OFFERING CIRCULAR

February 17, 2015

Deutsche Bank Aktiengesellschaft

(Frankfurt am Main, Germany)

€39,900,000 Floating Rate Notes Due 2019

Credit Linked to "CRAFT 2011-4R" Replenishable Loan Portfolio

In minimum denominations of €500,000 and integral multiples of €1 above that amount

ISIN:  XS1008568674 (Rule 144A)

 XS1008568591 (Reg S)

Issue Price: 100%

The €39,900,000 Floating Rate Notes Due 2019 (the "Notes") Credit Linked to "CRAFT 2011-4R"
Replenishable Loan Portfolio are senior unsecured debt obligations of Deutsche Bank AG Frankfurt (the
"Issuer", "we" or "us").

The Notes will be credit linked to the performance of a reference portfolio (the "Reference Portfolio") of
certain loan-related claims on corporate and similar entities that are specified, from time to time, in the
Reference Obligation List (as defined below). The Reference Portfolio will have an Initial Portfolio Notional
Amount (as defined below) of €600,000,000 on the Issue Date.

Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and
to trading on the Global Exchange Market of the Irish Stock Exchange (the "Global Exchange Market").
There can be no assurance that such listing will be maintained. This Offering Circular constitutes listing
particulars for the purpose of the application and has been approved by the Irish Stock Exchange.

See the "Risk Factors" section of this Offering Circular beginning on page 41 for a description of
certain risks you should consider before you invest.

This Offering Circular is dated February 17, 2015.

Deutsche Bank

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To the best of the Issuer's knowledge, there has been no material adverse change in the prospects of the
Issuer since the date of its last published audited financial statements, 31 December 2013. There has been
no significant change in the financial or trading position of the Issuer since 30 September 2014.

Credit losses in connection with the occurrence of Credit Events (as defined below) relating to the Reference
Portfolio (which credit losses do not exceed a ceiling of €39,900,000 (the "Detachment Amount")) that
occur during the Credit Observation Period (as defined below) will be borne by Holders (as defined below) of
the Notes as a result of the reduction of the outstanding principal amount thereof from time to time. Interest
will accrue on the Outstanding Principal Amount (as defined below) of the Notes from time to time.

The interest rate on the Notes will be as specified in "Description of the Notes". Interest on the Notes will be
payable quarterly in arrears, as so specified.

On October 22, 2017 (the "Scheduled Maturity Date") or, if applicable, on the Early Redemption Date (as
defined below) or in either case on the Grace Period Extension Date (as defined below), if applicable, unless
the provisions applicable to the Deferred Principal Adjustment Amount result in deferral of payment of
principal on the Notes, we will pay the Holders of the Notes (such holders, "Noteholders", "Holders" or
"you") your pro rata share of the outstanding principal amount of the Notes; provided, however, that if the
Scheduled Maturity Date, the Early Redemption Date or the Grace Period Extension Date, as applicable, is
not a Business Day (as defined below), we will pay you (subject to the Deferred Principal Adjustment
Amount provisions) on the immediately following day that is a Business Day.

The Notes are not principal protected. You may lose some or all of your initial investment, from time
to time, if the Credit Event Monitoring Agent (as defined below) determines that one or more Credit
Events (as defined below) have occurred, in each case during the Credit Observation Period (as
defined below) and one or more Event Determination Dates (as defined below) occur.

An Event Determination Date will occur if either the Issuer or the Credit Event Monitoring Agent (as defined
below) notifies (each such notice, a Credit Event Notice as defined herein) Deutsche Bank AG, London
Branch as Calculation Agent (as defined below) and as the paying agent (in such latter capacity, the
"Paying Agent") during the Notice Delivery Period (as defined below) that one or more Credit Events have
occurred during the Credit Observation Period with respect to one or more Reference Obligations. If one or
more Event Determination Dates occur, it is possible that, from time to time, the Outstanding Principal
Amount (as defined below) of the Notes will be reduced and interest accrual will diminish or cease, and it is
possible that the principal of the Notes will not thereafter be reinstated in full and consequently you will lose
some or all of your investment in the Notes.

The "Credit Observation Period", during which Credit Events can occur and thus adversely affect your
investment in the Notes, is the period from and including the Issue Date to and including the Extension Date.
The "Notice Delivery Period", during which Credit Event Notices relating to Credit Events occurring during
the Credit Observation Period may be delivered to the Calculation Agent and the Paying Agent, is the period
from and including the Issue Date to and including the date that is fourteen calendar days after the
Extension Date. The "Issue Date" was December 20, 2013. The "Extension Date" is the later of (a) the
Scheduled Maturity Date or, if applicable, the Optional Redemption Date and (b) the Grace Period Extension
Date if an Impairment Notice (as defined below) is duly delivered.

Retention Requirements under Article 122a of Capital Requirements Directive

In accordance with Article 122a ("Article 122a") of European Union ("EU") Directive 2006/48/EC (as
amended by Directive 2009/111/EC) referred to as the Capital Requirements Directive ("CRD"), the Issuer
will represent and undertake (i) to retain a net economic interest in the DBAG First Loss Position in
accordance with the option included in paragraph 1(a) of Article 122a both initially and on an ongoing basis
and (ii) if the Issuer obtains credit risk mitigation in respect of all or a portion of the DBAG Super Senior
Position, after giving effect to such transfer of the DBAG Super Senior Position, to retain a net economic
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interest in 5% of such transferred position in accordance with the option included in paragraph 1(a) of Article
122a on the date of such transfer and on an ongoing basis (such portions retained pursuant to clauses (i)
and (ii) above, the "DBAG Retained Amount").

Each prospective investor in the Notes is required to independently assess and determine whether the
information provided herein and in any reports provided to investors in relation to this transaction are
sufficient to comply with Article 122a. None of the Issuer, any other DBAG Group Entity, any of their
Affiliates or any other Person makes any representation, warranty or guarantee that any such information is
sufficient for such purposes or any other purpose and no such Person shall have any liability to any
prospective investor or any other Person with respect to the insufficiency of such information or any failure of
the transactions contemplated hereby to satisfy the requirements of Article 122a or any other applicable
legal, regulatory or other requirements. Each prospective investor in the Notes which is subject to Article
122a should consult with its own legal, accounting and other advisors and/or its national regulator to
determine whether, and to what extent, such information is sufficient for such purposes and any other Article
122a requirements of which it is uncertain.

THE ISSUER HAS NOT REGISTERED THE NOTES WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION. NO REGISTRATION HAS BEEN EFFECTED WITH THE SEC UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") IN
CONNECTION WITH THE OFFER AND SALE OF THE NOTES. THE NOTES MAY ONLY BE OFFERED
AND SOLD (I) IN ACCORDANCE WITH RULE 144A OF THE SECURITIES ACT TO, OR FOR THE
ACCOUNT OR BENEFIT OF, PERSONS THAT ARE BOTH (A) QUALIFIED INSTITUTIONAL BUYERS
AND (B) QUALIFIED PURCHASERS, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A OR (II) OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT "U.S. PERSONS" (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) THAT ARE EITHER
"QUALIFIED PURCHASERS" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OR ARE
NOT "U.S. RESIDENTS" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT, IN OFFSHORE
TRANSACTIONS IN RELIANCE ON REGULATION S. EACH PURCHASER OF NOTES IN MAKING ITS
PURCHASE WILL BE REQUIRED TO MAKE, OR WILL BE DEEMED TO HAVE MADE, CERTAIN
ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH UNDER
"TRANSFER RESTRICTIONS". NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED THE NOTES OR PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS OFFERING CIRCULAR. THE NOTES ARE NOT BANK DEPOSITS INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER U.S. OR
FOREIGN GOVERNMENT AUTHORITY. THE NOTES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE FDIC, NOR HAS THE FDIC PASSED ON THE ACCURACY OR ADEQUACY OF
THIS OFFERING CIRCULAR. REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE NOTES
ARE SUBORDINATE TO THE CLAIMS OF DEPOSITORS AND CERTAIN OTHER PREFERRED
CREDITORS. THE NOTES ARE UNSECURED AND UNSUBORDINATED DEBT OBLIGATIONS OF
DEUTSCHE BANK AKTIENGESELLSCHAFT AND WILL RANK EQUALLY WITH ALL OTHER
UNSECURED AND UNSUBORDINATED INDEBTEDNESS OF DEUTSCHE BANK
AKTIENGESELLSCHAFT, SUBJECT TO A PREFERENCE IN FAVOR OF CERTAIN DEPOSIT
LIABILITIES OF DEUTSCHE BANK AKTIENGESELLSCHAFT OR OTHER OBLIGATIONS THAT ARE
SUBJECT TO ANY PRIORITIES OR PREFERENCES. THE ISSUER HAS AGREED THAT IF, AND
DURING ANY PERIOD THAT, THE ISSUER'S LONG TERM UNSECURED UNSUBORDINATED DEBT OR
DEPOSITS DO NOT SATISFY THE "REQUIRED RATINGS TEST" (AS DEFINED BELOW) AND THE
OUTSTANDING PRINCIPAL AMOUNT OF THE NOTES IS GREATER THAN ZERO, THE ISSUER WILL
DEPOSIT MONEYS IN A PLEDGED ACCOUNT WITH A BANK WHOSE LONG TERM UNSECURED
UNSUBORDINATED DEBT OR DEPOSITS HAVE BEEN ASSIGNED A REQUIRED RATING BY S&P OR
MOODY'S IN AN AMOUNT SUCH THAT THE FUNDS IN SUCH ACCOUNT EQUAL THE OUTSTANDING
PRINCIPAL AMOUNT OF THE NOTES FROM TIME TO TIME.
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You may only transfer the Notes (a) to Deutsche Bank Aktiengesellschaft ("Deutsche Bank") or an affiliate
of Deutsche Bank by way of tender, and only if Deutsche Bank or such affiliate decides in its sole discretion
to permit such transfer; or (b) to persons that are both (A) "qualified institutional buyers" and (B) "qualified
purchasers" in a transaction meeting the requirements of Rule 144A of the Securities Act; or (c) pursuant to
an exemption from registration under the Securities Act, in an offshore transaction, to a person that is not a
"U.S. Person" (within the meaning of Regulation S) and that either is a "qualified purchaser" as defined in
Section 2(a)(51) of the Investment Company Act or is not a "U.S. resident" within the meaning of the
Investment Company Act. Any such transfer to Deutsche Bank or an affiliate thereof by way of tender, will
be on such terms as Deutsche Bank or such affiliate sets in its sole discretion based on market conditions at
the time and such other factors as it may determine.

BY ITS PURCHASE OR HOLDING OF A NOTE, OR ANY INTEREST THEREIN, THE PURCHASER

AND/OR HOLDER THEREOF AND EACH TRANSFEREE WILL BE REQUIRED OR WILL BE DEEMED TO
HAVE REPRESENTED AND WARRANTED, AT THE TIME OF ITS ACQUISITION, AND THROUGHOUT
THE PERIOD THAT IT HOLDS SUCH NOTE, OR INTEREST THEREIN, THAT (1) IT IS NOT AND IS NOT
ACTING ON BEHALF OF (A) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN AND SUBJECT TO TITLE
I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
(B) A "PLAN" AS DEFINED IN AND SUBJECT TO SECTION 4957 OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR (C) AN ENTITY ANY ASSETS OF WHICH
CONSTITUTE "PLAN ASSETS" UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-
101, AS MODIFIED BY SECTION 3(42) OF ERISA, AND (2) IF IT IS A GOVERNMENTAL, CHURCH, NON-
U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT
IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE
CODE, ITS PURCHASE, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT VIOLATION UNDER ANY SUCH SUBSTANTIALLY SIMILAR LAW. ANY
PURPORTED TRANSFER OF THE NOTES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN
THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO AND THE ISSUER WILL HAVE THE RIGHT
TO COMPEL ANY TRANSFEREE ACQUIRING THE NOTES IN VIOLATION OF THE REQUIREMENTS
SET FORTH IN THIS PARAGRAPH TO SELL SUCH NOTES OR TO SELL SUCH NOTES ON BEHALF OF
SUCH TRANSFEREE.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION

FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY
OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

You should read the more detailed "Description of the Notes" and "Conditions of the Notes" contained in this
Offering Circular. The Notes are not appropriate for all investors, and you should fully understand their

4
important legal and tax consequences, as well as investment risks, and discuss them with your tax and
financial advisors, before you purchase Notes. You should be aware that the laws of certain jurisdictions
(including laws that require brokers to ensure that investments are suitable for their customers) may limit the
availability of Notes in those jurisdictions.

The Notes are available through a Placement Agent (as defined below) for purchase, for issuance on the
Issue Date with a minimum investment of €500,000 and in integral multiples of €1 thereafter. The
Issuer and each Placement Agent are offering to sell the Notes only in places where such offers and sales
are permitted. Although application has been made to the Irish Stock Exchange for the Notes to be admitted
to the Official List and trading on the Global Exchange Market, on the date hereof the Notes are not publicly
listed or traded on any exchange and are not liquid instruments. The Notes may only be repurchased by
Deutsche Bank or its affiliates and only upon terms acceptable to Deutsche Bank or its affiliates and may
only be transferred in accordance with these terms, as described in "Transfer Restrictions".

You should not assume that the information contained or incorporated by reference in this Offering
Circular is accurate as of any date other than the date on the front cover of this Offering Circular.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EFFECTIVE FROM THE DATE OF

COMMENCEMENT OF DISCUSSIONS, RECIPIENTS, AND EACH EMPLOYEE, REPRESENTATIVE OR
OTHER AGENT OF THE RECIPIENTS, MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE U.S. TAX TREATMENT AND TAX STRUCTURE OF THE OFFERING
AND ALL MATERIALS OF ANY KIND, INCLUDING OPINIONS OR OTHER TAX ANALYSES, THAT ARE
PROVIDED TO THE RECIPIENTS RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.

FORWARD LOOKING STATEMENTS

This Offering Circular contains forward-looking statements, which can be identified by words like
"anticipate," "believe," "plan," "hope," "goal," "initiative," "expect," "future," "intend," "will," "could" and
"should" and by similar expressions. Other information herein, including any estimated, targeted or
assumed information, may also deemed to be, or to contain, forward-looking statements. Prospective
investors should not place undue reliance on forward-looking statements. Actual results could differ
materially from those referred to in forward-looking statements for many reasons, including the risks
described in "Risk Factors." Forward-looking statements are necessarily speculative in nature, and it can be
expected that some or all of the assumptions underlying any forward-looking statements will not materialize
or will vary significantly from actual results. Variations of assumptions and results may be material.

Without limiting the generality of the foregoing, the inclusion of forward-looking statements herein should not
be regarded as a representation by either the Issuer or the Placement Agents or any of their
respective affiliates or any other person of the results that will actually be achieved by the Holders on their
Notes. None of the foregoing persons has any obligation to update or otherwise revise any forward-looking
statements, including any revision to reflect changes in any circumstances arising after the date hereof
relating to any assumptions or otherwise.

CIRCULAR 230

Under 31 C.F.R. part 10, the regulations governing practice before the Internal Revenue Service (Circular
230), we and our tax advisors are (or may be) required to inform you that:

(i) any advice contained herein, including any opinions of counsel referred to herein, is not intended or
written to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be
imposed on the taxpayer;

(ii) any such advice is written in connection with the promotion or marketing of the Notes and the
transactions described herein (or in such opinion or other advice); and
5
(iii) each taxpayer should seek advice based on the taxpayer's particular circumstances from an
independent tax advisor.

