims. For the avoidance of doubt, Senior Indebtedness shall constitute Priority Claims; the Securities are subordinated to, and shall rank junior to, Senior Indebtedness. There shall be established in one or more Board Resolutions, in one or more Officers’ Certificates detailing such establishment or in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series:”.

Section 2.02 Event of Default Defined; No Acceleration of Maturity in case of Default in Payment. With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the following sentence in Section 5.01(a) of the Indenture, which reads as follows, shall, as applicable to the Securities, be deleted in its entirety:

“In particular, neither non-viability (as defined under the laws governing the supervision of financial institutions, as applicable in the Federal Republic of Germany) nor a Regulatory Bail-in in connection therewith will constitute an Event of Default with respect to the Securities.”

and shall be replaced with the following:

“In particular, neither non-viability (as defined under the laws governing the supervision of financial institutions, as applicable in the Federal Republic of Germany) nor the imposition of a Resolution Measure will constitute an Event of Default with respect to this Indenture or the Securities. As used in this Section 5.01, Resolution Measure shall have the meaning set forth in the Third Supplemental Subordinated Indenture dated December 1, 2017.”

Section 2.03 Unconditional Right of Securityholders to Institute Certain Suits. With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the following sentence in Section 5.07 of the Indenture, which reads as follows, shall be deleted in its entirety:

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

and shall be replaced with the following:

“To the extent required by the Trust Indenture Act, and subject to the subordination and the other provisions in the Securities but otherwise notwithstanding any other provision in this Indenture, the right of any Holder of any Security or Coupon to receive payment of the principal of and interest on such Security or Coupon, if any, on or after the respective due dates expressly provided for pursuant to the terms of the Securities or Coupon, or to institute suit for the enforcement of any such payment, if any, on or after such respective dates, shall not be impaired or affected without the consent of such Holder.”

Section 2.04 Supplemental Indentures Without Consent of Securityholders . With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the following sentence in Section 8.01 of the Indenture, which reads as follows, shall be deleted in its entirety:

“The Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

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

(b) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities or Coupons;

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

(d) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and

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

and shall be replaced with the following:

“Subject to the prior consent of the competent supervisory authority in respect of Outstanding Securities of any series, if required under the CRR or other applicable laws and regulations for the recognition of the Securities as Tier 2 capital, the Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(d) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03;

(f) to give effect to any variation to the terms of the Securities as a result of the imposition of any Resolution Measure.”

Section 2.05 Supplemental Indentures With Consent of Securityholders . With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the following clause of the first sentence of the first paragraph of Section 8.02 of the Indenture, which reads as follows, shall be deleted in its entirety:

“With the consent (evidenced as provided in Article 7) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), …”

and shall be replaced with the following:

“Subject to the prior consent of the competent supervisory authority in respect of Outstanding Securities of any series, if required under the CRR or other applicable laws and regulations for the recognition of the Securities as Tier 2 capital, and with the consent (evidenced as provided in Article 7) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), ….”

Section 2.06 Successor Corporation Substituted. (a) With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the first sentence of the first paragraph of Section 9.01 of the Indenture, which reads as follows, shall be deleted in its entirety:

“In case of any merger or consolidation or sale, lease or conveyance of all or substantially all of the Issuer’s assets to any other Person, the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer (if other than the Issuer) may succeed to and be substituted for the Issuer, with the same effect as if it had been named herein.”

and shall be replaced with the following:

(b) With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the last sentence of the first paragraph of Section 9.01 of the Indenture, which reads as follows, shall be deleted in its entirety:

“All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.”

and shall be replaced with the following:

“All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank, be subject to imposition of any Resolution Measure, and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. As used in this Section 9.01, Resolution Measure shall have the meaning set forth in the Third Supplemental Subordinated Indenture dated December 1, 2017.”

Section 2.07 Securities Subordinated To Senior Indebtedness . With respect to the Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, Section 13.01 of the Indenture, which reads as follows, shall be deleted in its entirety:

“The Securities (including any Coupons relating thereto) constitute the direct, unconditional and unsecured obligations of the Issuer ranking without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether on account of principal, interest or otherwise, are subordinated to the Senior Indebtedness of the Issuer and will rank junior to the claims of the holders of all Senior Indebtedness of the Issuer in the event of bankruptcy or insolvency ( Insolvenzverfahren ), suspension of payments, dissolution, liquidation ( Liquidation ) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness of the Issuer, except that it shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities. In the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Securities until the claims of all creditors of Senior Indebtedness have been satisfied in full.”

and shall be replaced with the following:

“The Securities (including any Coupons relating thereto) constitute the direct and unconditional obligations of the Issuer and are subordinated to the Priority Claims. The obligations of the Issuer under the Securities shall rank without preference or priority among themselves. The obligations of the Issuer under the terms of the Securities, whether on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency ( Insolvenzverfahren ), suspension of payments, dissolution, liquidation ( Liquidation ) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness (it being understood that no Priority Claims constitute subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Securities. In the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Securities until the claims of all creditors of Priority Claims have been satisfied in full. As used in this Section 5.01, Resolution Measure shall have the meaning set forth in the Third Supplemental Subordinated Indenture dated December 1, 2017.

For the avoidance of doubt, Senior Indebtedness shall constitute Priority Claims. The Securities are subordinated to, and shall rank junior to, Senior Indebtedness. In the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Securities until the claims of all creditors of Senior Indebtedness have been satisfied in full.”

ARTICLE 3

M ISCELLANEOUS P ROVISIONS

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

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

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

Section 3.04 Governing Law . This Third Supplemental Subordinated Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except with respect to the subordination provisions hereof, which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, and except as may otherwise be required by mandatory provisions of law.

Section 3.05 Counterparts . This Third Supplemental Subordinated Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

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

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


Very truly yours,

DEUTSCHE BANK AKTIENGESELLSCHAFT



By:	/s/ Sean Rahavy

	Name:	Sean Rahavy

	Title:	Vice President



By:	/s/ Caio Vieira

	Name:	Caio Vieira

	Title:	Associate



WILMINGTON TRUST,
NATIONAL ASSOCIATION, as Trustee



By:	/s/ Shawn Goffinet

	Name:	Shawn Goffinet

	Title:	Assistant Vice President



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent



By:		Deutsche Bank National Trust Company



By:	/s/ Chris Niesz

	Name:	Chris Niesz

	Title:	Assistant Vice President



By:	/s/ Kathryn Fischer

	Name:	Kathryn Fischer

	Title:	Assistant Vice President

Exhibit 4.2(d)

DEUTSCHE BANK AKTIENGESELLSCHAFT

NEW YORK BRANCH

Issuer

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Paying Agent, Transfer Agent and Registrar and

Authenticating Agent

Fourth Supplemental Subordinated Indenture

Dated as of December 1, 2017

to the Subordinated Indenture

Dated as of May 21, 2013

Fixed to Fixed Reset Rate

Subordinated Tier 2 Notes due 2032

TABLE OF CONTENTS



ARTICLE 1	D EFINITIONS AND I NCORPORATION BY R EFERENCE	2

Section 1.01	Definitions	2
Section 1.02	Incorporation by Reference of Trust Indenture Act	6
Section 1.03	Rules of Construction	7

ARTICLE 2	T HE N OTES	7

Section 2.01	Title and Terms	7
Section 2.02	Form of Notes	8
Section 2.03	Legends	10
Section 2.04	Book-Entry Provisions for the Global Notes	11
Section 2.05	Default	12
Section 2.06	Status	14

ARTICLE 3	A DDITIONAL C OVENANTS	15

Section 3.01	Payment of Additional Amounts	15
Section 3.02	Written Statement to Trustee	16

ARTICLE 4	R EDEMPTION OR R EPURCHASE OF N OTES	17

Section 4.01	Deposit of Redemption Price	17
Section 4.02	Cessation of Interest Accrual	17
Section 4.03	Optional Redemption	17
Section 4.04	Tax Redemption	17
Section 4.05	Redemption for Regulatory Reasons	18
Section 4.06	Payment on the Maturity Date	19
Section 4.07	Repurchase	19
Section 4.08	Amounts to be Returned to the Issuer	19

ARTICLE 5	S ATISFACTION AND D ISCHARGE OF S UPPLEMENTAL S UBORDINATED I NDENTURE	19

Section 5.01	Satisfaction and Discharge of Supplemental Subordinated Indenture	19

ARTICLE 6	M ISCELLANEOUS P ROVISIONS	20

Section 6.01	Scope of Supplemental Subordinated Indenture	20
Section 6.02	Provisions of Supplemental Subordinated Indenture for the Sole Benefit of Parties and Holders of Notes	20
Section 6.03	Successors and Assigns of Issuer Bound by Supplemental Subordinated Indenture	20
Section 6.04	Notices and Demands on Issuer, Trustee, Agents and Holders of Notes	20
Section 6.05	Mutilated and Lost Notes	22
Section 6.06	Unclaimed Moneys	22
Section 6.07	Payments Due on Saturdays, Sundays and Holidays	23
Section 6.08	Conflict of any Provisions of Supplemental Subordinated Indenture with Trust Indenture Act	23
Section 6.09	Governing Law	23


Section 6.10	Counterparts	23
Section 6.11	Effect of Headings	23
Section 6.12	Submission to Jurisdiction	23
Section 6.13	Not Responsible for Recitals or Issuance of Securities	24
Section 6.14	Further Issues	24
Section 6.15	Waiver of Right to Set-Off	24

ARTICLE 7	S UPPLEMENTS TO S UPPLEMENTAL S UBORDINATED I NDENTURE	24

Section 7.01	Supplements without Consent of Holders	24

EXHIBIT

EXHIBIT A:	Form of Global Note

THIS FOURTH SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of December 1, 2017 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “ Issuer ”), ACTING THROUGH ITS NEW YORK BRANCH, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “ Trustee ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“ DBTCA ”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

W I T N E S S E T H :

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a subordinated indenture, dated as of May 21, 2013 (the “ Base Subordinated Indenture ,” as may be amended from time to time), providing for the issuance from time to time of one or more series of its subordinated unsecured debentures, notes or other evidences of indebtedness (the “ Subordinated Debt Securities ”), and a third supplemental subordinated indenture, dated as of December 1, 2017, adding certain provisions to, and modifying certain provisions of, the Base Subordinated Indenture (references to the “Base Subordinated Indenture” herein shall mean the Base Subordinated Indenture as amended by such third supplemental subordinated indenture);

WHEREAS, Section 8.01(d) of the Base Subordinated Indenture provides that the Issuer and the Trustee may from time to time enter into one or more indentures supplemental thereto to establish the form or terms of Subordinated Debt Securities;

WHEREAS, the Issuer, pursuant to the foregoing authority, proposes in and by this fourth supplemental subordinated indenture (the “ Supplemental Subordinated Indenture ” and, together with the Base Subordinated Indenture, the “ Subordinated Indenture ”) to supplement the Base Subordinated Indenture insofar as it will apply only to the Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2032 (the “ Notes ”) issued hereunder (and not to any other series of Subordinated Debt Securities); and

WHEREAS, all things necessary have been done to make the Notes, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid obligations of the Issuer, and to make this Supplemental Subordinated Indenture a valid agreement of the Issuer, in accordance with their and its terms;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Notes by the holders thereof, the Issuer, DBTCA and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:

ARTICLE 1

D EFINITIONS AND I NCORPORATION BY R EFERENCE

Section 1.01 Definitions. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Base Subordinated Indenture

unless otherwise indicated. For all purposes of this Supplemental Subordinated Indenture and the Notes, the following terms are defined as follows:

“ Additional Amounts ” has the meaning specified in Section 3.01.

“ Agent Member ” has the meaning specified in Section 2.04.

“ Agents ” means the Paying Agent, the Transfer Agent, the Registrar and the Authenticating Agent.

“ Authenticating Agent ” means DBTCA.

“ Authorized Agent ” has the meaning specified in Section 6.12.

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

“ Business Day ” means a day on which (i) the Trans-European Automatic Real-time Gross settlement Express Transfer system (TARGET2) is open for business and (ii) commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City.

“ Code ” has the meaning specified in Section 3.01

“ competent supervisory authority ” means any authority primarily responsible for the prudential supervision of the Issuer.

“ corporation ” means any corporation, association, limited liability company, company or business trust.

“ CRR ” means Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (including any provisions of regulatory law supplementing this Regulation); to the extent that any provisions of the CRR are amended or replaced, the term CRR as used in the this Supplemental Subordinated Indenture and the terms of the Notes shall refer to such amended provisions or successor provisions.

“ Defaulted Interest ” has the meaning specified in Section 2.05(a).

“ Depositary ” means The Depository Trust Company, its nominees and their respective successors.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ 5-year Swap Rate ” means the 5-year semi-annual mid-swap rate as displayed on the Reset Screen Page on the Reset Interest Determination Date. In the event that the 5-year Swap Rate does not appear on the Reset Screen Page on the Reset Interest Determination Date, the 5-year Swap Rate shall be the Reset Reference Bank Rate on the Reset Interest Determination Date.

“ 5-year Swap Rate Quotation ” means, in each case, the arithmetic mean of the bid and offered rates for the semi-annual fixed leg (calculated on a basis of a 360-day year of twelve 30-day months) of a fixed-for-floating U.S. dollar interest rate swap which (i) has a term of 5 years commencing on the Reset Date, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg (calculated on basis of the actual number of days elapsed in 360-day year) which is equivalent to the rate for deposits in U.S. dollars for a three-month period, offered by the principal London offices of leading swap dealers in the New York City interbank market to prime banks in the London interbank market or to the extent that an industry-accepted substitute or successor rate for such rate has been established (as determined by the Issuer in its sole discretion), such successor rate. If the Issuer has determined that a substitute or successor rate should apply in accordance with the foregoing, it will notify the paying agent in writing and the paying agent will request each Reference Bank to adjust the 5-year Swap Rate Quotation to include any adjustment factor necessary to make the 5-year Swap Rate Quotation comparable to a 5-year mid-swap rate quotation based on the 3-month interbank deposit rate.

“ Fixed Interest Rate ” means 4.875% per annum.

“ Fixed Reset Interest Rate ” means 2.553% above the 5-year Swap Rate.

“ Global Notes ” has the meaning specified in Section 2.02(a).

“ Holder ,” “ Holder of Notes ” or other similar terms means the registered holder of any Note.

“ incorporated provision ” has the meaning specified in Section 6.08.

“ Interest Payment Date ” means each of June 1 and December 1, beginning June 1, 2018; provided, however , in each case, that if any such date is not a Business Day, the Interest Payment Date shall be the next succeeding Business Day.

“ Issue Date ” means December 1, 2017.

“ Issuer ” means the company named as the “Issuer” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of the Subordinated Indenture, and thereafter “Issuer” shall mean such successor Person.

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

“ Maturity Date ” means December 1, 2032.

“ Note ” or “ Notes ” has the meaning specified to it in the third recital paragraph of this Supplemental Subordinated Indenture.

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

“ Payment Claims ” has the meaning specified in Section 2.06.

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

“ Physical Notes ” means Notes issued in definitive, fully registered form without interest coupons.

“ Record Date ” means either a Regular Record Date or a Special Record Date, as the case may be.

“ Redemption Date ,” when used with respect to any Note to be redeemed, means the date set for such redemption by or pursuant to this Supplemental Subordinated Indenture.

“ Redemption Price ,” when used with respect to any Note to be redeemed pursuant to Article 4 of this Supplemental Subordinated Indenture, means the amount equal to 100% of the principal amount (subject to the imposition of any Resolution Measure) of the Notes to be redeemed.

“ Reference Bank ” means six leading swap dealers in the New York City interbank market as selected by us and communicated to the paying agent no later than 20 calendar days prior to the relevant Reset Interest Determination Date.

“ Registrar ” means DBTCA.

“ Regular Record Date ” in respect of interest on the Notes payable means the Business Day immediately preceding an Interest Payment Date.

“ Relevant Date ” means the date on which the payment first becomes due but, if the full amount payable has not been received by the Paying Agent on or before the due date, it means the date on which, the full amount having been so received.

“ Reset Date ” means December 1, 2027.

“ Reset Interest Determination Date ” means the day falling two Business Days prior to the Reset Date.

“ Reset Reference Bank Rate ” means the percentage rate determined on the basis of the 5-year Swap Rate Quotations provided by six leading swap dealers in the interbank market to the paying agent at approximately 11:00 a.m. (New York time), on the Reset Interest Determination Date. If at least three quotations are provided, the 5-year Swap Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are provided, the 5-year Swap Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the 5-year Swap Rate will be the quotation provided. If no quotations are provided, the 5-year Swap Rate shall be equal to the last available 5-year semi-annual mid-swap rate on the Reset Screen Page.

“ Reset Screen Page ” means Reuters screen “ICESWAP1” (or any successor page) as at 11:00 a.m. (New York time).

“ Senior Indebtedness ” means any indebtedness or other payment obligation of the Issuer that is not expressed to be subordinated, including, but not limited to: (a) the principal of and premium, if any, and interest, on, whether outstanding now or incurred later, (1) all indebtedness for money borrowed by the Issuer, including indebtedness of others guaranteed by the Issuer, other than any subordinated debt securities, indebtedness that is expressed to rank junior to subordinated debt securities and other indebtedness that is expressly stated as not senior, and (2) any amendments, renewals, extensions, modifications and refundings of any indebtedness, unless in any such case the instrument evidencing the indebtedness provides that it is not senior in right of payment to the Notes; (b) all of the Issuer’s capital lease obligations and any synthetic leases or tax retention operating leases; (c) all of the Issuer’s obligations issued or assumed as the deferred purchase price of property, and all conditional sale or title retention agreements; (d) all of the Issuer’s obligations, contingent or otherwise, in respect of any letters of credit, bankers acceptances, security purchase facilities and similar credit transactions; (e) all of the Issuer’s obligations in respect of interest rate swap, cap or similar agreements, interest rate future or options contracts,

currency swap agreements, currency future or option contracts, commodity contracts and other similar agreements; (f) all obligations of the type referred to in clauses (a) through (e) of other persons for the payment of which the Issuer is responsible or liable as obligor, guarantor or otherwise; and (g) all obligations of the type referred to in clauses (a) through (f) of other persons secured by any lien on any of the Issuer’s property or assets whether or not such obligation is assumed by the Issuer.

“ Special Record Date ” for the payment of any Defaulted Interest means a date fixed pursuant to Section 2.05(a).

“ Tax Jurisdiction ” means the Federal Republic of Germany or the United States, or any political subdivision or any authority thereof or therein having power to tax.

“ Transfer Agent ” means DBTCA.

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

“ Trustee ” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Supplemental Subordinated Indenture, and thereafter “Trustee” shall mean such successor Trustee.

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

“ Withholding Taxes ” has the meaning specified in Section 3.01.

Section 1.01 Incorporation by Reference of Trust Indenture Act . Whenever this Supplemental Subordinated Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Supplemental Subordinated Indenture.

The following Trust Indenture Act terms used in this Supplemental Subordinated Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder;

“indenture to be qualified” means the Subordinated Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Issuer and any other obligor on the indenture securities.

All other Trust Indenture Act terms used in this Supplemental Subordinated Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by U.S. Securities Exchange Commission rule have the meanings assigned to them by such definitions.

Section 1.02 Rules of Construction .

(a) For all purposes of this Supplemental Subordinated Indenture, except as otherwise expressly provided or unless the context otherwise requires:

the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; and

the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Subordinated Indenture as a whole and not to any particular Article, Section or other subdivision.

(b) Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Base Subordinated Indenture.

(c) To the extent the terms of the Base Subordinated Indenture are inconsistent with provisions of this Supplemental Subordinated Indenture, the terms of this Supplemental Subordinated Indenture shall govern, but only with respect to the Notes.

ARTICLE 2

T HE N OTES

Section 2.01 Title and Terms .

(a) The Notes shall be known and designated as the “Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2032” of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under this Supplemental Subordinated Indenture shall not initially exceed $1,000,000,000 (except as otherwise provided in the Subordinated Indenture). The Notes shall be issuable in minimum denominations of $200,000 principal amount and integral multiples of $1,000 in excess thereof.

(b) The Notes are intended to qualify as own funds in the form of Tier 2 capital of the Issuer under the CRR.

(d) Subject to the imposition of any Resolution Measure or a redemption pursuant to Article 4, the Notes shall bear interest (i) from (and including) the date of issuance to (but excluding) the Reset Date at the Fixed Interest Rate and (ii) from (and including) the Reset Date to (but excluding) the Maturity Date at the Fixed Reset Interest Rate. Interest shall be payable semi-annually in arrears on each Interest Payment Date.

(e) Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

(f) A Holder of any Note at the close of business on a Regular Record Date shall be entitled to receive interest on such Note on the corresponding Interest Payment Date.

(g) Principal of and interest on Global Notes shall be payable to the Depositary by wire in immediately available funds by the Paying Agent (subject to the Paying Agent’s receipt of such funds as provided under Section 3.04(c) of the Base Subordinated Indenture).

(h) Principal on Physical Notes shall be payable at the office or agency of the Issuer maintained for such purpose, initially the office of the Paying Agent. U.S. dollar payments of interest, other than interest due at maturity or any date of redemption or repayment, will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the register of the Notes. A Holder of U.S. $10,000,000 or more in aggregate principal amount of Notes having the same Interest Payment Date, the interest on which is payable in U.S. dollars, will be entitled to receive payments of interest, other than interest due at maturity or on any date of redemption or repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment Date.

Section 2.02 Form of Notes.

(a) Except as otherwise provided pursuant to this Section 2.02, the Notes are issuable in fully registered, global form without coupons in substantially the form of Exhibit A hereto (the “Global Notes”), each of which representing a maximum of U.S. $500,000,000 principal amount of all such Notes that have the same original issue date, Maturity Date and other

terms, with such applicable legends as are provided for in Section 2.03. The Notes are not issuable in bearer form or with detachable coupons. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Subordinated Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Supplemental Subordinated Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other markings of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Subordinated Indenture and the Base Subordinated Indenture, 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 securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage.

(b) Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee (or the Authenticating Agent on behalf of the Trustee) and shall be registered in the name of the Depositary or its nominee and retained by the Registrar, as custodian, at its corporate trust office. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian, and of the Depositary or its nominee, as hereinafter provided.