6
 INDEX OF DEFINED TERMS
$ 39
€ 39
2010 PD Amending Directive ............................ 93
Accountant ........................................................ 34
Accountant's Letter ............................................ 33
Actual Recoveries ............................................. 25
Adjustment Amount ........................................... 36
Adjustment Determination Amount ................... 36
Affected 122a Investor ...................................... 44
Affected Investors.............................................. 45
Agency Agreement ............................................ 10
Agent Bank ........................................................ 70
Agreed Upon Procedures .................................. 33
AIFMD ................................................. 108, 112, 4
AMF ................................................................... 93
Approved 2-for-1 Reference Obligation ............ 78
Approved Reference Entity Group List.............. 77
Approved Reference Obligations ...................... 78
Article 122a .....................................2, 108, 112, 4
Article 122a Guidelines ..................................... 44
ASIC .................................................................. 95
ASX ................................................................... 95
Bank .................................................................. 90
Base Prospectus ............................................. 117
Base Rate .......................................................... 13
Base Rate Interest Amount ............................... 12
Beneficial Owner ............................................... 60
Benefit Plan Investor ....................................... 115
Business Day..................................................... 55
Clearstream ....................................................... 42
Code ..................................................53, 115, 118
CODE .................................................................. 4
Common Depositary.......................................... 60
Conditions ......................................................... 51
Conditions of the Notes..................................... 51
Corporations Act................................................ 95
CPDI ................................................................ 119
CPSG ................................................................ 14
CRD ..................................................................... 2
CRD4 ................................................................. 45
Credit Event ....................................................... 32
Credit Event Notice ........................................... 33
Credit Observation Period ............................. 2, 36
Cumulative Available Replenishment Amount .. 80
Cumulative Net Loss Amount ............................ 23
Cumulative Projected Loss Amount .................. 78
Cured ................................................................. 35
DB Servicer ....................................................... 70
DBAG ................................................................ 11
DBAG Group ..................................................... 11
7
DBAG Internal Rating ....................................... 71
DBAG Retained Amount ..................................... 3
DBSI.................................................................. 11
Deemed Transaction ........................................ 17
Defaulted Notional Amount ............................... 24
Defaulted Reference Obligation ....................... 24
Deferred Principal Adjustment Amount ............ 22
Definitive Notes................................................. 52
Designated 2-for-1 Reference Obligation ......... 77
Designated 2-for-1 Reference Obligation Notional
Amount .......................................................... 77
Designated Holder ............................................ 14
Designated Pre-approved Reference Obligation
...................................................................... 77
Designated Reference Obligation ..................... 77
Designated Reference Obligation Notional
Amounts ........................................................ 77
Designated Reference Obligation Shortfall
Amount .......................................................... 80
Detachment Amount ........................................... 2
Deutsche Bank ............................................. 4, 90
Direct Participants ............................................ 60
Distribution Agreement ..................................... 92
dollar ................................................................. 39
Dollar................................................................. 39
Domestic Disbursing Agent ............................ 125
Draft Technical Standards ............................. 45
Early Redemption Date..................................... 17
Early Redemption Event ................................... 17
EBA ................................................................... 44
EEA ................................................................... 44
Eligibility Test Date ........................................... 69
Eligible Purchaser ............................................. 99
ERISA ................................................... 4, 53, 115
EU ....................................................................... 2
EUR .................................................................. 39
euro ................................................................... 39
Euro .................................................................. 39
Euroclear........................................................... 42
European Economic Area................................. 93
Event Determination Date................................. 36
Event of Default ................................................ 57
Exchange Act.................................................... 91
Exchange Event ............................................... 61
Extended Redemption ...................................... 20
Extension Date ................................................... 2
FATCA ...................................................... 38, 121
FDIC.............................................................. 3, 10
FFI................................................................... 121
Financial Instruments and Exchange Act ........ 94
Financial Services Act ...................................... 94
FPO ................................................................. 107
FSMA......................................................... 92, 107
Germany .......................................................... 124
Global Exchange Market ..................................... 1
Global Notes...................................................... 52
Grace Period Extension .................................... 20
Grace Period Extension Date ............................ 20
Guarantee ......................................................... 79
Guarantee Reimbursement Obligation.............. 80
Guarantee Undrawn Amount ............................ 79
Hedged Reference Entity .................................. 14
Hedging Event ................................................... 14
Hedging Notification Date.................................. 14
Holders .......................................................... 2, 11
IGAs................................................................. 122
Impaired Reference Obligation ......................... 34
Impairment Notice ............................................. 34
Indirect Participants .......................................... 60
Information Report............................................. 63
Interest Period ................................................... 12
Intermediary .................................................... 121
Investment Company Act .................................. 17
INVESTMENT COMPANY ACT .......................... 3
IRS........................................................... 119, 121
ISDA .................................................................. 35
Issue Date ........................................................... 2
Issuer ............................................................. 1, 11
Last Look Amount ............................................. 25
Liquidated Reference Obligation ....................... 25
Majority .............................................................. 56
Maturity Date ..................................................... 16
Maximum Portfolio Notional Amount ................. 79
Member States.................................................. 49
Minimum Buyer Offered Amount ....................... 80
Moody's ............................................................. 38
Net Loss Calculation Amount ............................ 23
Non U.S. Holder .............................................. 118
Non-EUR Reference Obligation ........................ 81
non-Participating FFI ....................................... 121
Note Premium Amount ...................................... 19
Noteholders ................................................... 2, 11
Notes ................................................................. 10
Notes ................................................................... 1
Notice Delivery Period ......................................... 2
Notice of Accountant Certification ..................... 33
NPC ................................................................. 120
Offering Circular ................................................ 10
Optional Redemption Date ................................ 17
Outstanding Principal Amount ........................... 21
Participants ........................................................ 60
Parties in Interest ........................................... 115
Paying Agent ................................................. 2, 11
viii
Payment Default E-mail Address ...................... 58
Periodic Replenishment Amount ...................... 80
Placement Agent .............................................. 92
Placement Agent Information ......................... 116
Plans ............................................................... 115
Pledged Account............................................... 37
Portfolio Notional Amount ................................. 79
Potential Failure to Pay..................................... 36
Prospectus Directive ......................................... 93
Purchaser.......................................................... 51
Recalcitrant Holder ......................................... 122
Recovery Certification Date .............................. 26
Recovery Determination Date .......................... 25
Recovery Price ................................................. 25
Reduction .......................................................... 80
Reference Entity ............................................... 68
Reference Entity Group .................................... 68
Reference Obligation ........................................ 68
Reference Obligation Due Date ........................ 69
Reference Obligation Eligibility Criteria ............ 70
Reference Obligation Guarantor ....................... 68
Reference Obligation List ................................. 68
Reference Obligation List Delivery Date........... 68
Reference Obligation Notional Amount ............ 68
Reference Obligor............................................. 68
Reference Portfolio ....................................... 1, 68
Reg S Notes ................................................... 109
Registrar ..................................................... 11, 52
Regulation No. 11971 ....................................... 94
Regulation S..................................................... 92
REGULATION S ................................................. 3
Regulation S Global ERISA Restricted Purchaser
...................................................................... 53
Regulation S Global ERISA Restricted
Purchaser Letter ........................................... 53
Regulation S Global Notes ............................... 52
Regulation S Global Purchaser........................ 52
Regulation S Global Purchaser Letter ............. 52
Regulatory Event .............................................. 17
Rejected Reference Obligation ......................... 78
Relevant Date ................................................... 68
Relevant Definitions .......................................... 35
Relevant FX Date ............................................. 82
Relevant FX Rate ............................................. 82
Relevant Implementation Date ......................... 93
Relevant Member State .................................... 93
Replenishment .................................................. 79
Replenishment Conditions ................................ 82
Replenishment Date ................................... 79, 82
Replenishment Notice....................................... 77
Replenishment Notice Date .............................. 77
Replenishment Notice Expiration Date ............. 78
Replenishment Period ...................................... 77
Replenishment Response Notice ...................... 78
Requested Sale Date ........................................ 25
Required Rating Test ........................................ 38
Reset ................................................................. 81
Reset Date ........................................................ 81
RTS ................................................................... 45
Rule 144A ......................................................... 92
Rule 144A Global ERISA Restricted Purchaser
....................................................................... 53
Rule 144A Global ERISA Restricted Purchaser
Letter .............................................................. 53
Rule 144A Global Notes ................................... 52
Rule 144A Notes ............................................. 105
S&P ................................................................... 38
Scheduled Maturity Date ............................... 2, 16
SEC ............................................................... 3, 99
Section 165 Loss ............................................. 122
Securities Act .................................................... 99
SECURITIES ACT............................................... 3
viii
Securities and Futures Act................................ 97
Servicers ........................................................... 70
Servicing Practices ........................................... 83
Spread Amount ................................................. 13
Substitute .......................................................... 66
Substitution Tax Event ...................................... 67
Successor ......................................................... 68
Tax Event.......................................................... 65
Tax Event Premium Amount ............................. 19
Term Out Maturity Date .................................... 69
Terms and Conditions of the Notes .................. 51
U.S. Holder ..................................................... 118
U.S.$ ................................................................. 39
us .................................................................. 1, 11
USD .................................................................. 39
we ................................................................. 1, 11
Workout Extension ............................................ 20
Workout Extension Maturity Date ..................... 20
you ................................................................ 2, 11
 DESCRIPTION OF THE NOTES

This summary describes certain important terms of the Notes and answers certain questions that you might
have about the Notes. Before deciding to buy the Notes, you should read this summary and the more
detailed information in the rest of this Offering Circular (the "Offering Circular").

Offering €39,900,000 Floating Rate Notes Due 2019 (the "Notes"), Credit Linked to
"CRAFT 2011-4R" Replenishable Loan Portfolio.

The Issuer issued the Notes on the Issue Date pursuant to the Agency
Agreement dated December 20, 2013 between the Issuer, the Paying
Agent, the Registrar, the Calculation Agent and the Credit Event Monitoring
Agent (the "Agency Agreement").

THE NOTES ARE NOT DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC") OR ANY
OTHER U.S. OR FOREIGN GOVERNMENT AGENCY, AND ARE
SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS
OF YOUR ENTIRE INVESTMENT. THE NOTES ARE SUBORDINATE TO
THE CLAIMS OF DEPOSITORS AND CERTAIN OTHER PREFERRED
CREDITORS.

Initial Outstanding €39,900,000.

Principal Amount:

Issue Price: 100% of the Initial Outstanding Principal Amount.

ISIN:  XS1008568674 (Rule 144A)

 XS1008568591 (Reg S)

Interest Rate: Prior to the Scheduled Maturity Date or, if applicable, an Early Redemption
Date, Base Rate plus the Spread Percentage per annum in the absence of
acceleration following an Event of Default or early redemption. From and
after the earlier of (i) the Scheduled Maturity Date and (ii) an Early
Redemption Date (or upon acceleration following an Event of Default), Base
Rate (flat) per annum.

Spread Percentage: With respect to any Interest Period, a percentage determined by the
Calculation Agent based upon its calculation of the Spread Amount for such
Interest Period in accordance with "–Interest" below, expressed as an
annual percentage rate.

Base Rate: 3-month EURIBOR, as more fully specified below.

Scheduled Maturity Date: October 22, 2017 (or the first Business Day following such day).

Initial Portfolio Notional €600,000,000.

Amount:

Detachment Amount: €39,900,000.

Reference Portfolio: The "CRAFT 2011-4R" Reference Portfolio, as more fully described in this
Offering Circular.

10
 * * *

Parties

Issuer: Deutsche Bank AG Frankfurt (the "Issuer", "we" or "us").

Calculation Agent: Deutsche Bank AG, London Branch.

Credit Event Monitoring Deutsche Bank AG Frankfurt.

Agent:

Registrar: Deutsche Bank Luxembourg S.A. (the "Registrar").

Paying Agent: Deutsche Bank AG, London Branch (the "Paying Agent").

Placement Agent: Either or both of Deutsche Bank Securities Inc. ("DBSI") and Deutsche
Bank AG, London Branch, as applicable.

Originator: Deutsche Bank AG ("DBAG") or any of its affiliates (collectively, the "DBAG
Group").

DBAG Group Entity: Any entity within the DBAG Group.

Holders of the Notes: Holders of the Notes from time to time are referred to in this Offering
Circular as "Holders", "Noteholders" or "you".

Buyer of Credit Protection:
The Issuer will be treated, in relation to the provisions of the Notes for
modification of the Outstanding Principal Amount thereof and regarding the
Reference Portfolio, as if it were the "Buyer" of credit protection under a
credit default swap referencing the Reference Portfolio, with a ceiling
amount or detachment point equal to 7% of the Initial Portfolio Notional
Amount, which ceiling amount includes the net economic interest retained
by the Issuer.

Seller of Credit Protection:
The Noteholders will be treated, in relation to the provisions of the Notes for
modification of the Outstanding Principal Amount thereof, as if they were,
collectively, the "Seller" of credit protection under a credit default swap
referencing the Reference Portfolio having such detachment feature and
each Noteholder, individually, will be so treated as a holder of a pro rata
share of the rights and obligations of such a "Seller," each with liability
limited in amount to the portion of the Outstanding Principal Amount
represented by its Note(s). The liability of the Holder(s) (as the "Seller" of
credit protection) will be limited (in amount) to the Initial Outstanding
Principal Amount of the Notes on the Issue Date. The Notes will be subject
to the risk of the occurrence, from time to time, of Credit Events with respect
to the Reference Obligations comprising the Reference Portfolio.

Notional CDS A form of "Confirmation" for the above-referenced credit default swap is
Confirmation: attached to this Offering Circular as Appendix I. Such form of Confirmation
does not evidence a credit default swap transaction between any parties,
but the Calculation Agent will make calculations in respect of the Notes in
conformity with the terms set forth in or pursuant to such form of
Confirmation, in accordance with the Agency Agreement. In the event of
any conflict between such Confirmation and any other document or
11
 instrument setting forth the terms of the Notes, the terms of such
Confirmation shall prevail.

* * *

Dates

Issue Date: December 20, 2013.

Trade Date: December 20, 2013.

Interest Determination Date: For each Interest Period, two Business Days prior to the Interest Payment
Date on which such Interest Period begins (or, in the case of the first
Interest Period, two Business Days prior to the Issue Date).

Interest Payment Date:
The 22nd day of January, April, July and October commencing on January
22, 2014, to and including the Maturity Date, except that "Interest Payment
Date" shall include an Early Redemption Date designated by the Issuer as
such in accordance with the definition of Early Redemption Date. In each
case, if any scheduled Interest Payment Date is not a Business Day,
payment will be made on the Business Day immediately following such
day and no additional interest will be paid as a result of any such
adjustment or postponement. Such dates correspond to "Payment Dates"
described in Appendix I hereto.

Business Day: Any day on which commercial banks are open for general business
(including dealings in foreign exchange and foreign currency deposits) and
foreign exchange markets settle payments in City of New York, Frankfurt,
Germany, London, England, and a day on which TARGET (the Trans-
European Automated Real-time Gross Settlement Express Transfer
system) is open.

Legal Maturity Date: October 22, 2019 (or the first Business Day thereafter).

* * *

Interest Interest will accrue on the Notes for each period from (and including) one
Interest Payment Date to (but excluding) the following Interest Payment
Date (each, an "Interest Period"), except that:

(a) the initial Interest Period will commence on and include

the Issue Date; and

(b) the final Interest Period will end on, and exclude, the
Maturity Date.

The interest amount payable on each Interest Payment Date shall be an

amount determined by the Calculation Agent equal to:

(i) prior to the Scheduled Maturity Date or, if applicable, an Early

Redemption Date, the sum of:

(a) the product of (1) the Base Rate, (2) subject to the first
proviso below, the Outstanding Principal Amount of the
12
 Notes on the first day of such Interest Period (in each
case taking into account any increase or decrease thereto
due to a Loss Determination Amount, Recovery
Determination Amount or Adjustment Determination
Amount allocated to the Notes on such day) and (3) the
Day Count Fraction for such Interest Period (the "Base
Rate Interest Amount"); and

(b) 95% of an amount equal to (A) the product of (1) 1.42%,

(2) (x) for the initial Interest Payment Date, the Initial
Portfolio Notional Amount and (y) for any other Interest
Payment Date, the Portfolio Notional Amount as of the
first day of such Interest Period (except that for this
purpose, the Portfolio Notional Amount shall not be
reduced by any Impaired Notional Amounts of any
Impaired Reference Obligations) and (3) the Day Count
Fraction for such Interest Period; minus (B) the product of
(1) 0.65%, (2) the Unfunded Notional Amount as of the
preceding Interest Payment Date and (3) the Day Count
Fraction for such Interest Period (such difference, the
"Spread Amount"); minus (C) Replenishment Shortfall
Premium Adjustment Amount; minus the Assumed
Overhead Amount; and

(ii) from and after the earlier of (i) the Scheduled Maturity Date and (ii)
an Early Redemption Date, the Base Rate Interest Amount.