(c) DBTCA has been appointed Registrar and Transfer Agent for the Notes, and DBTCA will maintain at its office in The City of New York a register for the registration and transfer of Notes. The Notes may be transferred at either the aforesaid New York office of DBTCA by surrendering the Notes for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and duly executed by the registered Holder thereof in person or by the Holder’s attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange therefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth therein; provided, however , that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised its right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture with respect to the redemption of Notes. Notes are exchangeable at

said offices for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers of Notes will be free of service charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and executed by the registered Holder in person or by the Holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

Section 2.03 Legends . Each Global Note shall also bear the following legends on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN (OR AN INTEREST IN THE NOTES REPRESENTED HEREBY).

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

EACH ACQUIRER AND EACH TRANSFEREE OF BENEFICIAL INTERESTS IN THIS NOTE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST HEREIN (1) EITHER (A) IT IS NOT, AND IT IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTES OR ANY INTEREST THERE IN IT WILL NOT BE, AND WILL NOT BE ACTING ON BEHALF OF), AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE

UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, (“CODE”), APPLIES, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S AND/OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), AND NO PART OF THE ASSETS USED BY IT TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR AN INTEREST HEREIN DOES NOT AND WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, CHURCH OR NON U.S. PLAN, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAWS); (2) NEITHER THE ISSUER NOR ANY OF ITS AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR, WITH RESPECT TO A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ANY DEFINITION OF “FIDUCIARY” UNDER SIMILAR LAWS) WITH RESPECT TO THE PURCHASER OR HOLDER IN CONNECTION WITH ANY PURCHASE OR HOLDING OF THE NOTES, OR AS A RESULT OF ANY EXERCISE BY THE ISSUER OR ANY OF ITS AFFILIATES OF ANY RIGHTS IN CONNECTION WITH THE NOTES; AND (3) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN OTHERWISE THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE.

Section 2.04 Book-Entry Provisions for the Global Notes .

(a) The Global Notes initially shall:

be registered in the name of the Depositary (or a nominee thereof); and

be delivered to the Registrar as custodian for such Depositary.

Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Supplemental Subordinated Indenture with respect to any Global Note held on their behalf by the Depositary, or the Registrar as its custodian, or under such Global Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute

owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Subordinated Indenture, the Base Subordinated Indenture or the Notes.

(c) A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary (or a nominee thereof), and no such transfer to any such other Person may be registered. Beneficial interests in a Global Note may be transferred in accordance with the rules and procedures of the Depositary.

(d) If at any time, the Depositary notifies the Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global Notes, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation, the Depositary shall surrender such Global Note or Global Notes to the Registrar for cancellation and the Issuer shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of such Global Note or Global Notes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof).

(e) Notwithstanding the foregoing, in connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.04(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interests in such Global Note to be transferred.

Section 2.05 Default .

(a) Subject to the imposition of any Resolution Measure, if the Issuer fails to make a payment of interest on any Note when due and payable for reasons other than pursuant to the subordination provisions of the Notes

(“ Defaulted Interest ”), it shall pay such Defaulted Interest plus (to the extent lawful) any interest payable on the Defaulted Interest, in any lawful manner. The Issuer may elect to pay any Defaulted Interest, plus any such interest payable on it, to the Persons who are Holders of such Notes on which the interest is due on a subsequent Special Record Date. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Note. The Issuer shall fix any such Special Record Date and payment date for such payment. At least 15 days before any such Special Record Date, the Issuer shall mail to Holders affected thereby a notice that states the Special Record Date, the Interest Payment Date and amount of such interest to be paid.

(b) If the Issuer does not make payments of principal of, interest on, or other amounts owing under the Notes when due for reasons other than (i) pursuant to the subordination provisions of the Notes or (ii) due to a Resolution Measure, the Issuer will be in default on its obligations under the Subordinated Indenture. In such case, the Trustee and the Holders of the Notes may take action against the Issuer, but they may not accelerate the maturity of the Notes. If the Issuer fails to make any payments of principal of, interest on or other amounts owing under the Notes when due (i) pursuant to the subordination provisions of the Notes or (ii) due to a Resolution Measure, the Trustee and the Holders will not be permitted to take such action. Moreover, the parties hereto acknowledge that in the event of a Resolution Measure, the Holders may permanently lose the right to the affected amounts and each Holder (including each Beneficial Owner) shall, by acquiring any Notes, be bound, and will be deemed to have consented, as provided in Section 2.07. Furthermore, if the Issuer becomes subject to German insolvency proceedings, the Trustee and Holders of the Notes will have no right to file a claim against the Issuer unless the competent insolvency court allows the filing of subordinated claims.

(c) Upon the occurrence of any Event of Default or any default in the payment of principal of, interest on, or other amounts owing under the Notes, the Issuer shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the Notes whether in connection with any breach by the Issuer of its obligations under the Notes, the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee shall deem most effective, provided that the Issuer shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to principal or interest on the Notes prior to any date on which the principal of, or any interest on, the Notes would have otherwise been payable.

(d) Other than the limited remedies specified above, no remedy against the Issuer shall be available to the Trustee or the Holders of the Notes whether for the recovery of amounts owing in respect of the Notes or under the Subordinated Indenture or in respect of any breach by the Issuer of its obligations under the Subordinated Indenture or in respect of the Notes, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act, and provided that any payments are subject to the subordination provisions of the Notes and the Subordinated Indenture, and the imposition of any Resolution Measure.

Section 2.06 Status.

(a) The Notes constitute unsecured obligations of the Issuer and are subordinated to (i) the claims of creditors of the Issuer that are not subordinated pursuant to applicable law, including claims against the Issuer under non-preferred senior unsecured debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act ( Kreditwesengesetz ) or any successor provision and (ii) other obligations of the Issuer which are mandatorily preferred by law (such claims and obligations in (i) and (ii), the “ Priority Claims ”). The obligations of the Issuer shall rank pari passu among themselves and pari passu with all other subordinated obligations (it being understood that no Priority Claims constitute subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any other indebtedness, and in particular, if such obligations are expressed to rank junior to the Notes, then the Notes shall rank senior to such junior obligations, but junior to the Priority Claims. Any right to set off any claims for interest, repayment and any other claims under the Notes (“ Payment Claims ”) against claims of the Issuer will be excluded. In the event of any Resolution Measure (as defined below) imposed on the Issuer or in the event of insolvency or liquidation of the Issuer, the Payment Claims shall be subordinated to the Priority Claims and shall, in any such event, only be satisfied after all Priority Claims have been satisfied in full. No subsequent agreement may limit the subordination pursuant to the provisions set out in this section or shorten the term of the Notes or any applicable notice period. No collateral or guarantee shall be provided at any time to secure claims of the Holders under the Notes; any collateral or guarantee already provided or granted in the future in connection with other liabilities of the Issuer may not be used for claims under the Notes.

For the avoidance of doubt, Senior Indebtedness shall constitute Priority Claims. The Notes are subordinated to, and shall rank junior to, Senior Indebtedness. In the event of any Resolution Measure (as defined below) imposed on the Issuer or in the event of insolvency or liquidation of the Issuer, the Payment Claims shall be subordinated to the Senior Indebtedness and shall, in any such event, only be satisfied after all Senior Indebtedness has been satisfied in full.

ARTICLE 3

A DDITIONAL C OVENANTS

In addition to the covenants set forth in Article 3 of the Base Subordinated Indenture, the Notes shall be subject to the additional covenants set forth in this Article 3 of this Supplemental Subordinated Indenture.

Section 3.01 Payment of Additional Amounts . All interest amounts payable in respect of the Notes shall be made without deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the Tax Jurisdiction (“ Withholding Taxes ”), unless such deduction or withholding is required by law.

In the event of such withholding or deduction on payments of interest (but not in respect of the payment of any principal in respect of the Notes), the Issuer shall, to the fullest extent permitted by law, pay such additional amounts (“ Additional Amounts ”) as will be necessary in order that the net amounts received by the Holders, after such withholding or deduction for or on account of any Withholding Taxes imposed upon or as a result of such payment by the Tax Jurisdiction, will equal the respective amounts which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes, duties or governmental charges which:

(a) are payable by any person acting as custodian bank or collecting agent on the Holder’s behalf, or otherwise in any manner which does not constitute a deduction or withholding by the Issuer from payments of interest made by the Issuer; or

(b) would not be payable to the extent such deduction or withholding could be avoided or reduced if the Holder or beneficial owner of the Note (or any financial institution through which the Holder or beneficial owner holds the Notes or through which payment on the Note is made) (i) makes a declaration of non-residence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed by the relevant tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained by the Holder or beneficial owner (or such financial institution) or concerning ownership of the Holder or beneficial owner (or financial institution) or concerning such Holder’s or beneficial owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction imposing such tax; or

(c) are payable by reason of the Holder’s having, or having had, some personal or business connection with the Federal Republic of Germany and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Federal Republic of Germany; or

(d) are presented for payment more than 30 days after the Relevant Date except to the extent that the Holder would have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or

(e) are withheld or deducted in relation to a Note that is presented for payment by or on the Holder’s behalf if it would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union; or

(f) are deducted or withheld by the Paying Agent from a payment if the payment could have been made by another paying agent without such deduction or withholding; or

(g) would not be payable if the Notes had been kept in safe custody with, and the payments had been collected by, a banking institution; or

(h) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs later.

Moreover, all amounts payable in respect of the Notes shall be made subject to compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the “ Code ”), or any regulations or other official guidance promulgated thereunder, official interpretations thereof, or any applicable agreement entered into in connection therewith (including any agreement, law, regulation, or other official guidance implementing such agreement) (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) and any applicable agreement described in Section 1471(b) of the Code. The Issuer shall have no obligation to pay Additional Amounts or otherwise indemnify a Holder in connection with any such compliance with the Code.

Section 3.02 Written Statement to Trustee . The Issuer will furnish to the Trustee on or before March 31 in each year (beginning with March 31, 2018) a brief certificate that complies with the requirements of the Trust Indenture Act (but which need not comply with Section 11.05 of the Base Subordinated Indenture) from the principal executive, financial or accounting officer of the Issuer stating that in the course of the performance by the signer of his duties as

an officer of the Issuer he would normally have knowledge of any default or non-compliance by the Issuer in the performance of any covenants or conditions contained in this Supplemental Subordinated Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof.

ARTICLE 4

R EDEMPTION OR R EPURCHASE OF N OTES

Section 4.01 Deposit of Redemption Price . Prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price in respect of all the Notes to be redeemed on that Redemption Date and accrued and unpaid interest, if any, on such Notes.

Section 4.02 Cessation of Interest Accrual . If the Issuer elects to redeem the Notes, they shall cease to accrue interest from the relevant Redemption Date, unless the Issuer fails to pay the Redemption Price on the Redemption Date.

Section 4.03 Optional Redemption .

(a) Subject to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes, in whole but not in part, at its option on the Reset Date, upon the giving of a notice as described below. Redemption shall be made at the Redemption Price together with accrued and unpaid interest to (but excluding) the Reset Date.

(b) Notice of such redemption on the Reset Date shall be given by the Issuer to the Holders not less than 30 nor more than 60 days prior to the Reset Date, which date and the Redemption Price shall be specified in the notice. Notice to Holders shall be given in accordance with Section 12.02 of the Base Subordinated Indenture.

Section 4.04 Tax Redemption .

(a) Subject to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes in whole but not in part, at any time at the option of the Issuer, at the Redemption Price together with any accrued and unpaid interest to (but excluding) the Redemption Date if, as a result of any change in, or amendment to, the laws or regulations prevailing in the Tax Jurisdiction, which becomes effective on or after the Issue Date, or as a result of any application or official interpretation of such laws or regulations not generally known before that date, Withholding Taxes are or there is a substantial probability that they will be leviable on payments of interest in respect of the Notes, and the Issuer would be obligated to pay Additional

Amounts with respect to such Withholding Taxes, as described in Section 3.01, provided that the conditions in Article 78(4)(b) CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it is satisfied that the change in the applicable tax treatment is material and was not reasonably foreseeable at the Issue Date. The Issuer may exercise such redemption right on giving not less than 30 days’ notice to the Holders. No such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to withhold or pay Withholding Taxes in respect of payments of interest, were a payment in respect of the Notes then made. Notice to Holders shall be given in accordance with Section 12.02 of the Base Subordinated Indenture.

(b) Before any notice of tax redemption pursuant to Section 4.04(a) is given to the Trustee or the Holders of the Notes, the Issuer (or its successor), shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer (or its successor), is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer (or its successor) so to redeem have occurred or been satisfied and (ii) an opinion of independent legal counsel satisfactory to the Trustee to the effect that the Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate. Such notice, once given to the Trustee, shall be irrevocable.

Section 4.05 Redemption for Regulatory Reasons . Subject to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes in whole but not in part, at any time at the option of the Issuer, at the Redemption Price together with any accrued and unpaid interest to (but excluding) the Redemption Date if there is a change in the regulatory classification of the Notes that would be likely to result in (i) its exclusion in full or in part from the Issuer’s own funds under the CRR or any successor legislation, other than for reasons of an amortization in accordance with Article 64 CRR, or (ii) their reclassification as a lower quality of the Issuer’s own funds than as of the Issue Date, provided that the conditions in Article 78(4)(a) CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it considers the change in the regulatory classification to be sufficiently certain and is satisfied that the regulatory reclassification of the Notes was not reasonably foreseeable at the Issue Date. Notice of such redemption shall be given to the Holders upon not less than 30 and not more than 60 days prior to the date of redemption. Any such notice shall be given in accordance with Section 12.02 of the Base Subordinated Indenture only after having received the consent of the competent supervisory authority. Subject to the Section 2.07(h), such notice shall be irrevocable and shall state the date set for redemption and the reason for redemption.

Section 4.06 Payment on the Maturity Date . Unless previously redeemed or repurchased and cancelled, the Notes shall be due and payable on the Maturity Date in the full principal amount together with any accrued and unpaid interest to (but excluding) the Maturity Date.

Section 4.07 Repurchase . Subject to Section 4.08, the Issuer may purchase Notes in the open market or otherwise and at any price with the prior consent of the competent supervisory authority. Notes purchased by the Issuer may, at its option, be held, resold or surrendered to the Agents for cancellation.

Section 4.08 Amounts to be Returned to the Issuer . Any redemption or repurchase of the Notes prior to their scheduled maturity requires the prior consent of the competent supervisory authority. If the Notes are redeemed or repurchased by the Issuer otherwise than in the circumstances described in Article 4, then the amounts redeemed or paid must be returned to the Issuer irrespective of any agreement to the contrary unless the competent supervisory authority has given its consent to such early redemption or repurchase.

ARTICLE 5

S ATISFACTION AND D ISCHARGE OF S UPPLEMENTAL S UBORDINATED I NDENTURE

Section 5.01 Satisfaction and Discharge of Supplemental Subordinated Indenture . If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Notes (other than Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 of the Base Subordinated Indenture) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 of the Base Subordinated Indenture), then this Supplemental Subordinated Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Notes and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of Notes to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor, (iv) the rights, obligations, duties and immunities of the Trustee hereunder and the Issuer’s obligations related thereto, and (v) the obligations of the Issuer under Section 3.02 of the Base Subordinated Indenture) and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Supplemental Subordinated Indenture; provided , that the rights of Holders of the notes to receive amounts in respect of principal of and interest on the Notes held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Notes are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Supplemental Subordinated Indenture or the Notes.

ARTICLE 6

M ISCELLANEOUS P ROVISIONS

Section 6.01 Scope of Supplemental Subordinated Indenture . The changes, modifications and supplements to the Base Subordinated Indenture effected by this Supplemental Subordinated Indenture shall only be applicable with respect to, and govern the terms of, the Notes and shall not apply to any other Subordinated Debt Securities that may be issued by the Issuer under the Base Subordinated Indenture.

Section 6.02 Provisions of Supplemental Subordinated Indenture for the Sole Benefit of Parties and Holders of Notes . Nothing in this Supplemental Subordinated Indenture, the Base Subordinated Indenture or in the Notes, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the Notes, any legal or equitable right, remedy or claim under this Supplemental Subordinated Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Notes.

Section 6.03 Successors and Assigns of Issuer Bound by Supplemental Subordinated Indenture . All the covenants, stipulations, promises and agreements in this Supplemental Subordinated Indenture contained by or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 6.04 Notices and Demands on Issuer, Trustee, Agents and Holders of Notes . Any notice or demand which by any provision of this Supplemental Subordinated Indenture is required or permitted to be given or served by the Trustee, by the Agents or by the Holders of Notes to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address is filed with the Trustee) as follows:

If to the Issuer, to:

Deutsche Bank AG New York Branch

Attn: Treasury / US Issuance

60 Wall Street

New York, New York 10005

United States of America

Deutsche Bank AG

Attn: Group Treasury, Capital Markets Issuance

Mainzer Landstrasse 11-17

60329 Frankfurt am Main

Germany

Any notice, direction, request or demand by the Issuer, by the Agents or by any Holder of Notes to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if delivered in person or mailed by first-class mail to the Trustee at Wilmington Trust, National Association, 15950 N. Dallas Parkway, Suite 550, Dallas, TX 75248, Attn: Global Capital Markets.

Any notice, direction, request or demand by the Issuer, by the Trustee or by any Holder of Notes to or upon the Agents may be given or made if mailed by first-class mail or sent by facsimile to:

If to the Agents, to:

Deutsche Bank Trust Company Americas

Trust and Agency Services

60 Wall Street, 27th Floor

Mail Stop: NYC60-2710

New York, New York 10005

Fax: 732-578-4635

Attn: Corporates Team – Deutsche Bank AG

with a copy to:

Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust and Agency Services

100 Plaza One, Mailstop JCY03-0699

Jersey City, New Jersey 07311

Fax: 732-578-4635

Attn: Corporates Team – Deutsche Bank AG

Notices to be given to Holders of Notes represented by a Global Note will be given only to the Depositary, as the registered holder, in accordance with its applicable policies as in effect from time to time. Notices to be given in respect of Notes held in street name will be given only to the bank, broker or other financial institution in whose name the Notes are registered, and not the owner of any beneficial interests. Notices to be given to Holders of Physical Notes will be sent by mail to the respective addresses of the Holders as they appear in the security register maintained by the Registrar on behalf of the Issuer, and will be deemed given when mailed.

Where this Supplemental Subordinated Indenture provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the register of the Notes. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Supplemental Subordinated Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer or Holders of Notes when such notice is required to be given pursuant to any provision of this Supplemental Subordinated Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Section 6.05 Mutilated and Lost Notes . In case the Notes shall at any time become mutilated, defaced or be destroyed, lost or stolen and the Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Trustee, the Issuer in its discretion may execute a new Note of like tenor in exchange for the Notes, but, in the case of any destroyed or lost or stolen Note, only upon receipt of evidence satisfactory to the Trustee and the Issuer that the Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

Section 6.06 Unclaimed Moneys . With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the Holder that such moneys shall be repaid to the Issuer and any person claiming such moneys shall thereafter look only to the Issuer for payment hereof and (ii) such moneys shall be so repaid to the Issuer. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer may have to pay the principal of or interest or premium, if any, on the Notes as the same shall become due.

Section 6.07 Payments Due on Saturdays, Sundays and Holidays . If the date of maturity of interest on or principal of the Notes or the date set for redemption or repayment of any such Note shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date set for redemption, or repayment, as the case may be, and no interest shall accrue for the period after such date.

Section 6.08 Conflict of any Provisions of Supplemental Subordinated Indenture with Trust Indenture Act . If and to the extent that any provision of this Supplemental Subordinated Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “ incorporated provision ”) included in this Supplemental Subordinated Indenture by operation of, Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.

Section 6.09 Governing Law . This Supplemental Subordinated Indenture and the Base Subordinated Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except with respect to the subordination provisions hereof and thereof, which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, and except as may otherwise be required by mandatory provisions of law.

Section 6.10 Counterparts . This Supplemental Subordinated Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 6.11 Effect of Headings . The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 6.12 Submission to Jurisdiction . The Issuer agrees that any legal suit, action or proceeding arising out of or based upon this Supplemental Subordinated Indenture may be instituted in any federal or state court sitting 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 non-exclusive jurisdiction of such court in any suit, action or proceeding. The Issuer, as long as any of the Notes remain Outstanding or the parties hereto have any obligation under this Supplemental Subordinated Indenture, shall have an authorized agent (the “ Authorized Agent ”) in the United States upon whom process may be served in any such suit, action or proceeding. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer. The Issuer hereby appoints Deutsche Bank Americas Holding Corp., 60 Wall Street, New York, NY 10005, Attention: Office of the Secretary as its Authorized Agent, and represents and warrants that the Authorized Agent has agreed to act as said agent for service of process.

Section 6.13 Not Responsible for Recitals or Issuance of Securities . The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Subordinated Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of Notes or the proceeds thereof.

Section 6.14 Further Issues. The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Notes described in this Subordinated Indenture except for the price to the public and issue date. Any such additional notes, together with the Notes, may constitute a single series of securities under the Subordinated Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Notes, such additional notes must either (i) be issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes or (ii) be otherwise issued in a qualified reopening for U.S. federal income tax purposes. There is no limitation on the amount of notes or other debt securities that the Issuer may issue under this Supplemental Subordinated Indenture or the Base Subordinated Indenture.

Section 6.15 Waiver of Right to Set-Off. By accepting a Note, each Holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Note or the Subordinated Indenture (or between obligations of the Issuer under or in respect of any Note and any liability owed by a Holder) that they might otherwise have against the Issuer, whether before or during the Issuer’s winding up or administration, and no Holder may set off its claims arising under the Notes against any of claims of the Issuer.

ARTICLE 7

S UPPLEMENTS TO S UPPLEMENTAL S UBORDINATED I NDENTURE

Section 7.01 Supplements without Consent of Holders . Subject to the prior consent of the competent supervisory authority, if required under the CRR or other applicable laws and regulations for the recognition of the Notes as Tier 2 capital, the Issuer and the Trustee may amend, modify or supplement this Supplemental Subordinated Indenture or the Notes without the consent of any Holder to cure any ambiguity or to correct or supplement any provision

contained herein which may be defective or inconsistent with any other provision contained herein, or to make such other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Notes. Notwithstanding the foregoing, any amendment made solely to conform the provisions of this Supplemental Subordinated Indenture to the description of the Notes contained in the Issuer’s prospectus supplement dated November 28, 2017 will not be deemed to adversely affect the interests of the Holders of the Notes.