The determination of the Spread Amount will correspond to that of the

"Fixed Amount" set forth in Appendix I hereto.

Base Rate: The "Base Rate" for any Interest Period will be the rate for deposits in
Euros for a period of three months (with respect to the first Interest Period,
interpolated between three and four months) which appears on the
Reuters Screen EURIBOR01 Page as of 11:00 a.m. (Brussels time) on the
related Interest Determination Date, as determined by the Calculation
Agent

If such rate does not appear on the Reuters Screen EURIBOR01 Page,
the Calculation Agent shall request the principal Euro zone offices of the
four major banks in the Euro zone interbank market to provide the
Calculation Agent with its offered quotation (expressed as a percentage
rate per annum) for three- month deposits in Euros at approximately 11:00
a.m. (Brussels time) on the relevant Interest Determination Date to prime
banks in the Euro zone interbank market for the relevant Interest Period
and in an amount that is representative for a single transaction in that
market at that time. If two or more of the selected Euro zone banks
provide the Calculation Agent with such offered quotations, the Base Rate
for such Interest Period shall be the arithmetic mean of such offered
quotations (rounded if necessary to the nearest one thousandth of a
percentage point, with 0.0005% being rounded upwards). If fewer than
two of the selected Euro zone banks provide the Calculation Agent with
such offered quotations, the Base Rate for such Interest Period shall be
the rate per annum which the Calculation Agent determines as being the

13
 arithmetic mean (rounded if necessary to the nearest one thousandth of a
percentage point, with 0.0005% being rounded upwards) of the rates
communicated to (and at the request of) the Calculation Agent by four
major European banks, selected by the Calculation Agent, at
approximately 11:00 a.m. (Brussels time) on such Interest Determination
Date for loans in Euros to leading European banks for the related Interest
Period and in an amount that is representative for a single transaction in
that market at that time.

In the event that the Calculation Agent is on any Interest Determination

Date required but unable to determine the Base Rate for the relevant
Interest Period in accordance with the above, the Base Rate for such
Interest Period shall be the Base Rate as determined on the previous
Interest Determination Date.

Average Designated On any date of determination, the average Designated Reference

Reference Obligation Obligation Shortfall Amount, calculated by reference to the Designated
Shortfall Amount: Reference Obligation Shortfall Amount determined as of each
Replenishment Date during the applicable Interest Period.

Day Count Fraction: With respect to each Interest Period, the actual number of days in such
Interest Period divided by 360 (Actual/360).

Replenishment Shortfall For any Interest Payment Date, an amount equal to: (i) if the Average
Premium Adjustment Designated Reference Obligation Shortfall Amount for such Interest Period
Amount: is greater than zero, the product of (a) such Average Designated
Reference Obligation Shortfall Amount, (b) 25%, (c) 1.42% and (d) the
Day Count Fraction, or (ii) if the Average Designated Reference Obligation
Shortfall Amount is zero or negative, zero; provided that if a Hedging
Event has occurred and is continuing, the Replenishment Shortfall
Premium Amount shall be deemed to be zero for the duration of such
Hedging Event.

Assumed Overhead In respect of any Interest Payment Date, an amount equal to the sum of (i)
Amount: the product of U.S.$200,000 and the Day Count Fraction and (ii) the sum
of the products of 0.02%, the Portfolio Notional Amount as of the
immediately preceding Interest Payment Date (or, in respect of the first
Interest Payment Date, as of the Issue Date) and the Day Count Fraction.

Hedging Event: On any Business Day (but only two times per calendar year) upon the
request of the Designated Holder, the Issuer will notify the Designated
Holder no more than 10 Business Days after receipt of such request (any
such date, a "Hedging Notification Date") if the Credit Portfolio
Strategies Group ("CPSG") of the DBAG Group (or any successor group
to the CPSG responsible for hedging the Reference Portfolio and bespoke
transactions similar to this transaction) determines, in its sole
commercially reasonable discretion, that it needs to obtain credit
protection in respect of any Reference Entity included on the Approved
Reference Entity Group List as of such date through a transaction
(excluding single-name credit default swaps, loan credit default swaps and
credit index swaps and options that hedge multiple obligations of such
Reference Entity) executed by the CPSG (any such Reference Entity, a
"Hedged Reference Entity"). If the Issuer determines, in its sole

14
 commercially reasonable discretion, that any Reference Entity on the
Approved Reference Entity Group List is a Hedged Reference Entity, a
"Hedging Event" shall have occurred and will be continuing for the period
commencing on the applicable Hedging Notification Date and ending on
but excluding the Replenishment Notice Date on which (i) the obligations
of any such Hedged Reference Entities are designated for inclusion in the
Reference Portfolio and (ii) the aggregate Reference Obligation Notional
Amount of the Designated Pre-approved Reference Obligations of such
Hedged Reference Entities is equal to the lesser of (x) the Cumulative
Available Replenishment Amount on such Replenishment Notice Date and
(y) the aggregate Reference Obligation Notional Amount of the obligations
of such Hedged Reference Entities that satisfy the Reference Eligibility
Criteria and the Replenishment Conditions on such Replenishment Notice
Date but have not yet been included in the Reference Portfolio; provided,
that it shall not be a Hedging Event (or, if a Hedging Event has occurred
and is continuing, such Hedging Event will terminate) if (i) the obligations
of such Hedged Reference Entity do not satisfy the Reference Obligation
Eligibility Criteria and the Replenishment Conditions and (ii) such Hedged
Reference Entity is removed from the Approved Reference Entity Group
List, as described in the Notional CDS Confirmation.

"Designated Holder" means Bank Capital Opportunity Fund SICAV-SIF

or Axa IM, but only for so long as it, any of its Affiliates and any account
managed by it holds at least 50% of the Outstanding Principal Amount of
the Notes.

Unfunded Notional Amount: On any date of determination, an amount equal to (i) the Initial Portfolio
Notional Amount minus the Initial Outstanding Principal Amount of the
Notes minus (ii) the excess, if any, of the Cumulative Net Loss Amount
over the Initial Outstanding Principal Amount minus (iii) the Aggregate
Reduction Amount.

Aggregate Reduction On any date of determination, an amount equal to the excess, if any, of
Amount: the aggregate of the Reference Obligation Notional Amounts subject to
Reductions from and including the Issue Date to and including such date
of determination over the aggregate of the Reference Obligation Notional
Amounts of the Reference Obligations added to the Reference Portfolio for
the period from and including the Issue Date to and including such date of
determination.

Principal Increase, The Outstanding Principal Amount of the Notes will be reduced or
Reduction and reinstated by the Calculation Agent from time to time on Interest Payment
Reinstatement Dates to reflect, with respect to the entirety of the Notes, the allocation to
Note principal of increases or decreases, respectively, in the Cumulative
Net Loss Determination Amount for the Reference Portfolio, following
Event Determination Dates and determinations of increases (if any) in the
Defaulted Notional Amounts of Defaulted Reference Obligations (in each
case leading to determination of Loss Determination Amounts), following
the end of the Deutsche Bank AG workout process for the Defaulted
Reference Obligations (leading to determination of Recovery
Determination Amounts) and following any post-workout corrections of
Recovery Amounts (for example, additional credit losses, late recoveries
or inaccurate calculations), leading to determination of Adjustment

15
 Determination Amounts, if any; in each case since the immediately
preceding Interest Payment Date (or since the Issue Date, for the first
Interest Payment Date).

Reductions in the Outstanding Principal Amount of the Notes and

reinstatements thereof may occur on any Interest Payment Date until the
Maturity Date. Such reductions and reinstatements will be made ratably to
the Global Notes or Definitive Notes, as the case may be, evidencing the
Notes from time to time, without distinction (other than as to proration
against the respective Initial Outstanding Principal Amount).

Determinations of the Outstanding Principal Amount of the entirety of the

Notes from time to time will correspond to those of the "Credit Default
Swap Notional Amount" set forth in Appendix I hereto.

Loss Calculation Amounts determined from time to time will be added to

(and Recovery Amounts determined from time to time will be subtracted
from) (and Adjustment Amounts determined from time to time will be
added to or subtracted from, as applicable) the Cumulative Net Loss
Amount on Interest Payment Dates for the purposes of determining any
related reduction in or reinstatement to the Outstanding Principal Amount
of the Notes (and determining, when applicable, the Deferred Principal
Adjustment Amount). It shall be a condition to the allocation of any Loss
Calculation Amount (or portion thereof) to reduce the Outstanding
Principal Amount of the Notes that a Notice of Accountant Certification
shall have been duly delivered.

* * *

Maturity and Redemption

Maturity Date: The Outstanding Principal Amount of the Notes will be due and payable
on October 22, 2017 or, if such date is not a Business Day, the first
Business Day thereafter (the "Scheduled Maturity Date"), subject to
early redemption, and further subject to Grace Period Extension and
Workout Extension (each, as described below); provided, however, that
the date of final payment in respect of the Outstanding Principal Amount
of the Notes (the "Maturity Date") shall, in the absence of an Event of
Default, in no event be later than the Legal Maturity Date. The
determination of the Maturity Date will correspond to that of the
"Termination Date" set forth in Appendix I hereto.

Redemption: Each Note will be redeemed at its pro rata share of the Outstanding
Principal Amount on the Scheduled Maturity Date, subject to early
redemption, and further subject to Grace Period Extension and Workout
Extension and the related provisions for the Deferred Principal
Adjustment Amount. Payments in respect of redemption of the Notes will
be made ratably on the Global Notes or Definitive Notes, as the case
may be, without distinction (other than as to proration against the
respective Initial Outstanding Principal Amount).

Early Redemption

16
Early Redemption Generally:
Regulatory Event:
The Notes will be redeemed early if:
(a) (at the option of the Issuer) the Calculation Agent determines in
good faith that the performance of the obligations of any of the Issuer, the
Calculation Agent, the Credit Event Monitoring Agent or the Paying Agent
or Registrar under the Notes has or will become unlawful, illegal or
otherwise prohibited in whole or in part as a result of any applicable
present or future law, rule, regulation, judgment, order or directive of any
governmental, administrative, legislative or judicial authority or power, or
in the interpretation thereof; or
(b) (at the option of the Issuer) the Calculation Agent determines in
good faith with respect to any Interest Payment Date that a Regulatory
Event has occurred (any such Interest Payment Date for which the Issuer
exercises such option, an "Optional Redemption Date"); or
(c) an "Event of Default" occurs and is continuing and the Notes are
accelerated (as described in "Conditions of the Notes"); or
(d) registration with the SEC is required under the U.S. Investment
Company Act of 1940, as amended (the "Investment Company Act"), in
respect of the offer, sale, resale or other transfer of the Notes; or
(e) (at the option of the Holder) a "Tax Event" occurs and is
continuing (as described in "Conditions of the Notes") (each such event
being an "Early Redemption Event").
Determination of the Optional Redemption Date (if any) will correspond to
that of an "Optional Termination Date" set forth in Appendix I hereto.
The "Early Redemption Date" will be required to take place (i) in the
case of an Early Redemption Event of the type described in clause (c)
above, not less than five Business Days after notice is given to the Issuer
in accordance with the terms set forth in "Conditions of the
Notes―Notices―Notification by Noteholders", (ii) in the case of an Early
Redemption Event of the type described in clause (a), (b) or (d) above,
on an Interest Payment Date not less than 10 Business Days after notice
thereof is given to Noteholders in accordance with the terms set forth in
the "Conditions of the Notes―Notices" and (iii) in the case of an Early
Redemption Event of the type described in clause (e) above, on a date
not less than 10 Business Days after notice is given to the Issuer in
accordance with the terms set forth in "Conditions of the
Notes―Notices―Notification by Noteholders". Grace Period Extension
will not apply in relation to an Early Redemption Date of the type
described in clause (a), (c), (d) or (e) above.
An event which will occur if (a) as a result of any enactment of or
supplement or amendment to, or change in any applicable laws or
regulations or (b) as a result of (x) an official communication of previously
not existing or not publicly available official interpretation of such laws
and regulations, or (y) a change in the official interpretation,
implementation or application of such laws and regulations that (in the
case of (a) or (b)) becomes effective on or after the Issue Date, either
17
 (a) the DBAG Group would, for reasons outside its control, and after
taking reasonable measures (such measures not involving any material
additional payment by, or capital or other expenses for the Issuer), be
subject to less favorable capital adequacy treatment with respect to
(A) the risk weighting of the Issuer and/or (B) the amount of the
regulatory capital required to be maintained by the DBAG Group as a
result of the Issuer issuing the Notes or retaining any portion of risk under
the Reference Portfolio (assuming, for such purposes, that a DBAG
Group Entity is the owner of each Reference Obligation) by comparison
to the regulatory capital, if any, applicable on the Issue Date or (b) in
respect of any bank that is subject to the supervision of the competent
bank supervisory authority of the Federal Republic of Germany,
assuming that such bank is the lender in respect of all of the Reference
Obligations, the DBAG Group determines that the costs, as at the Issue
Date, of buying protection in respect of the Reference Portfolio on the
terms set out in the transaction (but as if the Initial Credit Default Swap
Notional Amount was the Initial Portfolio Notional Amount, the "Deemed
Transaction") and maintaining the regulatory capital required to be
maintained by any such bank in respect of the Reference Portfolio taking
account of the protection afforded by the Deemed Transaction (including,
without limitation, the impact of any amounts required to be held as
regulatory capital) is greater than the regulatory capital costs for any
such bank in respect of the Reference Portfolio without the benefit of the
Deemed Transaction (each such event, a "Regulatory Event").

The occurrence of any event referred to above shall not be precluded by

the fact that, prior to the Issue Date, (1) such event was announced or
contained in any proposal for a change in the official interpretation,
implementation or application of any applicable laws and regulations or
any accord, standard or recommendation of the Basel Committee on
Banking Supervision (including any document or any meetings or other
discussions in connection with such change) or (2) the competent
authority has taken any decision or expressed any view with respect to
any individual transaction other than the issuance of the Notes.
Accordingly, such proposals, decisions or views shall not be taken into
account when assessing the capital adequacy treatment to which the
DBAG Group (or such other bank) is (or would be) subject on the Issue
Date immediately after issuing the Notes (or the Deemed Transaction, as
the case may be).