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


Very truly yours,

DEUTSCHE BANK AKTIENGESELLSCHAFT NEW YORK BRANCH



By:	/s/ Sean Rahavy

	Name:	Sean Rahavy

	Title:	Vice President



By:	/s/ Caio Vieira

	Name:	Caio Vieira

	Title:	Associate



WILMINGTON TRUST,
NATIONAL ASSOCIATION, as Trustee



By:	/s/ Shawn Goffinet

	Name:	Shawn Goffinet

	Title:	Assistant Vice President



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent



By:		Deutsche Bank National Trust Company



By:	/s/ Chris Niesz

	Name:	Chris Niesz

	Title:	Assistant Vice President



By:	/s/ Kathryn Fischer

	Name:	Kathryn Fischer

	Title:	Assistant Vice President

EXHIBIT A

FORM OF GLOBAL NOTE

DEUTSCHE BANK AG

NEW YORK BRANCH

[FORM OF FACE OF DEBT SECURITY]

FIXED TO FIXED RESET RATE SUBORDINATED TIER 2 NOTE DUE 2032


REGISTERED		CUSIP: 251526 BN8
No.		ISIN: US251526 BN89

$[ insert face amount ]

A-1

INTEREST THERE IN IT WILL NOT BE, AND WILL NOT BE ACTING ON BEHALF OF), AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, (“CODE”), APPLIES, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S AND/OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), AND NO PART OF THE ASSETS USED BY IT TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR AN INTEREST HEREIN DOES NOT AND WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, CHURCH OR NON U.S. PLAN, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAWS); (2) NEITHER THE ISSUER NOR ANY OF ITS AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR, WITH RESPECT TO A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ANY DEFINITION OF “FIDUCIARY” UNDER SIMILAR LAWS) WITH RESPECT TO THE PURCHASER OR HOLDER IN CONNECTION WITH ANY PURCHASE OR HOLDING OF THE NOTES, OR AS A RESULT OF ANY EXERCISE BY THE ISSUER OR ANY OF ITS AFFILIATES OF ANY RIGHTS IN CONNECTION WITH THE NOTES; AND (3) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN OTHERWISE THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE.

A-2

GLOBAL NOTES

Fixed to Fixed Reset Rate Subordinated Tier 2 Note due 2032


Issue Date		December 1, 2017.

Reset Date		December 1, 2027.

Maturity Date		December 1, 2032.

Face Amount		$[ insert face amount ].

Aggregate Face Amount		$1,000,000,000.

Denominations		$200,000 and integral multiples of $1,000 in excess thereof.

Fixed Interest Rate		From (and including) the Issue Date to (but excluding) the Reset Date, 4.875% per annum.

Fixed Reset Interest Rate		From (and including) Reset Date to (but excluding) the Maturity Date, 2.553% above the 5-year Swap Rate.

		“ 5-year Swap Rate ” means the 5-year semi-annual mid-swap rate as displayed on Reuters screen “ICESWAP1” (or any successor page) as at 11:00 a.m. (New York time) (the “ Reset Screen Page ”) on the day falling two Business Days prior to the Reset Date (the “ Reset Interest Determination Date ”). In the event that the 5-year Swap Rate does not appear on the Reset Screen Page on the Reset Interest Determination Date, the 5-year Swap Rate shall be the Reset Reference Bank Rate on the Reset Interest Determination Date. “ Reset Reference Bank Rate ” means the percentage rate determined on the basis of the 5-year Swap Rate Quotations provided by six leading swap dealers in the interbank market (the “ Reset Reference Banks ”) to the paying agent at approximately 11:00 a.m. (New York time), on the Reset Interest Determination Date. If at least three quotations are provided, the 5-year Swap

A-3


		Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are provided, the 5-year Swap Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the 5-year Swap Rate will be the quotation provided. If no quotations are provided, the 5-year Swap Rate shall be equal to the last available 5-year semi-annual mid-swap rate on the Reset Screen Page. Each such “ 5-year Swap Rate Quotation ” means the arithmetic mean of the bid and offered rates for the semi-annual fixed leg (calculated on a basis of a 360-day year of twelve 30-day months) of a fixed-for-floating U.S. dollar interest rate swap which (i) has a term of 5 years commencing on the Reset Date, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg (calculated on basis of the actual number of days elapsed in a 360-day year) which is equivalent to the rate for deposits in U.S. dollars for a three-month period, offered by the principal London offices of leading swap dealers in the New York City interbank market to prime banks in the London interbank market or to the extent that an industry-accepted substitute or successor rate for such rate has been established (as determined by the Issuer in its sole discretion), such successor rate. If the Issuer has determined that a substitute or successor rate should apply in accordance with the foregoing, it will notify the paying agent in writing and the paying agent will request each Reference Bank to adjust the 5-year Swap Rate Quotation to include any adjustment factor necessary to make the 5-year Swap Rate Quotation comparable to a 5-year mid-swap rate quotation based on the 3-month interbank deposit rate.

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		“ Reference Bank ” means six leading swap dealers in the New York City interbank market as selected by us and communicated to the paying agent no later than 20 calendar days prior to the relevant Reset Interest Determination Date.

Interest Payment Date(s)		June 1 and December 1 in each year, commencing on June 1, 2018.

Optional Redemption		Yes.

Tax Redemption		Yes.

Redemption for Regulatory Reasons		Yes.

Payment of Additional Tax Amounts		Yes.

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Deutsche Bank Aktiengesellschaft, a stock corporation ( Aktiengesellschaft ) organized under the laws of the Federal Republic of Germany (together with its successors and assigns, the “ Issuer ”), acting through its New York Branch, for value received, hereby promises to pay to Cede & Co., or registered assignees, the amount of cash due with respect to the principal sum specified above on the Maturity Date specified above (except to the extent previously redeemed or repaid) and to pay interest thereon at the applicable interest rate per annum specified above from and including the Issue Date specified above until but excluding the date the principal amount is paid or duly made available for payment (except as provided below) semi-annually in arrears on the Interest Payment Dates specified above in each year on each Interest Payment Date, and at maturity (or on any redemption or repayment date).

Subject to the imposition of a Resolution Measure (as defined on the reverse hereof) or any redemption prior to the Maturity Date in accordance with the terms of this Note, interest on this Note will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, until but excluding the date the principal hereof has been paid or duly made available for payment (except as provided below). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Business Day (as defined on the reverse of this Note) immediately preceding the relevant date of payment with respect of such Interest Payment Date; provided , however , that interest payable at maturity (or on any redemption or repayment date) will be payable to the person to whom the principal hereof shall be payable.

Payment of the principal of this Note and premium, if any and the interest due at maturity (or on any redemption or repayment date) will be made in immediately available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the reverse hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Issuer may determine (each, a “ Paying Agent ,” which term shall include the Paying Agent), in U.S. dollars. U.S. dollar payments of interest, other than interest due at maturity or any date of redemption or repayment, will be made by U.S. dollar check mailed to the address of the person entitled thereto as such address shall appear in the register of this Note. A holder of U.S. $10,000,000 or more in aggregate principal amount of Notes having the same Interest Payment Date, the interest on which is payable in U.S. dollars, will be entitled to receive payments of interest, other than interest due at maturity or on any date of redemption or repayment, by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Paying Agent in writing not less than 15 calendar days prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Subordinated Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

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


DATED: December 1, 2017		DEUTSCHE BANK AG, acting through its NEW YORK BRANCH

		By:
			Name:
			Title:

		By:
			Name:
			Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Subordinated Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authenticating Agent

By:	DEUTSCHE BANK NATIONAL TRUST COMPANY

By:
	Authorized Officer:

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[FORM OF REVERSE OF SECURITY]

§ 1

General

(1)

This Note is one of a duly authorized issue of Global Notes of the Issuer. The Notes are issuable under a Subordinated Indenture, consisting of the base subordinated indenture, dated as of May 21, 2013, among the Issuer, Wilmington Trust, National Association, as trustee (the “ Trustee ,” which term includes any successor trustee under the Subordinated Indenture), and Deutsche Bank Trust Company Americas (“ DBTCA ”), as transfer agent (the “ Transfer Agent ”), paying agent (the “ Paying Agent ”), registrar (the “ Registrar ”) and authenticating agent (the “ Authenticating Agent ”, and together with the Transfer Agent, the Paying Agent and Registrar, the “ Agents ”) (the “ Base Subordinated Indenture ,” as may be amended from time to time), a third supplemental subordinated indenture, dated as of December 1, 2017 among the Issuer, the Trustee and DBTCA, adding certain provisions to, and modifying certain provisions of, the Base Subordinated Indenture (references to the “Base Subordinated Indenture” herein shall mean the Base Subordinated Indenture as amended by such third supplemental subordinated indenture), and a fourth supplemental indenture, dated as of December 1, 2017 (the “ Supplemental Subordinated Indenture ” and, together with the Base Subordinated Indenture, the “ Subordinated Indenture ”), relating to the Notes. Reference is hereby made to the Subordinated Indenture for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and the registered holders of any Note (the “ Holders ”) and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed DBTCA acting through its principal corporate trust office in the Borough of Manhattan, The City of New York, as its Paying Agent, Transfer Agent and Registrar and Authenticating Agent. The term “ Paying Agent ” includes any additional or successor Paying Agent appointed by the Issuer with respect to the Notes. To the extent not inconsistent herewith, the terms of the Subordinated Indenture are hereby incorporated by reference herein.

(2)	This Note is intended to qualify as own funds in the form of Tier 2 capital of the Issuer under the CRR.

“ CRR ” means Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (including any provisions of regulatory law supplementing this Regulation); to the extent that any provisions of the CRR are amended or replaced, the term CRR as used in the this Note shall refer to such amended provisions or successor provisions.

§ 2

Status

(1)	This Note constitutes the direct and unconditional obligations of the Issuer and are subordinated to (i) the claims of creditors of the Issuer that are not subordinated pursuant to applicable law, including claims against the

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Issuer under non-preferred senior unsecured debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act ( Kreditwesengesetz ) or any successor provision and (ii) other obligations of the Issuer which are mandatorily preferred by law (such claims and obligations in (i) and (ii), the “ Priority Claims ”). This Note shall rank without preference or priority among the Issuer’s other subordinated obligations. The obligations of the Issuer under the terms of this Note, whether on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event of any Resolution Measure (as defined below) imposed on the Issuer or in the event of bankruptcy or insolvency ( Insolvenzverfahren ), suspension of payments, dissolution, liquidation ( Liquidation ) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness of the Issuer (it being understood that no Priority Claims constitute subordinated obligations), except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to this Note. In the event of any Resolution Measure imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under this Note until the claims of all creditors of Priority Claims have been satisfied in full.

For the avoidance of doubt, Senior Indebtedness (as defined below) shall constitute Priority Claims. This Note is subordinated to, and shall rank junior to, Senior Indebtedness. In the event of any Resolution Measure (as defined below) imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under this Note until the claims of all creditors of Senior Indebtedness have been satisfied in full.

“ Senior Indebtedness ” means any indebtedness or other payment obligation of the Issuer that is not expressed to be subordinated, including, but not limited to: (a) the principal of and premium, if any, and interest, on, whether outstanding now or incurred later, (1) all indebtedness for money borrowed by the Issuer, including indebtedness of others guaranteed by the Issuer, other than any subordinated debt securities, indebtedness that is expressed to rank junior to subordinated debt securities and other indebtedness that is expressly stated as not senior, and (2) any amendments, renewals, extensions, modifications and refundings of any indebtedness, unless in any such case the instrument evidencing the indebtedness provides that it is not senior in right of payment to this Note; (b) all of the Issuer’s capital lease obligations and any synthetic leases or tax retention operating leases; (c) all of the Issuer’s obligations issued or assumed as the deferred purchase price of property, and all conditional sale or title retention agreements; (d) all of the Issuer’s obligations, contingent or otherwise, in respect of any letters of credit, bankers acceptances, security purchase facilities and similar credit transactions; (e) all of the Issuer’s obligations in respect of interest rate swap, cap or similar agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar agreements; (f) all obligations of the type referred to in clauses (a) through (e) of other persons for the payment of which the Issuer is responsible or liable as obligor, guarantor or otherwise; and (g) all obligations of the type referred to in clauses (a) through (f) of other persons secured by any lien on any of the Issuer’s property or assets whether or not such obligation is assumed by the Issuer.

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(2)

The obligations under this Note constitute unsecured obligations of the Issuer and are subordinated to the Priority Claims. The obligations of the Issuer shall rank pari passu among themselves and pari passu with all other subordinated obligations (it being understood that no Priority Claims constitute subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any other indebtedness, and in particular, if such obligations are expressed to rank junior to this Note, then this Note shall rank senior to such junior obligations, but junior to the Priority Claims. Any right to set off any claims for interest, repayment and any other claims under this Note (“ Payment Claims ”) against claims of the Issuer will be excluded. In the event of any Resolution Measure (as defined below) imposed on the Issuer or in the event of insolvency or liquidation of the Issuer, the Payment Claims shall be subordinated to the Priority Claims and shall, in any such event, only be satisfied after all Priority Claims have been satisfied in full. No subsequent agreement may limit the subordination pursuant to the subordination provisions set out above or shorten the term of this Note or any applicable notice period. No collateral or guarantee shall be provided at any time to secure claims of the Holders under this Note; any collateral or guarantee already provided or granted in the future in connection with other liabilities of the Issuer may not be used for claims under this Note.

Furthermore, this Note is subordinated to, and shall rank junior to, Senior Indebtedness. In the event of any Resolution Measure (as defined below) imposed on the Issuer or in the event of insolvency or liquidation of the Issuer, the Payment Claims shall be subordinated to the Senior Indebtedness and shall, in any such event, only be satisfied after all Senior Indebtedness has been satisfied in full.

§ 3

Denomination; Registration, Transfer and Exchange

(1)	This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and is issuable only in the minimum denominations set forth on the face hereof or any amount in excess thereof which is an integral multiple of $1,000.

(2)

DBTCA has been appointed Registrar and Transfer Agent for this Note, and DBTCA will maintain at its office in The City of New York a register for the registration and transfer of Notes. This Note may be transferred at either the aforesaid New York office of DBTCA by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and duly executed by the registered Holder hereof in person or by the Holder’s attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided , however , that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole

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or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised its right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture with respect to the redemption of Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers of Notes will be free of service charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and executed by the registered Holder in person or by the Holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

(3)

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

§ 4

Payments

(1)

Interest Payments; Day-count Convention. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or any earlier redemption or repayment date), as the case may be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months.

(2)

Payment Dates. In the case where the calendar date indicated on the face hereof as the Interest Payment Date or the Maturity Date (or any redemption or repayment date) does not fall on a Business Day, payment of interest, premium, if any, or principal otherwise payable on such calendar date need not be made on such date, but may be made on the immediately following Business Day with the same force and effect as if made on the indicated calendar date, and no interest on such payment shall accrue for the period from and after the indicated calendar date to such Business Day.

(3)

Offices for Payments. So long as this Note shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of this Note. The Issuer may designate other agencies for the payment of said principal, premium and interest at such place or places outside the United States (subject to applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Trustee advised of the names and locations of such agencies, if any are so designated.

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(4)

Obligation of the Issuer Absolute and Unconditional. Subject to the imposition of a Resolution Measure, no provision of this Note or of the Subordinated Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the amount of cash, as determined in accordance with the provisions set forth in this Note, due with respect to the principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered Holder of this Note.

§ 5

Resolution Measures

(1)	By acquiring this Note, each Holder (including Beneficial Owners) shall be bound by and shall be deemed to consent to the imposition of any Resolution Measure (as defined below) by the competent resolution authority.

“ Beneficial Owner ” shall mean (i) if this Note is in global form, the beneficial owners of this Note (and any interest therein) and (ii) if this Note is in definitive form, the Holders in whose name such Notes are registered in the security register maintained by the Registrar on behalf of the Issuer and any beneficial owners holding an interest in such Notes in definitive form.

(2)	Under the relevant resolution laws and regulations as applicable to the Issuer from time to time, this Note may be subject to the powers exercised by the competent resolution authority to:

(i)

write down, including write down to zero, the claims for payment of the principal amount, the interest amount or any other amount in respect of this Note;

(ii)

convert this Note into ordinary shares of (A) the Issuer, (B) any entity of the Issuer’s group or (C) any bridge bank, or other instruments qualifying as common equity tier 1 capital (and the issue to or conferral on the Holders (including the Beneficial Owners) of such ordinary shares or instruments); and/or

(iii)

apply any other resolution measure, including, but not limited to, (A) any transfer of this Note to another entity, (B) the amendment, modification or variation of the terms and conditions of this Note or (C) the cancellation of this Note;

(each, a “ Resolution Measure ”).

For the avoidance of doubt, any non-payment by the Issuer arising out of any such Resolution Measure will not constitute a failure by the Issuer under the terms of this Note or the Subordinated Indenture to make a payment of principal of, interest on, or other amounts owing under this Note.

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(3)	By its acquisition of this Note, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have agreed:

(i)

to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or variation of the terms and conditions of te Notes to give effect to any Resolution Measure;

(ii)

that it will have no claim or other right against the Issuer arising out of any Resolution Measure; and

(iii)

that the imposition of any Resolution Measure will not constitute a default or an Event of Default (A) under the Notes, (B) under the Subordinated Indenture or (C) for the purpose of, but only to the fullest extent permitted by, the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”) (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act).

(4)

The terms and conditions of this Note shall continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of, this Note, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further modification of the terms that the competent resolution authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany.

(5)

No repayment of any then-current principal amount of this Note or payment of interest or any other amount thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment would be permitted to be made by the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer.

(6)

By its acquisition of this Note, each Holder (including each Beneficial Owner) waives, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and the Agents for, agrees not to initiate a suit against the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not be liable for, any action that the Trustee or any of the Agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to this Note.

(7)

Upon the imposition of a Resolution Measure by the competent resolution authority with respect to this Note, the Issuer shall provide a written notice directly to the Holders in accordance with Section 11.04 of the Base Subordinated Indenture as soon as practicable regarding such imposition of a Resolution Measure by a competent resolution authority for purposes of notifying Holders of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for information purposes only, and the Trustee and the Agents shall be entitled to rely, and will not be liable for relying, on the

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competent resolution authority and the Resolution Measure identified in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution Measure nor the effects thereof on this Note.

(8)

If the Issuer has elected to redeem any Notes but the competent resolution authority has imposed a Resolution Measure with respect to this Note prior to the payment of the redemption amount for this Note, the relevant redemption notice, if any, shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

(9)

Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be required to take any further directions from Holders of this Note under Section 5.09 of the Base Subordinated Indenture, which section authorizes Holders of a majority in aggregate principal amount of this Note at the time Outstanding to direct certain actions relating to this Note, and if any such direction was previously given under Section 5.09 of the Base Subordinated Indenture to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have no further effect. The Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority, and the Trustee and the Agents shall be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a Resolution Measure by the competent resolution authority, this Note remains outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of this Note), then the Trustee’s and the Agents’ duties under the Subordinated Indenture shall remain applicable with respect to this Note following such completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents agree that a supplemental indenture is not necessary.

(10)

By the acquisition of this Note, each Holder (including each Beneficial Owner) shall be deemed irrevocably to have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to this Note, (ii) authorized, directed and requested the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to this Note as it may be imposed, without any further action or direction on the part of such Holder of this Note, the Trustee or the Agents and (iii) acknowledged and accepted that the provisions contained in § 5 of this Note are exhaustive on the matters described in Section 2.07 of the Supplemental Subordinated Indenture and the corresponding provisions of this Note to the exclusion of any other agreements, arrangements or understandings between it and the Issuer relating to the terms and conditions of the Notes.

(11)

If the competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount of this Note, unless the Trustee or the Agents are otherwise instructed by the Issuer or the competent resolution authority, any cancellation, write-off or conversion into equity made in respect of this Note pursuant to the Resolution Measure will be made on a substantially pro rata basis among this Note of any series.

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(12)	The Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections 6.02 and 6.06 of the Base Subordinated Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to this Note.

§ 6

Payment of Additional Amounts

(1)

All interest amounts payable in respect of this Note shall be made without deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the Tax Jurisdiction (“ Withholding Taxes ”) unless such deduction or withholding is required by law.

“ Tax Jurisdiction ” means the Federal Republic of Germany or the United States, or any political subdivision or any authority thereof or therein having power to tax.

(2)

(i)

are payable by any person acting as custodian bank or collecting agent on Holder’s behalf, or otherwise in any manner which does not constitute a deduction or withholding by the Issuer from payments of interest made by the Issuer; or

(ii)

would not be payable to the extent such deduction or withholding could be avoided or reduced if the Holder or beneficial owner of this Note (or any financial institution through which the Holder or beneficial owner holds this Note or through which payment on this Note is made) (i) makes a declaration of non-residence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed by the relevant tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained by the Holder or beneficial owner (or such financial institution) or concerning ownership of the Holder or beneficial owner (or financial institution) or concerning such Holder’s or beneficial owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction imposing such tax; or

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(iii)

are payable by reason of the Holder’s having, or having had, some personal or business connection with the Federal Republic of Germany and not merely by reason of the fact that payments in respect of this Note are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Federal Republic of Germany; or

(iv)

are presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder would have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or

(v)

are withheld or deducted in relation to this Note that is presented for payment by or on the Holder’s behalf if it would have been able to avoid such withholding or deduction by presenting the relevant this Note to another paying agent in a member state of the European Union; or

(vi)

are deducted or withheld by the Paying Agent from a payment if the payment could have been made by another paying agent without such deduction or withholding; or

(vii)

would not be payable if this Note had been kept in safe custody with, and the payments had been collected by, a banking institution; or

(viii)

are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs later.