Payment(s) upon Early Following any Early Redemption Event, on the related Early Redemption
Redemption: Date each Note will pay its pro rata share of the Outstanding Principal
Amount, with accrued interest, if any, to (but excluding) such Early
Redemption Date, subject to Grace Period Extension (if applicable) and
Workout Extension and the related provisions for the Deferred Principal
Adjustment Amount; provided that (i) if such Early Redemption Event
relates to the designation of an Optional Redemption Date by the Issuer
upon the occurrence of a Regulatory Event, each Note will also be
entitled to its pro rata share of the Note Premium Amount and (ii) if such
Early Redemption Event relates to the designation of an Early
Redemption Date at the option of the holders upon the occurrence of a
Tax Event, each Note will also be entitled to its pro rata share of the Tax
Event Premium Amount.
18
Note Premium Amount: The "Note Premium Amount" is an amount equal to (i) if such Optional
Redemption Date occurs on or prior to the Interest Payment Date in
January 2016, the sum of (a) the greater of (1) zero or (2) an amount
equal to (A) the Initial Outstanding Principal Amount minus (B) an
amount equal to (i) the Outstanding Principal Amount of the Notes on
such Optional Redemption Date (including after giving effect to any
reductions to the Outstanding Principal Amount on such Optional
Redemption Date plus (ii) the sum of the Spread Amounts received by
the Noteholders (in each case net of withholding) during the period from
and including the Issue Date to and including such Optional Redemption
Date plus (iii) €9,883,934.18 and (b) €1,000,000; or (ii) if such Optional
Redemption Date occurs after the Interest Payment Date in January
2016, the amount specified in the table below and corresponding to such
Interest Payment Date:

Date Note Premium Amount

April 2016 €1,500,000

July 2016 €1,200,000

October 2016 €1,100,000

January 2017 €800,000

April 2017 €500,000

July 2017 €300,000

Tax Event Premium Amount: The "Tax Event Premium Amount" is an amount equal to (i) if such
Early Redemption Date occurs on or prior to the Interest Payment Date in
January 2016, the product of 25% and the sum of (a) the greater of (1)
zero or (2) an amount equal to (A) the Initial Outstanding Principal
Amount minus (B) an amount equal to (i) the Outstanding Principal
Amount of the Notes on such Early Redemption Date (including after
giving effect to any reductions to the Outstanding Principal Amount on
such Early Redemption Date plus (ii) the sum of the Spread Amounts
received by the Noteholders (in each case net of withholding) during the
period from and including the Issue Date to and including such Early
Redemption Date plus (iii) €9,883,934.18 and (b) €1,000,000; or (ii) if
such Early Redemption Date occurs after the Interest Payment Date in
January 2016, the product of 25% and the amount specified in the table
below and corresponding to such Interest Payment Date:

Date Note Premium Amount

April 2016 €1,500,000

July 2016 €1,200,000

October 2016 €1,100,000

19
 January 2017 €800,000

April 2017 €500,000

July 2017 €300,000

Redemption After Scheduled

Maturity Date or Early
Redemption Date

Extended Redemption: The redemption of the Notes may be extended (an "Extended
Redemption") on the Scheduled Maturity Date or the Early Redemption
Date, as applicable, to an Interest Payment Date (or Interest Payment
Dates) after such date pursuant to the terms applicable to either Grace
Period Extension or Workout Extension or both.

Grace Period Extension: If on the Scheduled Maturity Date or the Early Redemption Date, as
applicable, a Potential Failure to Pay has occurred in relation to one or
more Reference Obligations and an Impairment Notice has been duly
delivered but an Event Determination Date has not occurred, then
payments in respect of the Deferred Principal Adjustment Amount will be
subject to deferral (a "Grace Period Extension") to an Interest Payment
Date following the Scheduled Maturity Date or the Early Redemption
Date, as applicable (the "Grace Period Extension Date") as specified in
the Impairment Notice, but only, in the case of the Early Redemption
Date, if such date arose out of the occurrence of an Optional Redemption
Date. In such circumstances, the applicable Impaired Notional
Amount(s) will form part of the Deferred Principal Adjustment Amount (if
any) and if an Event Determination Date has not occurred as to any
Reference Obligation identified in the Impairment Notice on or before the
Grace Period Extension Date, then such date will constitute the Maturity
Date and the Issuer will pay the Holder of each Note its pro rata share of
the Outstanding Principal Amount, with accrued interest, if any, to (but
excluding) such date, subject to the provisions for Workout Extension in
relation to any Defaulted Reference Obligations for which a Recovery
Certification Date has not occurred prior to such date and for the
Deferred Principal Adjustment Amount. Otherwise, if an Event
Determination Date has occurred as to any such Reference Obligation on
or before the Grace Period Extension Date, then the provisions for
Workout Extension in relation to such Reference Obligation and any
other Defaulted Reference Obligations for which a Recovery Certification
Date has not occurred prior to such date and the related provisions for
the Deferred Principal Adjustment Amount will apply.

Workout Extension: If on the Scheduled Maturity Date, the Early Redemption Date or the
Grace Period Extension Date, as applicable, one or more Credit Events
and Event Determination Dates have occurred (and any related Loss
Calculation Amounts have been determined) with respect to one or more
Reference Obligations but the related Recovery Amounts have not been
determined and become subject to a Recovery Certification Date, on
notice from the Issuer, payments in respect of the Deferred Principal
20
 Adjustment Amount will be subject to deferral (a "Workout Extension")
to one or more Interest Payment Dates following the Scheduled Maturity
Date, the Early Redemption Date or the Grace Period Extension Date, as
applicable (the last such Interest Payment Date, the "Workout
Extension Maturity Date"), in order to allow sufficient time for Recovery
Amounts and Adjustment Amounts, if any, to be determined. The
determination of the Workout Extension Maturity Date will correspond to
that of the "Termination Date", in pertinent part, as set forth in Appendix I
hereto. In no event will the Workout Extension Maturity Date occur later
than the Legal Maturity Date.

Amount(s) Payable Upon

Redemption

Outstanding Principal The "Outstanding Principal Amount" means, on any date of

Amount: determination, with respect to the Notes, the Initial Outstanding Principal
Amount of the Notes minus the sum of (a) the lesser of (i) the Cumulative
Net Loss Determination Amount and (ii) the Initial Outstanding Principal
Amount and (b) the aggregate amount of principal paid to Noteholders
prior to such date, each as determined on such date. On each Interest
Determination Date occurring after the Issue Date, the Calculation Agent
will recompute the Outstanding Principal Amount to give effect to any
change in the Cumulative Net Loss Determination Amount and any
deliveries of Notices of Accountant Certification since the immediately
preceding Interest Determination Date (or, in the case of the first Interest
Determination Date, since the Issue Date).

No Workout Extension of If the conditions for Workout Extension are not prevailing on the
Maturity: Scheduled Maturity Date, the Early Redemption Date or the Grace
Period Extension Date, as applicable, the Outstanding Principal Amount
of the Notes will be due and payable and, in the absence of an Event of
Default, each Note will be redeemed at its pro rata share of the
Outstanding Principal Amount on such date, together with accrued
interest, if any, to (but excluding) such date. There will be no Deferred
Principal Adjustment Amount under these circumstances.

Workout Extension of If the conditions for Workout Extension are prevailing on the Scheduled
Maturity: Maturity Date, the Early Redemption Date or the Grace Period Extension
Date, as applicable, payment of some or all of the principal in respect of
the Notes will be subject to deferral from such date to one or more
Interest Payment Dates thereafter. The portion of the Outstanding
Principal Amount represented by the Deferred Principal Adjustment
Amount will not be due and payable on such date. Under certain
circumstances, the Deferred Principal Adjustment Amount may exceed
the Outstanding Principal Amount of the Notes, and for each Interest
Payment Date after the Scheduled Maturity Date, the Early Redemption
Date or the Grace Period Extension Date, as applicable, on which this
condition persists, no amounts will be payable in respect of principal of
the Notes. Any excess of the Outstanding Principal Amount over the
Deferred Principal Adjustment Amount on such an Interest Payment Date
will, however, be due and payable and, in the absence of an Event of
Default, each Note will be redeemed in part to the extent of its pro rata
share of the excess on such date, together with accrued interest, if any,

21
 to (but excluding) such date. The Outstanding Principal Amount of the
Notes will be reduced by the amount of any such payment (exclusive of
amounts of interest).

On one or more Interest Payment Dates thereafter, as Recovery

Determination Amounts (if any) and Adjustment Amounts (if any) are
determined, the Deferred Principal Adjustment Amount will be subject to
reduction. Depending upon the incidence of Credit Events and the rate
of completion of workouts in respect of Defaulted Reference Obligations
(as defined below) and upon the aggregate of the associated Defaulted
Notional Amounts, there may be no Recovery Determination Amounts or
Adjustment Amounts remaining to be determined on any one or more
such Interest Payment Dates, or the determination of such amounts may
not result in the reduction of the Cumulative Net Loss Amount to a level
below the Detachment Amount. In such circumstances, there will be no
(further) payments in respect of principal on the Notes on such Interest
Payment Dates.

If, however, and for so long as, Recovery Determination Amounts and
Adjustment Amounts remain to be determined, such that the Deferred
Principal Adjustment Amount may decline to an amount less than the
prevailing Outstanding Principal Amount, the Notes will remain
outstanding and then, as the Calculation Agent determines such
amounts, (further) payments in respect of principal on the Notes will, in
the absence of an Event of Default, take place on one or more Interest
Payment Dates thereafter, in each case in an amount equal to the
excess of the Outstanding Principal Amount over the Deferred Principal
Adjustment Amount on such date, with each Note being redeemed in part
to the extent of its pro rata share of the excess on such date, together
with accrued interest, if any, to (but excluding) such date. The
Outstanding Principal Amount of the Notes will be reduced by the amount
of any such payment (exclusive of amounts of interest).

Deferred Principal With respect to the Scheduled Maturity Date or the Early Redemption
Adjustment Amount: Date, as applicable, and each Interest Payment Date thereafter, the
"Deferred Principal Adjustment Amount" is (a) zero, if, on such date,
no Impaired Reference Obligations exist and no Defaulted Reference
Obligations exist in respect of which a Recovery Certification Date has
not occurred or (b) if the foregoing clause (a) does not apply, an amount
equal to the sum of (1) the aggregate of the Impaired Notional Amounts
of all Impaired Reference Obligations, (2) the aggregate of the Defaulted
Notional Amounts of all Defaulted Reference Obligations in respect of
which a Loss Calculation Amount has not yet been added to the
Cumulative Net Loss Amount (which would be the case if the Notice of
Accountant Certification had not been received as of the relevant date of
determination) and (3) the aggregate of the Guarantee Undrawn
Amounts of all Defaulted Reference Obligations that have not become
Liquidated Reference Obligations, in each case on such date.

Amounts included in the Deferred Principal Adjustment Amount will be

reduced: (a) by the Impaired Notional Amount of the related Impaired
Reference Obligation, (1) on the date that such Impaired Reference
Obligation is determined to be Cured or (2) if such Impaired Reference

22

Cumulative Net Loss Amount:
Cumulative Net Loss
Determination Amount:
Net Loss Calculation Amount:
Obligation becomes a Defaulted Reference Obligation, on the date that
the relevant Notice of Accountant Certification is received (in which case
the Outstanding Principal Amount of the Notes will be reduced on the
next Interest Payment Date in an amount equal to the resulting Defaulted
Notional Amount); (b) by the Defaulted Notional Amount of a Defaulted
Reference Obligation that was included in the Deferred Principal
Adjustment Amount because the related Loss Calculation Amount had
not been added to Cumulative Net Loss Amount, (1) on the date that the
relevant Notice of Accountant Certification is received (in which case the
Outstanding Principal Amount of the Notes will be reduced on the next
Interest Payment Date in an amount equal to the related Defaulted
Notional Amount) or (2) on the earlier of (A) the Legal Maturity Date and
(B) the date that it is conclusively determined that receipt of such Notice
of Accountant Certification will not be forthcoming; and (c) with respect to
the Guarantee Undrawn Amount of a Defaulted Reference Obligation,
the portion of such Guarantee Undrawn Amount (1) that is drawn, on the
date that such amount is added to the Defaulted Notional Amount of the
related Reference Obligation (in which case the Outstanding Principal
Amount of the Notes will be reduced on the next Interest Payment Date
in an amount equal to such increase in the Defaulted Notional Amount)
or (2) that remains undrawn, on the earlier of (A) the Legal Maturity Date
and (B) the date on which it is conclusively determined that such amount
will remain undrawn.
On the Scheduled Maturity Date, the Early Redemption Date or the
Grace Period Extension Date, as applicable, and on each Interest
Payment Date thereafter, an amount equal to the portion of the
Outstanding Principal Amount represented by the Deferred Principal
Adjustment Amount will not be due and payable but will be deferred for
payment, if at all, on a subsequent Interest Payment Date on which the
Deferred Principal Adjustment Amount is less than the Outstanding
Principal Amount.
On any date of determination, the "Cumulative Net Loss Amount"
equals the aggregate of the Net Loss Calculation Amounts as of the
immediately preceding Interest Determination Date; provided, however,
that it shall be a condition to the addition of any Net Loss Calculation
Amount to the Cumulative Net Loss Amount that a Notice of Accountant
Certification shall have been delivered in relation to the applicable
Defaulted Reference Obligations. On each Interest Determination Date
occurring after the Issue Date, the Calculation Agent will recompute the
Cumulative Net Loss Amount (as the aggregate of the Net Loss
Calculation Amounts as of such date, subject to such condition).
95% of the Cumulative Net Loss Amount.
On any date of determination with respect to any Reference Obligation,
the "Net Loss Calculation Amount" equals the Loss Calculation
Amount thereof and, if a Recovery Amount has been determined in
respect thereof, minus such Recovery Amount.
23
Net Loss Determination 95% of the Net Loss Calculation Amount.
Amount:

Loss Calculation Amount: With respect to a Defaulted Reference Obligation on any date of
determination, an amount equal to the Defaulted Notional Amount
thereof; it being understood that any increase in the Defaulted Notional
Amount after the Event Determination Date shall result in the
determination of a Loss Calculation Amount equal to the amount of such
increase on the Interest Determination Date next following the date of
such determination; it being further understood that, in connection with
any such increase, delivery of only one single Notice of Accountant
Certification in connection with the related Defaulted Reference
Obligation shall be a condition to the allocation of all relevant changes (if
any) in the Cumulative Net Loss Amount to reduce the Outstanding
Principal Amount of the Notes.

Loss Determination Amount: 95% of the Loss Calculation Amount.

Defaulted Reference "Defaulted Reference Obligation" means a Reference Obligation with

Obligation: respect to which an Event Determination Date has occurred. A Defaulted
Reference Obligation will be removed from the portion of the Reference
Obligation List evidencing the Reference Portfolio upon the occurrence of
the Event Determination Date in respect thereof.

Defaulted Notional Amount: With respect to a Defaulted Reference Obligation on any date of
determination, the "Defaulted Notional Amount" is an amount equal to
the lesser of:

(a) the Reference Obligation Notional Amount thereof on the Event

Determination Date, and

(b) an amount equal to the aggregate drawn amount of such

Reference Obligation to which all relevant DBAG Group Entities
are exposed (without regard to whether the Issuer is one of such
relevant DBAG Group Entities) on the relevant Event
Determination Date plus, in the case of a Reference Obligation or
any portion thereof comprising one or more Guarantee
Reimbursement Obligations, the aggregate amount of Guarantee
Reimbursement Obligations arising out of drawings made under
Guarantees after the Event Determination Date and on or prior to
such date of determination, in each case determined from
DBAG's books and records for financial and regulatory reporting
purposes and in each case converted by the Calculation Agent, if
applicable, from the denomination currency into Euros at the
Relevant FX Rate, on the relevant Event Determination Date as
stated in or pursuant to the applicable Credit Event Notice. With
respect to a Defaulted Reference Obligation for which all or part
of the related payment claim is not denominated in Euros, the
Defaulted Notional Amount, once determined, will not be subject
to change based on subsequent changes in the Relevant FX
Rate.

24
Liquidated Reference "Liquidated Reference Obligation" means a Defaulted Reference
Obligation: Obligation with respect to which a Recovery Amount has been
determined. On any date, upon a determination of a Recovery Amount
for any Defaulted Reference Obligation, the Calculation Agent shall
amend the Reference Obligation List accordingly to indicate that such
Defaulted Reference Obligation has become a Liquidated Reference
Obligation.

Recovery Amount: With respect to any Defaulted Reference Obligation, the product of (i) the
Defaulted Notional Amount of such Defaulted Reference Obligation and
(ii) the Recovery Price of such Defaulted Reference Obligation.

Recovery Determination 95% of the Recovery Amount.

Amount:

Recovery Price: With respect to any Defaulted Reference Obligation, the "Recovery
Price" is the percentage obtained by dividing all Actual Recoveries in
respect thereof by the related Defaulted Notional Amount, in each case
as of the related Recovery Determination Date.