(3)

Moreover, all amounts payable in respect of this Note shall be made subject to compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the “ Code ”), or any regulations or other official guidance promulgated thereunder, official interpretations thereof, or any applicable agreement entered into in connection therewith (including any agreement, law, regulation, or other official guidance implementing such agreement) (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) and any applicable agreement described in Section 1471(b) of the Code. The Issuer shall have no obligation to pay Additional Amounts or otherwise indemnify a Holder in connection with any such compliance with the Code.

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§ 7

Event of Default

(1)	An “ Event of Default ” with respect to this Note means the opening of insolvency proceedings against the Issuer by a German court having jurisdiction over the Issuer.

(2)

There are no other events of default under this Note. In particular, neither non-viability (as defined under the laws governing the supervision of financial institutions, as applicable in the Federal Republic of Germany) nor the imposition of a Resolution Measure in connection therewith will constitute an Event of Default with respect to this Note. If an Event of Default with respect to this Note occurs or is continuing, the Trustee or the Holder or Holders of not less than 33 ¹ ⁄ ₃ % in aggregate principal amount of all outstanding subordinated debt securities issued under the Base Subordinated Indenture, voting as one class, by notice in writing to the Issuer, may declare the principal amount of this Note and interest accrued thereon to be due and payable immediately in accordance with the terms of the Base Subordinated Indenture.

(3)

Subject to the imposition of any Resolution Measure, if the Issuer fails to make a payment of interest on any Note when due and payable for reasons other than pursuant to the subordination provisions of this Note (“ Defaulted Interest ”), it shall pay such Defaulted Interest plus (to the extent lawful) any interest payable on the Defaulted Interest, in any lawful manner. The Issuer may elect to pay any Defaulted Interest, plus any such interest payable on it, to the Persons who are Holders of such Notes on which the interest is due on a subsequent special record date set by the Issuer (the “ Special Record Date ”). The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Note. The Issuer shall fix any such Special Record Date and payment date for such payment. At least 15 days before any such Special Record Date, the Issuer shall mail to Holders affected thereby a notice that states the Special Record Date, the Interest Payment Date and amount of such interest to be paid.

(4)

If the Issuer does not make payments of principal of, interest on, or other amounts owing under this Note when due for reasons other than (i) pursuant to the subordination provisions of this Note or (ii) due to a Resolution Measure, the Issuer will be in default on its obligations under the Subordinated Indenture. In such case, the Trustee and the Holder of this Note may take action against the Issuer, but they may not accelerate the maturity of this Note. If the Issuer fails to make any payments of principal of, interest on or other amounts owing under this Note when due (i) pursuant to the subordination provisions of this Note or (ii) due to a Resolution Measure, the Trustee and the Holders will not be permitted to take such action. Moreover, the parties hereto acknowledge that in the event of a Resolution Measure, the Holders may permanently lose the right to the affected amounts and each Holder (including each Beneficial Owner) shall, by acquiring this Note, be bound, and will be deemed to have consented, as provided in Section 2.07 of the Supplemental Subordinated Indenture. Furthermore, if the Issuer becomes subject to German insolvency proceedings, the Trustee and the Holder of this Note will have no right to file a claim against the Issuer unless the competent insolvency court allows the filing of subordinated claims.

(5)	Upon the occurrence of any Event of Default or any default in the payment of principal of, interest on, or other amounts owing under this Note, the Issuer shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may

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proceed to protect and enforce its rights and the rights of the Holders of this Note whether in connection with any breach by the Issuer of its obligations under this Note, the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee shall deem most effective, provided that the Issuer shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to principal or interest on this Note prior to any date on which the principal of, or any interest on, this Note would have otherwise been payable.

(6)

Other than the limited remedies specified above, no remedy against the Issuer shall be available to the Trustee or the Holders of this Note whether for the recovery of amounts owing in respect of this Note or under the Subordinated Indenture or in respect of any breach by the Issuer of its obligations under the Subordinated Indenture or in respect of this Note, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act, and provided that any payments are subject to the subordination provisions of this Note and the Subordinated Indenture, and any Resolution Measure.

§ 8

Redemption

(1)

Redemption on the Reset Date . Subject to the prior consent of the competent supervisory authority, the Issuer may redeem this Note, in whole but not in part, at its option on the Reset Date, upon the giving of a notice as described below. Redemption shall be made at 100% of the principal amount of the Notes (subject to the imposition of any Resolution Measure), together with accrued and unpaid interest to (but excluding) the Reset Date. Notice of redemption on the Reset Date shall be given by the Issuer to the Holders of this Note not less than 30 nor more than 60 days prior to the Reset Date, which date and the redemption price shall be specified in the notice.

(2)

Tax Redemption. Subject to the prior consent of the competent supervisory authority, the Issuer may redeem this Note in whole but not in part, at any time at the option of the Issuer, at 100% of their principal amount (subject to the imposition of any Resolution Measure) together with any accrued and unpaid interest to (but excluding) the date set for redemption if, as a result of any change in, or amendment to, the laws or regulations prevailing in the Tax Jurisdiction, which becomes effective on or after the Issue Date, or as a result of any application or official interpretation of such laws or regulations not generally known before that date, Withholding Taxes are or there is a substantial probability that they will be leviable on payments of interest in respect of this Note, and the Issuer would be obligated to pay Additional Amounts with respect to such Withholding Taxes, as described in Section 3.01 of the Supplemental Subordinated Indenture, provided that the conditions in Article 78(4)(b) CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it is satisfied that the change in the applicable tax treatment is material and was not reasonably foreseeable at the Issue Date. The Issuer may exercise such redemption right on giving not less than 30 days’ notice to the Holder of this Note. No such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to withhold or pay Withholding Taxes in respect of payments of interest, were a payment in respect of this Note then made. Notice to Holders shall be given in accordance with Section 12.02 of the Base Subordinated Indenture.

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(3)

Before any notice of tax redemption pursuant to Section 4.04(a) of the Supplemental Subordinated Indenture is given to the Trustee or the Holder of this Note, the Issuer (or its successor), shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer (or its successor), is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer (or its successor) so to redeem have occurred or been satisfied and (ii) an opinion of independent legal counsel satisfactory to the Trustee to the effect that the Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate. Such notice, once given to the Trustee, shall be irrevocable.

(4)

Redemption for Regulatory Reasons. Subject to the prior consent of the competent supervisory authority, the Issuer may redeem this Note in whole but not in part, at any time at the option of the Issuer, at 100% of their principal amount (subject to the imposition of any Resolution Measure) together with any accrued and unpaid interest to (but excluding) the date set for redemption if there is a change in the regulatory classification of this Note that would be likely to result in (i) its exclusion in full or in part from the Issuer’s own funds under the CRR or any successor legislation, other than for reasons of an amortization in accordance with Article 64 CRR, or (ii) their reclassification as a lower quality of the Issuer’s own funds than as of the Issue Date, provided that the conditions in Article 78(4)(a) CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it considers the change in the regulatory classification to be sufficiently certain and is satisfied that the regulatory reclassification of this Note was not reasonably foreseeable at the Issue Date. Notice of such redemption shall be given to the Holder of this Note upon not less than 30 and not more than 60 days prior to the date of redemption. Any such notice shall be given in accordance with Section 12.02 of the Base Subordinated Indenture only after having received the consent of the competent supervisory authority. Subject to the Section 2.07(h) of the Supplemental Subordinated Indenture, such notice shall be irrevocable and shall state the date set for redemption and the reason for redemption.

(5)

Interest Accrual to Cease Upon Redemption. If the Issuer elects to redeem this Note, it shall cease to accrue interest from the date set for such redemption by or pursuant to the Supplemental Subordinated Indenture, unless the Issuer fails to pay the applicable redemption price of this Note on the date set for redemption.

(6)

Repurchase. Subject to Section 4.08 of the Supplemental Subordinated Indenture, the Issuer may purchase Notes in the open market or otherwise and at any price with the prior consent of the competent supervisory authority. Notes purchased by the Issuer may, at its option, be held, resold or surrendered to the Agents for cancellation.

(7)

Prior Consent for Redemption or Repurchase. Any redemption or repurchase of this Note prior to its scheduled maturity shall require the prior consent of the competent supervisory authority. If this Note redeemed or repurchased by the Issuer otherwise than in the circumstances described in Article 4 of the Supplemental Subordinated Indenture, then the

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amounts redeemed or paid must be returned to the Issuer irrespective of any agreement to the contrary unless the competent supervisory authority has given its consent to such early redemption or repurchase.

(8)	No Sinking Fund; No Redemption at Option of Holder. This Note will not be subject to any sinking fund and will not be redeemable or subject to payment at the option of the Holder prior to maturity.

§ 9

Waiver of Right to Set-Off

By accepting this Note, each Holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Note or the Subordinated Indenture (or between obligations of the Issuer under or in respect of this Note and any liability owed by a Holder) that they might otherwise have against the Issuer, whether before or during the Issuer’s winding up or administration, and no Holder may set off its claims arising under this Note against any of claims of the Issuer.

§ 10

Amendments

(1)

Amendments Without Holder Consent. Subject to the prior consent of the competent supervisory authority, if required under the CRR or other applicable laws and regulations for the recognition of this Note as Tier 2 capital, the Issuer and the Trustee may amend, modify or supplement the Supplemental Subordinated Indenture or this Note without the consent of any Holder to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein, or to make such other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holder of this Note. Notwithstanding the foregoing, any amendment made solely to conform the provisions of the Supplemental Subordinated Indenture to the description of this Note contained in the Issuer’s prospectus supplement dated November 28, 2017 will not be deemed to adversely affect the interests of the Holders of this Note.

(2)

Amendments Requiring Majority Holder Consent . The provisions of the Subordinated Indenture permit the Issuer and the Trustee, subject to the prior consent of the competent supervisory authority, if required under the CRR or other applicable laws and regulations for the recognition of this Note as Tier 2 capital, and with the consent of the Holders of not less than a majority in aggregate principal amount of the subordinated debt securities of all series issued under the Base Subordinated Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer and the Trustee may not, without the consent of the Holder of each outstanding debt security affected hereby, (a) (i) change the final maturity of this Note, (ii) reduce the principal amount hereof, (iii) reduce the rate or change the time of payment of interest hereon, (iv) reduce any amount payable on redemption hereof, (v) make the principal hereof, or interest hereon payable in any coin or currency other than that provided in this Note or in

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accordance with the terms hereof, (vi) modify or amend any provisions for converting any currency into any other currency as provided in this Note or in accordance with the terms hereof, (vii) impair or affect the right of any Note Holder to institute suit for the payment hereof, (viii) modify the provisions of the Subordinated Indenture with respect to the subordination of this Note in a manner adverse to the holders, in each case without the consent of the holder of each subordinated debt security so affected; or (b) reduce the aforesaid percentage of subordinated debt securities of all series issued under the Base Subordinated Indenture, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of each subordinated debt security so affected.

§ 11

Miscellaneous

(1)

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

(2)

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

(3)

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

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§ 12

Governing Law

This Note and the Subordinated Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except with respect to the subordination provisions hereof and thereof, which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, and except as may otherwise be required by mandatory provisions of law.

§ 13

Definitions

As used herein:

(a) the term “ Business Day ” means a day on which (i) the Trans-European Automatic Real-time Gross settlement Express Transfer system (TARGET2) is open for business and (ii) commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City.