Actual Recoveries: For each Defaulted Reference Obligation, "Actual Recoveries" refers to
the amount recovered and applied to extinguish claims in respect of
principal or interest upon a work-out of such Reference Obligation
(including, where the relevant DB Servicer determines to effect a sale of
such Reference Obligation pursuant to a sale of the interest of the
relevant DBAG Group Entity in such Reference Obligation in accordance
with its applicable credit and collection policies and applicable law), it
being understood that any amount due in respect of principal or interest
that is forgone as part of the work-out process by or on behalf of the
relevant DB Servicer in relation to a restructured Defaulted Reference
Obligation does not constitute a recovery. All work-out processes will be
conducted by the relevant DB Servicer and, with respect to any DB
Servicer, in accordance with its servicing practices prevailing from time to
time and shall be deemed to continue until the date on which either (a)
any relevant DBAG Group Entity (if any such entity is the holder of the
relevant Reference Obligation) shall have consummated the sale of such
Reference Obligation or determined in accordance with such servicing
practices that such Reference Obligation shall be written off (as reflected
in the relevant DBAG Group Entity's books and records) or (b) the formal
work-out process shall have been terminated (including, without
limitation, the date on which the related Reference Entity ceases to be
subject to any bankruptcy, insolvency or similar proceedings) (such date,
as determined by the Calculation Agent, the "Recovery Determination
Date").

In connection with the foregoing work-out processes, the Designated

Holder shall have the right, upon 14 Business Days prior written notice to
Issuer, to require that the Issuer cause the Sale Procedures be applied
on a Requested Sale Date to any Defaulted Reference Obligation for
which a Recovery Determination Date has not occurred; provided, if no
firm bids are received by application of the Sale Procedures, the Issuer
shall have no obligation to cause a sale of the related Defaulted
Reference Obligation. A "Requested Sale Date" means, with respect to

25
any Defaulted Reference Obligation for which a Recovery Determination
Date has not occurred, a Business Day which is not earlier than 24
months after the related Event Determination Date. Prior to the
consummation of any sale of a Defaulted Reference Obligation as
described in clause (a) of the last sentence of the preceding paragraph
(including in connection with a Requested Sale Date), the Issuer shall
notify the Noteholders of the expected sale proceeds to be received from
such sale (the "Last Look Amount") and shall provide the Designated
Holder with an opportunity to purchase such Defaulted Reference
Obligation for an amount equal to the Last Look Amount no later than 30
days after delivery of such notice from the Issuer indicating such Last
Look Amount. Any sale described in the preceding sentence shall be
effected by (i) the Issuer causing the creation of a non-voting
participation interest in the applicable Defaulted Reference Obligation in
favor of such Designated Holder or (ii) at the option of Issuer, Issuer
causing the assignment of the applicable Defaulted Reference
Obligations in favor of such Designated Holder and, in each case of the
foregoing clauses (i) and (ii), in the manner customary for the settlement
of a participation in, or assignment of, the applicable Defaulted
Reference Obligation, and subject to restrictions on the transfer of such
Defaulted Reference Obligations, including, without limitation, legal
restrictions, minimum denomination requirements, borrower consent
rights and confidentiality requirements.

Upon or promptly after the Recovery Determination Date, the Calculation

Agent shall determine the Recovery Amount using all information
available from each relevant DB Servicer as of the Recovery
Determination Date. The Calculation Agent will furnish its determination
of the Recovery Amount for each relevant Reference Obligation,
promptly after making such determination, to the Accountant, together
with information and documentation evidencing each of the calculations
necessary to make such determination. The Issuer agrees to procure
that the Calculation Agent and the Paying Agent receives a copy of a
notice from the Accountant (which notice shall be subject to the
assumptions, qualifications and limitations set forth therein) verifying the
computation of each Recovery Amount by the Calculation Agent and to
use commercially reasonable efforts to procure the delivery of such copy
to the Calculation Agent and the Paying Agent as soon as practicable
after determination by the Calculation Agent of the Recovery Amount.
With respect to any Recovery Amount, the day on which the Calculation
Agent and the Paying Agent receives such copy is the "Recovery
Certification Date".

Actual Recoveries:

(a) shall be calculated as of the Recovery Determination

Date by reference to the amount of principal, interest and other
amounts recovered in comparison with the Defaulted Notional
Amount and, for the avoidance of doubt, the Actual Recoveries
with respect to a Defaulted Reference Obligation shall not
exceed 100% of the Defaulted Notional Amount of such
Defaulted Reference Obligation,

26
(b) shall take into account as a component of loss the pro
rata share attributable to the Defaulted Notional Amount of any
fees or expenses duly incurred and paid to third parties in
respect of the recovery of the related Reference Obligation,

(c) shall not take into account any internal costs or fees of
Deutsche Bank AG or any affiliate thereof (or, if applicable, any
Agent Bank, unless duly and actually deducted from the
distribution of amounts by such Agent Bank),

(d) shall take into account in determining any loss (i) the
amount of any mandatory write-down imposed pursuant to
applicable law, rule or regulation and (ii) the market value of any
securities or other consideration received, in each case after the
occurrence of the relevant Credit Event, whether pursuant to any
restructuring, settlement or proceeding affecting such Reference
Obligation or otherwise with respect to such Reference
Obligation, in each case as determined by the relevant DB
Servicer,

(e) shall take account of the exercise of any rights of set off,
netting or combination of accounts in respect of the relevant
Reference Entity only if the set off, netting or combination of
accounts forms part of the enforcement of collateral in respect of
the related Reference Obligation,

(f) shall take into account in determining any loss of

principal or interest the "Collateral Allocation Principles" set forth
in Schedule E to Appendix I to this Offering Circular,

(g) to the extent that any amount recovered in respect of the

principal amount of the related Reference Obligation or in respect
of the interest accrued thereon is not denominated in Euros, shall
be calculated after converting any such amount recovered
between the Event Determination Date and the Recovery
Determination Date into Euros on the basis of the mid market
foreign exchange rate prevailing on the Relevant FX Date (as
defined in Schedule D to Appendix I to this Offering Circular) for
conversion of the relevant currency into Euros fixed by Deutsche
Bank AG for its own foreign exchange transactions pursuant to
its standard internal procedures, and

(h) for the avoidance of doubt, need not take account of (i)
any determination made in respect of any "Cash Settlement
Amount" (as defined in any Relevant Definitions) received by any
DBAG Group Entity as a "Buyer" (as so defined) in relation to a
"Credit Derivative Transaction" (as so defined), other than the
hypothetical credit default swap comprising the Notional CDS
Confirmation, relating to any "Obligation" (as so defined) that is
also a Reference Obligation hereunder or (ii) the existence of any
such Credit Derivative Transaction.

27
Sales Procedures: The Sale Procedures will be conducted by the Issuer (acting through the
DB Servicer) to effect either (i) a sale of a Defaulted Reference
Obligation on any Requested Sale Date and (ii) a sale of the Defaulted
Reference Obligations in respect of which the Recovery Amount has not
been determined as of the 30th Business Day prior to the Legal Maturity
Date, subject to restrictions on the transfer of such Defaulted Reference
Obligations, including, without limitation, legal restrictions, borrower
consent rights and confidentiality requirements. In conducting the Sale
Procedures, the Issuer (acting through the DB Servicer) shall cause each
relevant entity within the DBAG Group to solicit firm bid quotations for the
sale of the applicable Defaulted Reference Obligation in accordance with
the bid process described below. The sale proceeds received in
connection with the Sale Procedures shall constitute Actual Recoveries
in respect of the applicable Defaulted Reference Obligation. In
connection with the Sale Procedures, the Issuer (acting through the DB
Servicer) shall cause each relevant entity within the DBAG Group (in
accordance with the relevant documentation) to Deliver such obligations
to the winning bidder or bidders.

The Issuer (acting through the DB Servicer) shall conduct a bid process
as if the "Final Price" pursuant to Article VII of the Relevant Definitions
were being determined in respect of the applicable Defaulted Reference
Obligation. Upon determination of the "Final Price" in respect of the
applicable Defaulted Reference Obligation, the Issuer (acting through the
DB Servicer) shall cause the sale of such Defaulted Reference Obligation
for an amount equal to the product of: (i) the Quotation Amount for such
Defaulted Reference Obligation and (ii) the Final Price, subject to a
minimum of zero.

Solely for purposes of the Sale Procedures and determining a "Final

Price" as described above, the following terms set forth in Article VII of
the Relevant Definitions have the following meanings (and, the provisions
of Article VII of the Relevant Definitions shall be applied separately to
each applicable Defaulted Reference Obligation for purpose of
determining the related "Final Price"):

Valuation Date: Single Valuation Date:

A Business Day selected by the Issuer (acting through the DB Servicer)

not later than the 21st Business Day immediately prior to the Legal
Maturity Date or, in connection with a Requested Sale Date, such
Requested Sale Date.

Quotation Method: Bid.

Quotation Amount: the lesser of (i) the Defaulted Notional Amount and
(ii) the Defaulted Notional Amount minus the Recovery Amount in respect
of the Defaulted Reference Obligation received prior to the Valuation
Date.

Minimum Quotation Amount: not applicable.

28
Dealers: two Group A Eligible Dealers plus (x) either (1) one Group A
Eligible Dealer or (2) one Group B Eligible Dealer, in each case as
selected by the Calculation Agent in its discretion; provided however, that
if at any time there are fewer than two Group A Eligible Dealers, the
Calculation Agent in its discretion may select one Group A Eligible Dealer
and two Group B Eligible Dealers, and if three or fewer Eligible Dealers
remain, such Eligible Dealers as remain.

Eligible Dealers: each of the following dealers (and its respective

relevant affiliates and successors) identified as "Group A Eligible
Dealers" and "Group B Eligible Dealers":

Group A Eligible Dealers

Bank of America
Barclays Bank
BNP Paribas
Cantor Fitzgerald
Citibank
Credit Suisse
Daiwa
Goldman, Sachs & Co.
HSBC
ING
Jefferies & Co.
JPMorgan Chase Bank
Mizuho
Morgan Stanley
Nomura International
Royal Bank of Canada
Royal Bank of Scotland
Société Générale
UBS

Group B Eligible Dealers

Aladdin Capital
Angelo Gordon & Company
Appaloosa Management, L.P.
Apollo Capital Management, L.P.
Australian & New Zealand Banking Group
Banco Santander
BlackRock Inc.
Blackstone Group, L.P.
Calyon
Canadian Imperial Bank of Commerce
Cargill Financial Services
Cerberus Partners
Commonwealth Bank of Australia
Commerzbank
Danske Bank
Dexia Bank
Elliot Management Corporation

29
Franklin Mutual Advisors, LLC
Legal and General Investment Management Limited
Macquarie Bank
Mitsubishi UFJ
National Australia Bank Limited
National Bank of Greece
Nordea Bank Finland
Oaktree Capital Management LLC
Primus Asset Management, Inc.
Standard Chartered Bank
Standard Bank
Sumitomo Mitsui Banking Corporation
Westpac

From time to time and upon notice by the Issuer to the Calculation Agent,
the Paying Agent and the Holders of the Notes, the Calculation Agent
may add dealers or fund managers to the list of Eligible Dealers. Upon
an Eligible Dealer no longer being in existence (with no successors), the
Calculation Agent will appoint another Eligible Dealer.

Full Quotation: each firm bid quotation (exclusive of accrued and unpaid
interest), expressed as a percentage, obtained from a Dealer in respect
of a Valuation Date, to the extent reasonably practicable, for an amount
of the Reference Obligation with an outstanding principal and unpaid
interest amount or due and payable Amount (as the case may be) equal
to the Quotation Amount.

Solicitation of Quotations: Notwithstanding anything to the contrary in

the Relevant Definitions, in respect of each Defaulted Reference
Obligation subject to the Sale Procedures, the Calculation Agent shall
attempt to obtain Full Quotations in respect of the Valuation Date from
each of the Dealers. Quotations shall be sought on the Quotation
Amount.

Section 7.7(c)(iii) of the Relevant Definitions shall apply with respect to all
Quotations.

In seeking Quotations for any Reference Obligation for which the consent
of the relevant Reference Entity for its Delivery is required, the
Calculation Agent (or any third party appointed by the Calculation Agent)
will furnish each Dealer, in relation to such Reference Obligation, with:

(i) the name of the Reference Entity;

(ii) the contact details of the person at the Reference

Obligor and/or the Reference Obligation Guarantor, as the case
may be, who needs to be contacted in order to obtain any such
consent;

(iii) a description of any guarantee or surety arrangements;

(iv) a description of the principal covenants;

30
 (v) the maturity date;

(vi) the amortization schedule (if any);

(vii) the applicable interest rate; and

(viii) the effective date of the Reference Obligation.

"Deliver" means to deliver, novate, transfer, assign or sell, as

appropriate, in the manner customary for the settlement of the applicable
Reference Obligation (which shall include executing all necessary
documentation and taking any other necessary actions), in order to
convey all right, title and interest in such Reference Obligation free and
clear of any and all liens, charges, claims or encumbrances (including,
without limitation, any counterclaim, defense (other than a counterclaim
or defense based on the factors set forth in Section 4.1(a) through (d) of
the Relevant Definitions) or right of set off by or of the Reference Entity);
provided that to the extent that any Reference Obligation consists of a
Direct Loan Participation, "Deliver" means to create (or procure the
creation of) a participation in favor of another person. "Delivery" will be
construed accordingly.

Valuation Method: Highest

If, on the Scheduled Maturity Date or the Early Redemption Date, as

applicable, there shall remain any Impaired Reference Obligations or any
Defaulted Reference Obligations in respect of which the Recovery
Certification Date has not occurred, and the Deferred Principal
Adjustment Amount is consequently greater than zero, then the
provisions set forth herein with respect to the determination (including in
respect of an Actual Recovery) of the Recovery Amount will continue in
effect in relation to such obligations (in the case of any such Impaired
Reference Obligations, in the event that they become Defaulted
Reference Obligations). If no Recovery Amount has been determined for
any Defaulted Reference Obligations by the date falling 30 Business
Days prior to the Legal Maturity Date, the Issuer (acting through the
relevant DB Servicer) shall cause the Sale Procedures to be applied to
such obligations with the settlement for the related sale to occur not later
than the Legal Maturity Date and, upon the completion of the Sale
Procedures in respect of such obligations, the Issuer (acting through the
relevant DB Servicer) shall cause the sale of such obligations at the
highest price obtained pursuant to the Sale Procedures, which shall
include any sale of such obligations at the Last Look Amount (with the
sale proceeds therefrom constituting Actual Recoveries). If the Issuer
(acting through the relevant DB Servicer) does not receive any firm bids
in respect of a Defaulted Reference Obligation pursuant to the Sale
Procedures, then: (i) the Recovery Price for any such Defaulted
Reference Obligation on the Legal Maturity Date shall be based solely
upon the Actual Recoveries determined prior to the Legal Maturity Date
and (ii) the Legal Maturity Date shall be the Recovery Determination Date
and the Recovery Certification Date for such Defaulted Reference
Obligation.