(b) the term “ Notices ” refers to notices to the Holders of this Note at each Holder’s address as that address appears in the register for this Note by first class mail, postage prepaid, and to be given by publication in an authorized newspaper in the English language and of general circulation in the Borough of Manhattan, The City of New York; provided that notice may be made, at the option of the Issuer, through the customary notice provisions of the clearing system or systems through which beneficial interests in this Note are owned. Such Notices will be deemed to have been given on the date of such publication (or other transmission, as applicable), or if published in such newspapers on different dates, on the date of the first such publication;

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

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

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

[PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE]




–

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

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

Dated:


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

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EXHIBIT 5.5

LOGO

Writer’s Direct Dial: +49 69 97 10 30

E-Mail: wgreenberg@cgsh.com

December 1, 2017

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

Ladies and Gentlemen:

We have acted as special United States counsel to Deutsche Bank Aktiengesellschaft, a corporation organized under the laws of the Federal Republic of Germany (the “Bank”), in connection with the Bank’s offering pursuant to a registration statement on Form F-3 (No. 333-206031) (the “Registration Statement”) and the prospectus dated April 27, 2016, as supplemented by the prospectus supplement dated November 28, 2017 (together, the “Prospectus”) of $1,000,000,000 aggregate principal amount of the Fixed to Fixed Reset Rate Subordinated Tier 2 Notes Due 2032 (the “Notes”) to be issued under a Subordinated Indenture dated as of May 21, 2013 (the “Base Indenture”), as supplemented by the Third Supplemental Subordinated Indenture dated December 1, 2017 (the “Third Supplemental Indenture”) and as additionally supplemented by the Fourth Supplemental Subordinated Indenture dated December 1, 2017 (the “Fourth Supplemental Indenture” and, together with the Base Indenture and the Third Supplemental Indenture, the “Indenture”), in each case among the Bank, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar and authenticating agent (the “Agent”).

In arriving at the opinions expressed below, we have reviewed the following documents:

(a)

the Registration Statement and the documents incorporated by reference therein;

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(b)

a copy of the Notes in global form as executed by the Bank and authenticated by the Agent; and

(c)

an executed copy of the Indenture.

In addition, we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes have been duly executed and delivered by the Bank under the law of the State of New York and are the valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture (except that we express no opinion with respect to the validity, binding effect or enforceability of (i) the subordination provisions of the terms of the Notes, which are expressed to be governed by German law or (ii) Section 1.02(l) of the Third Supplemental Indenture (and the corresponding provisions in the Notes) providing for the survival of the Bank’s obligations to indemnify the Trustee in accordance with Sections 6.02 and 6.06 of the Base Indenture after the imposition of a Resolution Measure by the competent resolution authority (each as defined in the Supplemental Indenture) with respect to the Notes).

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Bank, (a) we have assumed that the Bank and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Bank regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York.

With respect to the first sentence of Section 11.12 of the Base Indenture and Section 6.12 of the Supplemental Indenture, we express no opinion as to the subject matter jurisdiction of any United States Federal court to adjudicate any action relating to the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist. We express no opinion as to the enforceability of Section 11.13 of the Base Indenture relating to currency indemnity.

We hereby consent to the use of our name in the Prospectus under the heading “Legal Matters,” as counsel for the Bank who has passed on the validity of the Notes and to the filing of this opinion with the Commission as Exhibit 5.5 to the Bank’s Current Report on Form 6-K dated December 1, 2017. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.


CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:		/s/ Ward A. Greenberg
		Ward A. Greenberg, a Partner

Exhibit 5.6

LOGO

To:	Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

December 1, 2017

Deutsche Bank Aktiengesellschaft – $1,000,000,000 Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2032

Ladies and Gentlemen:

In our capacity as counsel of Deutsche Bank Aktiengesellschaft (the “ Bank ”), we have advised the Bank as to matters of German law in connection with the offering and sale (the “ Offer ”) pursuant to a registration statement on Form F-3 (No. 333-206013) filed with the Securities and Exchange Commission (the “ Commission ”) on July 31, 2015 (the “ Registration Statement ”), as amended by post-effective amendment no. 1, filed with the Commission on March 10, 2016, and as further amended by post-effective amendment no. 2, filed with the Commission on March 14, 2016 and declared effective by the Commission on April 27, 2016, and the prospectus dated April 27, 2016, as supplemented by the preliminary prospectus supplement dated November 28, 2017 and the final prospectus supplement dated November 28, 2017 (together, the “ Prospectus ”) of $1,000,000,000 aggregate principal amount of the Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2032 (the “ Notes ”) issued by the Bank, acting through its New York branch, pursuant to a Subordinated Indenture, dated May 21, 2013 (the “ Base Subordinated Indenture ”), as supplemented by the Third Supplemental Subordinated Indenture, dated December 1, 2017 (the “ Third Supplemental Subordinated Indenture ”), and as additionally supplemented by the Fourth Supplemental Subordinated Indenture, dated December 1, 2017 (the “ Fourth Supplemental Subordinated Indenture ” and, together with the Base Subordinated Indenture and the Third Supplemental Subordinated Indenture, the “ Subordinated Indenture ”), in each case among the Bank, Wilmington Trust, National Association, as trustee (the “ Trustee ”), and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar and authenticating agent (the “ Agent ”).

This opinion is confined to and given on the basis of German law as it exists at the date hereof. We have made no investigation of the laws of the State of New York or of any other jurisdiction as a basis for this opinion and do not express or imply any opinion thereon. We have assumed that there is nothing in such laws which affects this opinion.

For the purpose of this opinion we have examined the following documents:

(a)	the Articles of Association ( Satzung ) of the Bank as currently in force;

(b)	scanned copies of the Subordinated Indenture and the Notes in global form as executed by the Bank and authenticated by the Agent (collectively, the “ Transaction Documents ”);

(c)	electronic copies of the Registration Statement and the Prospectus;

(d)

scanned copies of the powers of attorney issued on behalf of the Bank by Anshuman Jain and Stefan Krause, members of the Management Board of the Bank, on August 28, 2012 (the “ August 28, 2012 Power of Attorney ”), and by John Cryan and Marcus Schenck, members of the Management Board of the Bank, on July 28, 2015 (the “ July 28, 2015 Power of Attorney ”) and June 9, 2017 (the “ June 9, 2017 Power of Attorney ” and, together with the August 28, 2012 Power of Attorney and the July 28, 2015 Power of Attorney, the “ Powers of Attorney ”); and

Chairman of the Supervisory Board: Paul Achleitner.

Management Board: John Cryan (Chairman), Marcus Schenck, Christian Sewing, Kimberly Hammonds, Stuart Lewis, Sylvie Matherat, James von Moltke, Nicolas Moreau, Garth Ritchie, Karl von Rohr, Werner Steinmüller, Frank Strauß.

Deutsche Bank Aktiengesellschaft domiciled in Frankfurt am Main; Local Court of Frankfurt am Main, HRB No 30 000; VAT ID No DE114103379; www.db.com

(e)	such other documents as we have deemed necessary to enable us to give this opinion.

We have relied, as to matters of fact, on certificates of the responsible officers of the Bank and public officials. We have assumed that:

(i)	the Transaction Documents are within the capacity and power of, and have been validly authorized, executed and delivered by, the parties thereto other than the Bank and that there has been no breach of any of the terms thereof;

(ii)

the Transaction Documents are valid, binding and enforceable under the laws of the State of New York (by which they are expressed to be governed, except with respect to the subordination provisions which are expressed to be governed by the laws of Germany (the “ German Law Provisions ”)), except that no such assumption is made as to the German Law Provisions;

(iii)

the Notes are being offered and sold as contemplated by the Registration Statement and the Prospectus;

(iv)	the Base Subordinated Indenture has not subsequently been amended in a manner applicable to the Notes other than by means of the Third Supplemental Subordinated Indenture and the Fourth Supplemental Subordinated Indenture;

(v)	the Notes have not subsequently been amended;

(vi)	the Powers of Attorney have not subsequently been amended; and

(vii)

all signatures on all documents submitted to us are genuine and that copies of all documents submitted to us are complete and conform to the originals.

Based upon the foregoing we are of the opinion that:

(1)	the Bank is duly organized and validly existing as a stock corporation ( Aktiengesellschaft ) under the laws of Germany and had the corporate power to, and undertook all necessary corporate action to, execute, deliver and file the Registration Statement;

(2)	the Bank has corporate power and capacity to execute and deliver the Transaction Documents and to perform its obligations thereunder;

(3)	the execution and delivery of the Transaction Documents have been duly authorized by all necessary corporate action of the Bank;

(4)	the Subordinated Indenture has been validly executed and delivered on behalf of the Bank and constitutes a valid and binding obligation of the Bank, which, with respect to the Notes, is to be performed through the Bank’s New York branch;

(5)	the terms of the Notes, having been established by the Fourth Supplemental Indenture, have been duly authorized by the Bank;

(6)	the Notes have been validly executed and delivered on behalf of the Bank and constitute valid and binding obligations of the Bank, which are to be performed through the Bank’s New York branch; and

(7)

the courts in Germany (assuming they accept jurisdiction) would observe and give effect to the choice of the laws of the State of New York as governing the Transaction Documents, except for the German Law Provisions thereof, with respect to which such courts would observe and give effect to German law.

This opinion is subject to the following qualifications:

(A)

enforcement of the Transaction Documents may be limited by bankruptcy, insolvency, liquidation, reorganization, limitation and other laws of general application, or by governmental acts, relating to or affecting the rights of creditors;

(B)

enforcement of any agreement, instrument or document may be limited by any resolution measures exercised by the competent resolution authority under the relevant resolution laws and regulations applicable to the Bank; the resolution authority may convert to equity or reduce the principal amount of liabilities, transfer assets, rights and liabilities and take other resolution measures which relate to or affect the rights of creditors;

(C)

enforcement of rights may be limited by statutes of limitation or lapse of time;

(D)

courts in Germany (assuming they accept jurisdiction) do not apply provisions of foreign law to the extent such provisions are obviously irreconcilable with essential principles of German law, in particular rights under constitutional law of Germany;

(E)

any judicial proceedings in Germany enforcing rights will be subject to the rules of civil procedure as applied by the courts in Germany, which inter alia and without limitation, might require the translation of foreign language documents into the German language; and

(F)

we do not express an opinion as to any rights and obligations the Bank may have or appears to have under the Transaction Documents against itself.

We hereby consent to the use of our name in the Prospectus under the heading “Legal Matters”, as counsel for the Bank who has passed on the validity of the Notes, to the filing of this opinion with the Commission as Exhibit 5.6 to the Bank’s Current Report on Form 6-K, dated December 1, 2017, and to the incorporation by reference of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission promulgated thereunder.

This opinion is furnished by us, as counsel of the Bank, in connection with the Offer and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written approval in each instance, or relied upon by any other person. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

This opinion shall be governed by and construed in accordance with the laws of Germany.

Very truly yours,

/s/ Holger Hartenfels

/s/ Mathias Otto

Holger Hartenfels

Dr. Mathias Otto

Senior Counsel of Deutsche Bank AG

Co-Regional General Counsel Germany

of Deutsche Bank AG