* * *
31
Credit Events: For purposes of the Notes, a "Credit Event" with respect to any Reference
Obligation is either of the following events:

(a) Failure to Pay. The failure by a Reference Entity (after the

expiration of the longer of (i) any applicable grace period (after the
satisfaction of any conditions precedent to the commencement of such
grace period) and (ii) fourteen calendar days) to make, when and where
due, any payments in respect of interest, fees (in respect of commitments
to make advances, issue letters of credit or otherwise to provide credit
services, however described, under revolving credit facilities or other
similar credit agreements, but excluding arrangement fees or other similar
fees not directly related to the availability or extension of credit or credit
related services) or principal under a Reference Obligation in accordance
with the terms of such Reference Obligations at the time of such failure in
an aggregate amount of not less than the lesser of €10,000 and the
putative Defaulted Notional Amount on the date of the relevant Failure to
Pay (or in respect of a Reference Obligation denominated in a currency
other than Euros, such amount converted into the currency of
denomination of the relevant Reference Obligation at the Relevant FX
Rate as of the immediately preceding Reset Date in respect of such
Reference Obligation (or, if no such Reset Date has occurred prior to the
date of the relevant Failure to Pay, as of the immediately preceding
Relevant Date for such Reference Obligation)); or

(b) Bankruptcy. A Reference Entity (i) is dissolved (other than

pursuant to a consolidation, amalgamation or merger); (ii) becomes
insolvent or is unable to pay its debts or fails or admits in writing in a
judicial, regulatory or administrative proceeding or filing its inability
generally to pay its debts as they become due; (iii) makes a general
assignment, arrangement or composition with or for the benefit of its
creditors; (iv) institutes or has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors' rights,
or a petition is presented for its winding-up or liquidation, and, in the case
of any such proceeding or petition instituted or presented against it, such
proceeding or petition (1) results in a judgment of insolvency or bankruptcy
or the entry of an order for relief or the making of an order for its winding-
up or liquidation or (2) is not dismissed, discharged, stayed or restrained in
each case within thirty calendar days of the institution or presentation
thereof; (v) has a resolution passed for its winding-up, official management
or liquidation (other than pursuant to a consolidation, amalgamation or
merger); (vi) seeks or becomes subject to the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee,
custodian or other similar official for it or for all or substantially all its
assets; (vii) has a secured party take possession of all or substantially all
its assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all
its assets and such secured party maintains possession, or any such
process is not dismissed, discharged, stayed or restrained, in each case
within thirty calendar days thereafter; or (viii) causes or is subject to any
event with respect to it which, under the applicable laws of any jurisdiction,
32
 has an analogous effect to any of the events specified in clauses (i) to (vii)
(inclusive).

The Credit Event that is the subject of the Credit Event Notice need not be
continuing on the Event Determination Date.

Restructuring: For the purposes of the Notes, Restructuring (as defined in any Relevant
Definitions) shall not be one of the applicable Credit Events.

Credit Event Notice: In connection with any Credit Event, a "Credit Event Notice" means an
irrevocable notice from the Issuer, or the Credit Event Monitoring Agent, to
the Calculation Agent and the Paying Agent and that describes a Credit
Event that has not been remedied or waived as of the date of such Credit
Event Notice and occurred at or after 12:01 a.m., Greenwich Mean Time,
on the Issue Date and at or prior to 11:59 p.m. Greenwich Mean Time, on
the later of:

(a) the earlier to occur of (i) the Scheduled Maturity Date and (ii) the
Early Redemption Date, if applicable; and

(b) the Grace Period Extension Date if:

(i) the Credit Event that is the subject of the Credit Event
Notice is a Failure to Pay that occurs after such applicable date;
and

(ii) the Potential Failure to Pay with respect to such Failure to

Pay occurs at or prior to 11:59 p.m., Greenwich Mean Time, on
such applicable date.

A Credit Event Notice must (i) contain a description in reasonable detail of

the facts relevant to the determination that a Credit Event has occurred
and (ii) specify the date on which the Credit Event occurred and the
Reference Obligation in respect of which such Credit Event occurred. A
Credit Event Notice may be delivered between 9:00 a.m. and 4:00 p.m.
(Frankfurt time) on any Business Day. If a Credit Event Notice is delivered
to the Calculation Agent or the Paying Agent after 4:00 p.m. (Frankfurt
time) on a Business Day or on a day which is not a Business Day, such
Credit Event Notice shall be deemed delivered on the immediately
following Business Day.

Notice of Accountant In respect of each Defaulted Reference Obligation, the Credit Event
Certification: Monitoring Agent shall cause the Accountant to deliver to the Calculation
Agent and the Paying Agent an irrevocable notice, which shall be subject
to the assumptions, qualifications and limitations set forth therein (the
"Notice of Accountant Certification"), containing a certification, upon
completion of the procedures to be carried out by the Accountant pursuant
to the Accountant's Letter (the "Agreed Upon Procedures") in respect of
the relevant Defaulted Reference Obligation, (a) confirming that such
Defaulted Reference Obligation satisfied those Reference Obligation
Eligibility Criteria set out in a letter agreement between the Accountant
and the Issuer (the "Accountant's Letter") as to be verified by the
Accountant on the applicable Eligibility Test Date and, if added to the

33
 Reference Portfolio (or where any Reference Obligation Notional Amount
is increased) pursuant to a Replenishment, did not (taken together with
any other Reference Obligation added to the Reference Portfolio on the
same Replenishment Date) contravene the Replenishment Conditions set
out in the Accountant's Letter as to be verified by the Accountant on the
related Replenishment Date, (b) confirming that the Credit Event identified
in the Credit Event Notice occurred (based, in the absence of publicly
available information to such effect, upon a certificate of a vice president
or officer of comparable authority of the relevant DB Servicer) and (c)
verifying the computation of the relevant Loss Determination Amount. All
Defaulted Reference Obligations with respect to any Reference Entity may
be identified (and computational verification for all such Defaulted
Reference Obligations set forth) in a single Notice of Accountant
Certification relating to such Reference Entity. The Notice of Accountant
Certification delivered to the Calculation Agent and the Paying Agent shall
be conclusive and binding for all purposes, absent manifest error.
Delivery of a Notice of Accountant Certification in respect of a Defaulted
Reference Obligation is a condition to the allocation of any change in the
Cumulative Net Loss Amount relating to such Defaulted Reference
Obligation to reduce the Outstanding Principal Amount of the Notes.

Accountant: The "Accountant" is Pricewaterhouse Coopers, Deloitte Touche

Tohmatsu, Ernst & Young, KPMG or any other firm of independent
accountants of internationally recognized standing as may be appointed
by the Calculation Agent from time to time with the consent of the
Designated Holder (such consent not to be unreasonably withheld).

Impairment Notice: An "Impairment Notice" is an irrevocable notice by the Credit Event

Monitoring Agent to the Calculation Agent and the Paying Agent on or
prior to the Business Day immediately preceding the Scheduled Maturity
Date or the Early Redemption Date, as applicable, that a Potential Failure
to Pay has occurred and has neither been Cured nor become a Failure to
Pay Credit Event nor is capable of becoming a Failure to Pay Credit Event
on or prior to such applicable date. An Impairment Notice must (a) contain
a description in reasonable detail of the facts relevant to the determination
that a Potential Failure to Pay has occurred that cannot become a Failure
to Pay Credit Event on or prior to the Scheduled Maturity Date or the Early
Redemption Date, as applicable, and (b) specify the date on which the
Potential Failure to Pay occurred and the Reference Obligation in respect
of which such Potential Failure to Pay occurred. An Impairment Notice
may be delivered between 9:00 a.m. and 4:00 p.m. (Frankfurt time) on
any Business Day occurring less than 90 calendar days prior to the
Scheduled Maturity Date or the Early Redemption Date, as applicable. If
an Impairment Notice is delivered to the Paying Agent after 4:00 p.m.
(Frankfurt time) on a Business Day or on a day which is not a Business
Day, such Impairment Notice shall be deemed delivered on the
immediately following Business Day.

"Impaired Reference Obligation" means a Reference Obligation with

respect to which an Impairment Notice has been duly delivered by the
Credit Event Monitoring Agent to the Calculation Agent and the Paying
Agent but which has not become a Defaulted Reference Obligation.

34
 If an Impairment Notice is delivered and the related Potential Failure to
Pay is Cured, then the Impairment Notice delivered in relation thereto
shall, with effect from the Interest Payment Date immediately following the
day on which the Issuer determines that such Potential Failure to Pay was
Cured, be deemed to be rescinded and shall have no effect, and each
Impaired Reference Obligation that was the subject of such Impairment
Notice shall remain in the Reference Portfolio. The Credit Event
Monitoring Agent shall provide notice to the Calculation Agent and the
Paying Agent in writing promptly after it knows of any such Cure.

Impaired Notional Amount: With respect to an Impaired Reference Obligation on any date of
determination, the lesser of:

(a) the Reference Obligation Notional Amount thereof on the date the
relevant Potential Failure to Pay occurred, and

(b) the aggregate drawn amount of the Reference Obligation to which

all relevant DBAG Group Entities are exposed (without regard to whether
the Issuer is one of such relevant DBAG Group Entities) on the date the
relevant Potential Failure to Pay occurred plus, in the case of a Reference
Obligation or any portion thereof comprising one or more Guarantee
Reimbursement Obligations, the aggregate amount of Guarantee
Reimbursement Obligations arising out of drawings made under
Guarantees after the date the relevant Potential Failure to Pay arose and
on or prior to such date of determination, in each case determined from
DBAG's books and records for financial and regulatory reporting purposes
and in each case converted by the Calculation Agent, if applicable, from
the denomination currency into EUR at the Relevant FX Rate on the date
the relevant Potential Failure to Pay occurred, as stated in or pursuant to
the applicable Impairment Notice. With respect to an Impaired Reference
Obligation for which the related payment claim is not denominated in EUR,
the Impaired Notional Amount, once determined, will not be subject to
change based on subsequent changes in the Relevant FX Rate.

Cured: "Cured" means, in relation to a Potential Failure to Pay, the indefeasible

payment in full by any Reference Obligor, any Reference Obligation
Guarantor or otherwise (but, for the avoidance of doubt, excluding any
payment made by any "Seller" (as defined in any Relevant Definitions)
under a "Credit Derivative Transaction" (as so defined)), other than the
hypotheticalcredit default swap comprising the Notional CDS Confirmation,
of the amount of the obligation that was the subject of such Potential
Failure to Pay (together with any contractual interest on past due
amounts), prior to the end of the Notice Delivery Period. None of (a) a
reduction in the rate or amount of interest payable or the amount of
scheduled interest accruals; (b) a reduction in the amount of principal or
premium payable at maturity or at scheduled redemption dates; and (c) a
postponement or other deferral of a date or dates for either (i) the payment
or accrual of interest or (ii) the payment of principal or premium shall in
any event result, in and of itself, in a Potential Failure to Pay being Cured.

"Relevant Definitions" means either the 1999 Credit Derivatives

Definitions as published by the International Swaps and Derivatives
Association, Inc. ("ISDA") in 1999 or the 2003 ISDA Credit Derivatives

35
 Definitions as published by ISDA in 2003 (each as supplemented from
time to time thereafter).

"Potential Failure to Pay" means the failure by the relevant Reference

Entity to make, when and where due, any payments in an aggregate
amount of not less than the lesser of €10,000 and the putative Defaulted
Notional Amount on the date of the relevant Potential Failure to Pay (or in
respect of a Reference Obligation denominated in a currency other than
Euros, such amount converted into the currency of denomination of the
relevant Reference Obligation at the Relevant FX Rate as of the
immediately preceding Reset Date in respect of such Reference
Obligation (or, if no such Reset Date has occurred prior to the date of the
relevant Potential Failure to Pay, as of the immediately preceding
Relevant Date for such Reference Obligation)), without regard to any
grace period or any conditions precedent to the commencement of any
grace period applicable to such Reference Obligation, in accordance with
the terms of such Reference Obligation at the time of such failure.

Event Determination Date: "Event Determination Date" means, in relation to a Credit Event, the date
on which the related Credit Event Notice is delivered (or deemed
delivered) by either the Issuer or the Credit Event Monitoring Agent to the
Calculation Agent and the Paying Agent.

Credit Observation Period: The "Credit Observation Period" is the period from and including the
Issue Date to and including the Extension Date.

Notice Delivery Period: The period from and including the Issue Date to and including the date
that is fourteen calendar days after the Extension Date.

Extension Date: The later of (a) the Scheduled Maturity Date or, if applicable, the Optional
Redemption Date and (b) the Grace Period Extension Date if an
Impairment Notice is duly delivered.

Adjustment Amounts: If, after the relevant Recovery Determination Date, additional amounts are
recovered, or amounts previously recovered are subject to adjustment, in
each case by a Servicer or other relevant DBAG Group Entity from any
Reference Collateral or otherwise in respect of any Liquidated Reference
Obligation (in each case prior to the Maturity Date as reasonably
determined by the Calculation Agent, including based upon any pertinent
information furnished by the Servicer or other relevant DBAG Group Entity
or the Accountant), then the following shall occur:

The Calculation Agent shall calculate (a) the Recovery Amount that should
rightfully have been determined, minus (b) the Recovery Amount that was
actually determined (the result of (a) minus (b), the "Adjustment
Amount"); and if 95% of the Adjustment Amount (such amount, the
"Adjustment Determination Amount") is greater than zero, (or less than
zero, as the case may be), then on the Interest Payment Date next
succeeding the day that the Calculation Agent so notifies the Paying
Agent, the Cumulative Net Loss Determination Amount will be reduced (or
will be increased, respectively) by the Adjustment Determination Amount.

36
Early Tender of Your Notes: You may only tender your Notes to Deutsche Bank or an affiliate of
Deutsche Bank prior to the Scheduled Maturity Date if Deutsche Bank or
such affiliate, in its sole discretion, decides to permit it. Any such tenders
will be on such terms (including with respect to price) as Deutsche Bank or
its affiliate sets, in its sole discretion, based on market conditions at the
time. The procedures and terms applicable to any such tenders will be set
forth in a supplement to the Agency Agreement entered into in accordance
with the terms of the Agency Agreement. See "Conditions of the
Notes―Amendments and Waiver" in this Offering Circular. In connection
with any early tender, you will be required to confirm in writing the terms of
such early tender. Notwithstanding the foregoing, you may transfer your
Notes in accordance with the transfer restrictions set forth herein. For
more detailed information on the transfer restrictions, please refer to the
"Transfer Restrictions" section of this Offering Circular.

If you tender a Note prior to the Scheduled Maturity Date, you may,
depending upon market conditions, forfeit a substantial portion of
your investment. Other than your ability to tender or transfer your
Notes as described above, there is no market for the Notes.
Accordingly, the Notes are not liquid instruments.

* * *

Downgrade Trigger and

Pledged Account Funding
and Withdrawal On the date of this Offering Circular, the long term unsecured and
unsubordinated debt and deposits of Deutsche Bank AG are assigned
ratings of "A" by S&P and "A2" by Moody's.

If, as of any date, the long term unsecured and unsubordinated debt or
deposits of Deutsche Bank AG cease to satisfy the Required Rating Test,
then within 30 calendar days after the date on which Deutsche Bank AG
ceases to satisfy the Required Rating Test, the Issuer shall be obligated
to, or, if as of any date the Issuer chooses, solely at the Issuer's option, to
cause to be deposited with a depository institution whose long term
unsecured and unsubordinated debt or deposits have ratings assigned by
S&P and Moody's that satisfy the Required Rating Test an amount from
time to time such that the funds in the related Pledged Account equal to
the sum of the Outstanding Principal Amount of the Notes and the Spread
Amount for the following two Interest Payment Dates. If as of such date
the long term unsecured and unsubordinated debt or deposits of Deutsche
Bank AG continue to satisfy the Required Rating Test, the funds in such
Pledged Account with the new depository institution shall not include the
Spread Amount for the following two Interest Payment Dates. An account
opened by the Issuer with such a depository institution will be credited with
such deposit and such account will be pledged by the Issuer to secure its
obligations in respect of the Notes. Any account so opened and pledged
will be the "Pledged Account." The Issuer will be required to maintain a
balance standing to the credit of the Pledged Account not less than the
Outstanding Principal Amount of the Notes from time to time. The Issuer
will have the right to withdraw from the Pledged Account, from time to
time, both (a) interest credited thereto and (b) any excess of the balance
standing to the credit thereof over the Outstanding Principal Amount of the

37
 Notes. If, on any Interest Payment Date, the Outstanding Principal
Amount of the Notes is increased (after giving effect to any payments of
principal on such Interest Payment Date) from the immediately preceding
Interest Payment Date, then the Issuer will be required to deposit
additional funds to increase the balance standing to the credit of the
Pledged Account on and after such Interest Payment Date.

Required Rating Test: "Required Rating Test" shall be satisfied, with respect to any person and
a date of determination, if the unsecured unsubordinated long-term debt or
deposit rating of such person is "BBB+" or better by S&P or "Baa1" or
better by Moody's.

"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's
Financial Services LLC business, or any relevant affiliate thereof or any
successor to the credit rating business thereof.

"Moody's" means Moody's Investors Service, Inc. or any relevant affiliate

thereof or any successor to the credit rating business thereof.

Minimum Denomination: €500,000, and integral multiples of €1 in excess thereof.

How to Purchase Notes: Orders to purchase Notes must be received by a Placement Agent by 4:00
p.m. New York City time on the Trade Date, subject to acceptance in
whole or in part by the relevant Placement Agent in its sole discretion.

Should you execute any transactions, you should contact your authorized
salesperson with any questions, or the relevant Placement Agent.

Listing: Application has been made to the Irish Stock Exchange for the Notes to be
admitted to the Official List and to trading on the Global Exchange Market
of the Irish Stock Exchange as promptly as practicable after the Issue
Date. There can be no assurance that such listing will be maintained.
The issuance, sale and settlement of the Notes on the Issue Date is not
conditioned on the admission of the Notes to the Official List of the Irish
Stock Exchange and to trading on the Global Exchange Market.

Forced Sale and Under the Foreign Account Tax Compliance Act provisions commonly
Withholding Pursuant to referred to as "FATCA", the Issuer may require each Noteholder to provide
FATCA: certifications and identifying information about itself and certain of its
owners. The Issuer may force the sale of a Notes held by a Noteholder
that fails to provide the required information (and such sale could be for
less than its then fair market value). In addition, the failure to provide such
information, or the failure of certain non-U.S. financial institutions to
comply with FATCA, may compel the Issuer to withhold on payments to
such holders (and the Issuer will not pay any additional amounts with
respect to such withholding). "FATCA" means "Sections 1471 through
1474 of the Code, any final current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section
1471(b) of the Code, or any U.S. or non-U.S. fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental
agreement entered into in connection with either the implementation of
such Sections of the Code or analogous provisions of non-U.S. law.

38
Tax Considerations: We and, by your purchase of the Notes, you agree to treat the Notes as
debt instruments not subject to the contingent payment debt instrument
rules for U.S. federal income tax purposes.

* * *

___________________________

Certain Considerations for Investors

Investment in the Notes is suitable only for investors who can bear the risks associated with lack of
liquidity in the Notes and the financial and other risks associated with an investment in the Notes.

The Notes are being offered only (I) in accordance with Rule 144A under the Securities Act to, or for the
account or benefit of, persons that are both (a) "qualified institutional buyers" within the meaning of Rule
144A under the Securities Act and (b) "qualified purchasers" within the meaning of Section 2(a)(51) of the
Investment Company Act, in transactions meeting the requirements of Rule 144A under the Securities Act
and (II) outside the United States to persons that are not "U.S. Persons" as defined in Regulation S under
the Securities Act that are either (i) "qualified purchasers" within the meaning of Section 2(a)(51) of the
Investment Company Act or (ii) not "U.S. residents" within the meaning of the Investment Company Act in
offshore transactions in reliance on the exemption from registration contained in Regulation S under the
Securities Act.

This document is not intended as an offer or solicitation for the purchase or sale of the Notes in any
circumstance where such offer or solicitation is unlawful.

Notwithstanding anything herein to the contrary, you and each of your employees, representatives or
other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state
income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated
hereby and all materials of any kind (including opinions or other tax analyses) that are provided to you
relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S.
federal or state income tax strategy provided to you by the Placement Agent and its affiliates.

In this Offering Circular references to "EUR", "euro", "Euro" and "€" are to the currency introduced at the
start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing
the European Community, as amended, and references to "USD", "dollar", "Dollar", "$" or "U.S.$" are to the
lawful currency of the United States of America.

We have not authorized anyone to give you any information that is additional or different from that which is
contained in this Offering Circular. The information in this Offering Circular may only be accurate on the
date of this document.

We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their
issuance. If you purchase the Notes directly from us or from one of our affiliates, we or the relevant affiliate,
as applicable, will notify you of any changes in the terms of the Notes.

39
 TABLE OF CONTENTS

DESCRIPTION OF THE NOTES .................................................................................................................... 10

RISK FACTORS .............................................................................................................................................. 41
CONDITIONS OF THE NOTES ...................................................................................................................... 51
THE REFERENCE PORTFOLIO .................................................................................................................... 68
INFORMATION TABLES REGARDING THE REFERENCE PORTFOLIO .................................................... 71
REPLENISHMENT .......................................................................................................................................... 77
REFERENCE PORTFOLIO SERVICING ....................................................................................................... 83
CREDIT POLICIES AND PROCEDURES ...................................................................................................... 85
ABOUT THE ISSUER ..................................................................................................................................... 90
ENFORCEMENT OF CIVIL LIABILITIES ........................................................................................................ 90
AVAILABLE INFORMATION ........................................................................................................................... 91
HOW TO PURCHASE NOTES ....................................................................................................................... 91
PLAN OF DISTRIBUTION............................................................................................................................... 92
TRANSFER RESTRICTIONS ......................................................................................................................... 99
I. Rule 144A Notes ............................................................................................................................... 105
II. Reg S Notes ...................................................................................................................................... 109
ERISA MATTERS ......................................................................................................................................... 115
LISTING INFORMATION .............................................................................................................................. 116
ANNEX A ....................................................................................................................................................... 118
CERTAIN U.S. FEDERAL INCOME TAX AND GERMAN INCOME TAX CONSEQUENCES ..................... 118
ANNEX B ........................................................................................................................................................... 1
FORM OF PURCHASER REPRESENTATION LETTER FOR DEFINITIVE NOTES ...................................... 1
APPENDIX I ...................................................................................................................................................... 8
FORM OF NOTIONAL CDS CONFIRMATION ................................................................................................. 8
APPENDIX II ..................................................................................................................................................... 9
REFERENCE OBLIGATION LIST .................................................................................................................... 9

40
 RISK FACTORS

Investing in the Notes is speculative and involves certain risks, including the following, which you should
consider carefully before deciding to purchase the Notes.

Suitability

You should ensure that you understand the nature of the Notes and the extent of your exposure to risk, that
you have sufficient knowledge and experience and, if applicable, access to professional advisors to make
your own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Notes
and that you consider the suitability of the Notes as an investment in light of your own circumstances and
financial condition and the fact that you could lose your entire investment in the Notes.

Legality of Investment

You are, and Deutsche Bank AG (including the Placement Agents and its other affiliates) is not, responsible
for determining for yourself whether you have the legal power, authority and right to purchase the Notes.
None of the Issuer, the Placement Agents or any other DBAG Group Entity expresses any view as to
your legal power, authority or right to purchase the Notes. You are urged to consult your own legal, tax and
accounting advisors as to such matters. Deutsche Bank AG and its affiliates do not give legal, tax or
accounting advice.

Principal and Interest Payments – Your Credit Risk Exposure

If one or more Event Determination Dates occur, the Outstanding Principal Amount of the Notes will be
subject to reduction from time to time and consequently interest payments on the Notes could be calculated
based upon a principal amount which is less than the Initial Outstanding Principal Amount of the Notes,
beginning from the first Interest Payment Date following the relevant Event Determination Date, and
from time to time thereafter. If Recovery Determination Amounts and any relevant Adjustment
Determination Amounts are insufficient to reduce the Cumulative Net Loss Determination Amount to zero
on the Maturity Date, the Outstanding Principal Amount of the Notes will (having been reduced by increases
in the Cumulative Net Loss Determination Amount from time to time) be less than the Initial Outstanding
Principal Amount of the Notes and could be zero if the Cumulative Net Loss De term in a ti on Amount
exceeds the Detachment Amount on such date. The Notes explicitly bear the credit risk of the Reference
Obligations set forth in the Reference Obligation List. Investment in the Notes is suitable only for investors
who can bear such credit risk and the risks associated with lack of liquidity in the Notes and the financial,
credit, interest rate and other risks associated with an investment in the Notes.

Credit Risk of the Issuer

In addition to the credit risk of the Reference Portfolio, the Notes are subject to the credit risk of the
Issuer. Fluctuations in the Issuer's credit ratings and credit spreads may adversely affect the market
value of the Notes. Your investment in the Notes will be dependent on the Issuer's ability to pay all amounts
due on the Notes at maturity and on other relevant payment dates, and therefore you are subject to
the Issuer's credit risk for the entire period of your investment in the Notes and to changes in the market
view of the Issuer's creditworthiness. You risk losing all of your principal and interest if the Issuer
becomes insolvent.

41
The Notes will be subject to Credit Events that occur, from time to time, on and after the Issue
Date.
The Credit Observation Period commences on the Issue Date and will continue until the Extension Date. As
a consequence, you should conduct your own review of any recent developments with respect to credit
conditions that may affect any business prospects of the Reference Entities or the payment
performance of the Reference Obligations that may in each case evolve into a Credit Event after the
Issue Date.
No Noteholder Rights with respect to the Reference Obligations
The Issuer has no ability to control or predict the actions of any Reference Entity associated with the
Reference Obligations specified in the Reference Obligation List from time to time, including actions that
could affect the market value of or payment performance of the Notes. None of the money that Noteholders
pay to the Issuer will go to any such Reference Entity; no such Reference Entities will be involved in the
offering of the Notes in any way; and no such Reference Entities will have any obligation to consider the
Noteholders' interests in taking any actions that might affect the Reference Obligations or the market value
of the Notes. In their capacity as Noteholders, Noteholders will not have voting rights, rights to receive
distributions, rights to compel foreclosure on or the exercise of other remedies with respect to collateral (if
any) securing the Reference Obligations or any other rights with respect to the Reference Obligations or any
other obligations of any such Reference Entity. If a bankruptcy of a Reference Entity or a workout occurs
with respect to any Reference Obligation, you, as a Holder of Notes, unlike a holder of the underlying
Reference Obligation, will have no right to challenge or participate in any element of the bankruptcy
proceedings or workout negotiations. Consequently, your investment in the Notes may be riskier than a
corresponding direct investment in the underlying Reference Obligations.
Sole Discretion to Accept Commitments to Purchase Notes or Early Tender of Notes
The Issuer and the Placement Agents act in their sole discretion in determining whether to accept
commitments to purchase the Notes, whether to accept offers of early tender of the Notes and in
determining the terms of any such early tender of the Notes.
Calculation Agent's Discretion
The Calculation Agent exercises discretion in carrying out its duties with respect to the determination of
many factors that will affect payments on, and the market value of, the Notes. The Calculation Agent
cannot ascertain, and does not have any duty to take into account, your interests as a Noteholder.
Credit Event Monitoring Agent's Sole Discretion
When we act as Credit Event Monitoring Agent, we act in our sole discretion in determining whether and, if
so, when to notify the Paying Agent of the occurrence of a Credit Event by delivery of a Credit Event Notice.
When we determine whether or when a Potential Failure to Pay exists, or whether or when to deliver an
Impairment Notice, we also act in our sole discretion. When we determine whether a Potential Failure to
Pay has been Cured, and consequently whether a Credit Event has occurred and whether (and, if so,
when) a Credit Event Notice can be delivered, we act in our sole discretion.
Book-Entry Interests
Euroclear Bank S.A./N.A., as operator of the Euroclear System ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream") or their nominee will be the sole Noteholder for the Global Notes. After
payment in respect of principal of the Notes to Euroclear and Clearstream, we will have no responsibility or
liability for the payment of such principal by or through Euroclear and Clearstream or their direct or indirect
participants to you (unless we act as a participant on behalf of Noteholders in some or all circumstances).
Consequently, as described in the "Conditions of the Notes―Book-Entry Only Issuance of Global Notes"
section of this Offering Circular, you must rely on the procedures of Euroclear and Clearstream, and on the
procedures of any participant through which you own your Notes to exercise any of your rights as a
Noteholder.

42
Lack of Liquidity

The Notes are not liquid instruments. The Notes cannot be sold except subject to the restrictions set forth in
the "Transfer Restrictions" section of this Offering Circular and are otherwise not transferable (except upon
death or by operation of law, in which case they will be transferred in accordance with your will or the
relevant laws of your jurisdiction) and are non-negotiable. The Notes may be considered "restricted
securities" pursuant to Rule 144(a)(3) under the Securities Act. We will generally not permit you to tender
your Notes to us or our affiliates prior to maturity. If we do permit you to tender early, the amount you
receive will depend upon market conditions and, as a result, you may be required to forego a portion of your
principal.

There is currently no secondary market for the Notes. The Placement Agents have not agreed to make a
market in the Notes. Transfers of beneficial interests in the Notes are subject to restrictions on transfer
described herein. There can be no assurance that a secondary market for the Notes will develop or, if it
does develop, that it will continue. Although application will be made by the Issuer to list the Notes on the
Global Exchange Market of the Irish Stock Exchange, there can be no assurance that such
application will be granted, or if it is granted, that such listing will be maintained. Moreover,
limitations on the information available to the Noteholders regarding the Reference Portfolio and regarding
Credit Events on Reference Obligations may affect the liquidity of the Notes. Consequently, any purchaser
of the Notes must be prepared to hold such Notes for an indefinite period of time or until final redemption or
maturity of the Notes.

Reliance on Deutsche Bank AG Regarding Reference Portfolio

Deutsche Bank AG Frankfurt as the Issuer has a variety of responsibilities and rights, including those
described in "Replenishment". In taking any action with respect to the Reference Portfolio, the Issuer will be
acting solely for its own benefit and not as agent, fiduciary or in any other capacity on behalf of the
Noteholders or any other person. The interests of the Issuer are generally adverse to the interests of the
Noteholders. Although the Noteholders have the obligation to approve or reject Reference Obligations for
inclusion in the Reference Portfolio, the Issuer is not obligated to consider the interests of the Noteholders in
designating Reference Obligations, determining how to effect Replenishments and Resets or taking any
other actions permitted or required to be taken by it in this connection.

Performance of Loan-Related Credit Exposures of Deutsche Bank AG

The recent performance of the loan-related credit exposures of Deutsche Bank AG has been affected by a
variety of factors, including macroeconomic and industry conditions, the worldwide financial crisis and
Deutsche Bank AG's actions in response to such conditions. There can be no assurance that the amount of
such exposures will not decline, diminishing the Issuer's ability to replenish the Reference Portfolio, that
provisions and write-offs relating to such exposures will not experience increases or that recoveries will not
be at low levels. There can be no assurance that the past performance of such exposures will be indicative
of the future performance of the Reference Portfolio. Loss Determination Amounts determined with
respect to the Reference Portfolio will reduce amounts payable to the Noteholders.

Adverse General Economic Conditions and Adverse Conditions in the Corporate Loan Market,
Including the Leveraged Finance Market

Beginning in mid-2007, an extreme downturn in the credit markets and other financial markets developed,
which resulted in dramatic deterioration in the financial condition of many companies. Although the
market for loans has experienced periods of severe price volatility and reduced liquidity, more recently
corporate loan default rates have been decreasing and corporate credit rating upgrades have exceeded
downgrades. It is difficult to predict how long and to what extent these conditions may improve and which
markets, products, businesses and assets may experience this improvement (or to what degree any such
improvement is dependent on monetary policies by central banks, particularly the Federal Reserve System).
43
In addition, the business, financial condition or results of operations of the obligors on the Reference
Obligations may be adversely affected by a worsening of economic and business conditions. To the
extent that economic and business conditions deteriorate, non-performing assets are likely to increase, and
recoveries on Defaulted Reference Obligations are likely to decrease. The performance of the Reference
Portfolio and, consequently, the performance of the Issuer and the value of the Notes, will depend in part on
general economic conditions.

Negative economic trends globally as well as in specific geographic areas of the United States, member
states of the European Union or other countries could result in an increase in loan defaults and
delinquencies. Though levels of defaults and delinquencies have been decreasing from peak levels,
there is a material possibility that economic activity will be volatile or will slow, and some obligors may have
been significantly and adversely affected by negative economic trends. A continuing decreased ability of
obligors to obtain refinancing (particularly as high levels of required refinancings approach) may result in an
economic decline that could delay an economic recovery and cause a deterioration in loan performance
generally. There is no way to determine whether such trends in the credit markets will continue, improve or
worsen in the future.

Several nations, particularly within the European Union, are currently suffering from significant economic
distress. There can be no assurance as to the resolution of the economic problems in those countries,
nor as to whether such problems will spread to other countries or otherwise adversely affect wider
economies or markets. A debt default by a sovereign nation or other potential consequences of these
economic problems may trigger additional deterioration in the global credit markets and economy which
could have a significant adverse effect on the Issuer and the Notes.

Prices for leveraged loans have experienced substantial fluctuations in recent years and liquidity for such
obligations has been curtailed. In addition, lower liquidity levels than experienced in past years adversely
affected the primary market for a number of financial products, including leveraged loans, which, if this trend
were to continue, could reduce opportunities for the Issuer to replenish the Reference Portfolio with loans
that it considers appropriate for the Reference Portfolio and that otherwise satisfy the eligibility criteria
described herein. Although there has recently been an increase in primary leveraged loan market activity,
there can be no assurance that such increase will persist or that the primary leveraged loan market will not
return to its previous lower levels of origination or cease altogether for a period of time. Another liquidity
crisis in the global credit markets could adversely affect the flexibility of the Issuer in relation to the
Reference Portfolio and, ultimately, the returns on the Notes to investors.

Regulatory Changes

In July 2010, the United States Congress passed the Dodd-Frank Wall Street Reform and Consumer
Protection Act, which will fundamentally overhaul the regulatory scheme for the financial markets in the
United States. In addition, numerous United States federal agencies have proposed or enacted new or
revised rules relating to the financial markets. There have also been several recent legislative and
regulatory initiatives in Europe and elsewhere in the world that relate to the financial markets. The effect of
all of these recent regulatory changes is uncertain at this time and they may have a material adverse effect
on the Issuer or the Holders.

On December 31, 2010, the European Banking Authority (formerly known as the Committee of European
Banking Supervisors ("EBA")) published its final guidelines on the implementation of Article 122a of the
Capital Requirements Directive and on September 29, 2011 published some additional guidance in the form
of a questions and answer document (collectively, the "Article 122a Guidelines"). Article 122a applies to
credit institutions (and from January 1, 2014, investment firms) established in a Member State of the
European Economic Area ("EEA") and consolidated group affiliates thereof (including those that are based
in the United States) (each an "Affected 122a Investor") that invest in or have an exposure to credit risk in
securitizations. Article 122a imposes a severe capital charge on a securitization position acquired by an
EEA-regulated credit institution unless, among other conditions, (a) the originator, sponsor or original lender
44
for the securitization has explicitly disclosed to the EEA-regulated credit institution that it will retain, on an
ongoing basis, a material net economic interest of not less than 5% in respect of certain specified credit risk
tranches or asset exposures, and (b) the acquiring institution is able to demonstrate that it has undertaken
certain due diligence in respect of its securitization position and the underlying exposures and that
procedures are established for such activities to be monitored on an on-going basis. For purposes of Article
122a, an EEA-regulated credit institution may be subject to the capital requirements as a result of activities
of its overseas affiliates, including those that are based in the United States.

On April 16, 2013, the European Parliament adopted a new directive and a regulation, Regulation (EU) No
575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for
credit institutions and investment firms and amending Regulation (EU) No 648/2012 which was published in
the Official Journal on June 27, 2013 and it is expected to take effect on January 1, 2014 collectively
referred to as "CRD4", which is intended to replace the CRD. Articles 404-410 (inclusive) of the proposed
regulation restate and, in certain respects, amend the requirements in Article 122a. In addition, on May
22, 2013, the EBA published a consultation paper on draft regulatory technical standards and implementing
technical standards which will replace the current Article 122a Guidelines (the "Draft Technical
Standards"). There are significant differences between the Draft Technical Standards and the current
Article 122a Guidelines, although it is noted that such drafts are in consultation only, and there remains
uncertainty as to the content of the final regulatory and implementing technical standards (the "RTS") and
how these will affect transactions entered into prior to their adoption. CRD4 and the RTS will likely result in
changes to the requirements applying to Affected 122a Investors.

Article 122a applies to new securitizations issued after December 31, 2010. Requirements similar to the
retention requirement in Article 122a will apply to investments in securitizations by other types of EEA
investors such as EEA insurance and reinsurance undertakings, investment firms, UCITS funds and by
investment funds managed by EEA alternative investment fund managers (together with Affected 122a
Investors, "Affected Investors"). In particular, the requirements applying to the EEA managers of
alternative investment funds became effective on July 22, 2013. Though these requirements are similar to
those applying under Article 122a, they are not identical. In this regard, it is likely that EEA alternative
investment fund managers will be required to undertake due diligence on underlying exposures in a
securitization which may be more extensive than that required under Article 122a. Though the practical
effect of these requirements, and the details of other such requirements remain unclear, Article 122a and
any other changes to the regulation or regulatory treatment of securitizations or of the Notes for some or all
Affected Investors may negatively impact the regulatory position of individual Noteholders and, in addition,
have a negative impact on the price and liquidity of the Notes in the secondary market.

Article 122a applies to Affected 122a Investors investing in the Notes. Affected 122a Investors should
therefore make themselves aware of the requirements of Article 122a (and any implementing rules in
relation to a relevant jurisdiction) in addition to any other regulatory requirements applicable to them with
respect to their investment in the Notes. Each Affected Investor should consult with its own legal,
accounting, regulatory and other advisors and/or its regulator to determine whether, and to what extent, the
information set out in "Retention Requirements under Article 122a of Capital Requirements Directive",
information elsewhere in this Offering Circular generally and in any investor report provided in relation to the
transaction is sufficient for the purpose of satisfying Article 122a or any other applicable requirements.
Affected Investors are required to independently assess and determine the sufficiency of such information.
None of the Issuer, any other DBAG Group Entity, their Affiliates or any other Person makes any
representation, warranty or guarantee that any such information is sufficient for such purposes or any other
purpose or that the structure of the Notes and the transactions described herein are compliant with the
requirements of Article 122a and no such Person shall have any liability to any prospective investor or any
other Person with respect to the insufficiency of such information or any failure of the transactions
contemplated hereby to comply with or otherwise satisfy the requirements of Article 122a or any other
applicable legal, regulatory or other requirements. If a regulator determines that the transaction did not
comply or is no longer in compliance with Article 122a, then if an investor is an Affected Investor it may be
required by its regulator to set aside additional capital against its investment in the Notes.

45
Early Redemption of the Notes

Although the Scheduled Maturity Date of the Notes is the Interest Payment Date in October 2017,
as described herein, the Notes are subject to early redemption, at the direction of the Issuer before the
Scheduled Maturity Date pursuant to the provisions of the Notes if a Regulatory Event occurs or the
Calculation Agent determines in good faith that the performance of the obligations of the Issuer, the
Calculation Agent or the Paying Agent has or will become unlawful, illegal or otherwise prohibited. Early
redemption of the Notes may also occur in connection with the occurrence of an Event of Default and
acceleration of the Notes or in connection with the imposition of any requirement of registration with the
SEC under the Investment Company Act. In such circumstances, payment of principal on the Notes may
commence before the Scheduled Maturity Date, in each case without premium and subject to the provisions
for Grace Period Extension and Deferred Principal Adjustment Amounts, if applicable. It is likely that
one of the effects of the global credit crisis and the failure of financial institutions will be an introduction of a
significantly more restrictive regulatory environment including the implementation of new accounting and
capital adequacy rules in addition to further regulation of derivative instruments. Such additional rules
and regulations could, among other things, potentially result in the occurrence of a Regulatory Event and
otherwise adversely affect Noteholders. The interests of the Issuer under the conditions in which early
redemption of the Notes is permitted may conflict with the interests of the Noteholders in such regard, and
therefore prospective purchasers of the Notes should consider fully the impact that early redemption as
directed by the Issuer would have on their investment in the Notes.

Extension of Maturity of the Notes

The Outstanding Principal Amount of the Notes will be redeemed on the Scheduled Maturity Date or, if
applicable, the Early Redemption Date unless the Credit Event Monitoring Agent has delivered one or more
Credit Event Notices or Impairment Notices prior to such date and Loss Calculation Amounts in respect of
the relevant Defaulted Reference Obligations or Impaired Reference Obligations remain undetermined on
such date and the Deferred Principal Adjustment Amount on such date is greater than zero. Under such
conditions, payment of the Deferred Principal Adjustment Amount will be deferred on such date. On one
or more Interest Payment Dates after such date, as the relevant Loss Calculation Amounts are
determined, to the extent that the Deferred Principal Adjustment Amount is reduced and the Cumulative Net
Loss Amount amounts to a figure lower than the Detachment Amount, a portion of the reduced Outstanding
Principal Amount of the Notes will be reinstated, resulting in payments of principal on such Interest
Payment Dates. If Recovery Determination Amounts do not serve to reduce the Cumulative Net Loss
Determination Amount below the Detachment Amount, the Noteholders will incur losses accordingly. The
Recovery Amount for any such Defaulted Reference Obligation or Impaired Reference Obligation may not
be determined before the Scheduled Maturity Date or the Early Redemption Date, as applicable, and
the final date for any payment in respect of the Outstanding Principal Amount of the Notes may
consequently be extended until the Legal Maturity Date.

Exposure to Reference Entities

The Reference Portfolio will consist of Reference Obligations that represent obligations of a variety of
Reference Entities, some which will be investment grade and some which will be below investment grade.
The likelihood of the occurrence of a Credit Event is greater with respect to Reference Obligations for which
the related Reference Entities are rated below investment grade. The occurrence of Credit Events with
respect to the Reference Obligations may result in a reduction of the Outstanding Principal Amount of the
Notes.

Noteholders may also be adversely affected by changes in the identity of, and changes in control in relation
to, the Reference Entities. Some or all of the Reference Entities may undergo a change in control through
an assignment or sale of their respective assets or through mergers, acquisitions or similar transactions
involving corporate reorganizations. As a result of any such change in control, a third party may assume

46
the obligations of a Reference Entity and may be a successor of a Reference Entity. The Issuer is not
expected to have any control over or influence upon any such change in control. The determination of the
identity of any successor to a Reference Entity will be made by the Calculation Agent after consultation with
the Issuer.

Prospective investors should be aware that, although required pursuant to the Reference Obligation
Eligibility Criteria to be organized, or to have their principal place of business, in one of the countries set
forth in the Reference Obligation Eligibility Criteria applicable to the Reference Portfolio, Reference
Entities may change their place of organization or their principal place(s) of business, including pursuant to
a change in control. Such changes in the place of organization or the places where business is conducted
by the Reference Entities may lead to the occurrence of Credit Events and consequently to an increase in
the Cumulative Net Loss Amount with respect to the Reference Portfolio and therefore may have an
adverse effect on the Holders of the Notes. The Issuer is not expected to have any control over or
influence upon any such change. The determination of the place of organization and the principal place
of business of a Reference Entity will be made by the Issuer in its sole discretion.

Reference Entities, particularly U.S. not-for-profit and municipal obligors, may also be adversely affected by
changes in state and local laws. The taxing power of any governmental entity may be limited by provisions
of state constitutions or laws and an entity's credit will depend on many factors, including the entity's tax
base, the extent to which the entity relies on federal or state aid, and other factors which are beyond the
entity's control. In addition, laws enacted in the future by Congress or state legislatures or referenda
could extend the time for payment of principal or interest, or impose other constraints on enforcement of
such obligations or on the ability of municipalities to levy taxes. Not-for-profit entities are afforded special
tax status, exempting them from various federal, state and local taxes. The loss of a not-for-profit entity of
its special tax treatment under federal, state or local law, its failure to comply with regulations that it is
subject to or the decrease in its public funding sources could materially and adversely affect its ability to
make repayments of principal and interest on its outstanding loans which may adversely affect the Notes.

In addition, Noteholders may be adversely affected by laws regarding the rights and obligations of debtors
such as the Reference Entities and creditors such as Deutsche Bank AG. Reference Entities may be
subject to various laws enacted in the jurisdictions in which they are organized or in which the Reference
Obligations are incurred regarding the rights of creditors. The effect of such laws upon the occurrence of a
Bankruptcy Credit Event with respect to any Reference Obligation or upon Actual Recoveries with respect
to a Defaulted Reference Obligation cannot be expected to be uniform, and considerations of such laws
as they may affect the Issuer will differ depending on the jurisdictions in which each Reference Entity is
organized or domiciled, in which each Reference Obligation is incurred or is payable and in which any
collateral or other security for any Reference Obligation is located, among other factors that may be
affected by such laws. With respect to Reference Entities subject to U.S. federal bankruptcy law, if a court
were to find that the Reference Entity did not receive fair consideration or reasonably equivalent value for
incurring the indebtedness constituting the related Reference Obligation and, after giving effect to such
indebtedness, the Reference Entity was insolvent, was engaged in a business for which the remaining
assets of the Reference Entity constituted unreasonably small capital or intended to incur, or believed
that it would incur, debts beyond its ability to pay such debts as they mature, such court could invalidate, in
whole or in part, such indebtedness as a fraudulent conveyance, subordinate such indebtedness to existing
or future creditors of such Reference Entity or recover amounts previously paid by such Reference Entity
in satisfaction of payment claims under the related Reference Obligation, in each case notwithstanding
the fact that such Reference Obligation met the Reference Obligation Eligibility Criteria at the time it was
designated as part of the Reference Portfolio. There can be no assurance as to what standard a court
would apply in order to determine whether the Reference Entity was "insolvent" or eligible for protection
from action by creditors afforded to it by applicable law after giving effect to the incurrence of such
Reference Obligation or that, regardless of the method of valuation, a court would not determine that the
Reference Entity was "insolvent" or eligible for such protection after giving effect to the incurrence of such
Reference Obligation. In addition, in the event a Reference Entity becomes subject to insolvency

47
proceedings, payments made in respect of a Reference Obligation could be subject to avoidance as a
"preference" if made within a certain period of time (which may be as long as one year) before the
commencement of such proceedings. In such circumstances, the amount and timing of recoveries would
be uncertain. Similar or alternative laws may apply with respect to Reference Entities subject to the
bankruptcy or insolvency laws of countries other than the United States, resulting in different outcomes with
respect to the related Reference Obligations.

Geographical and Industry Concentration of the Reference Obligations

The Reference Entities may be concentrated in certain locations, such as densely populated or industrial
areas. Any deterioration in the economic condition of the areas in which the Reference Entities are
located or any deterioration in the economic conditions of other areas that causes an adverse effect on
the ability of the Reference Entities to repay the Reference Obligations could increase the risk of losses
on the Reference Obligations. A concentration of the Reference Entities in such areas may therefore
result in a greater risk of loss than if such concentration had not been present.

In addition, foreign trade and exchange control restrictions of the countries in which the Reference
Entities are domiciled may hinder or prevent due performance by the Reference Entities under the
Reference Obligations and may lead to a default by the Reference Entities under the Reference Obligations.

Further, although the Reference Entities are involved in a range of different industry sectors, there may
be either a higher concentration of Reference Entities in a particular industry sector or correlation between
the creditworthiness of Reference Entities in different but related industry sectors. Deterioration in the
economic conditions in any such industry sector or sectors may adversely affect the ability of the Reference
Entities to pay the Reference Obligations and therefore could increase the risk of Credit Events
occurring in relation to the Reference Obligations. A greater concentration of the Reference Entities in
particular industry sectors may therefore result in a greater risk of loss than if such concentration had not
been present.

Secondary Market for Loans and Loan-related Exposures

The Issuer will be subject to exposure associated with Credit Events in relation to loans and loan-related
claims. Conditions prevailing in the secondary loan market following the occurrence of Credit Events with
respect to the Reference Obligations may affect the determination of Recovery Amounts with respect of
Defaulted Reference Obligations. One way in which Deutsche Bank AG may conducts its loan workout
and recovery effort in this connection is to assign the Defaulted Reference Obligation to a secondary loan
market transferee. Purchasers of loans and loan-related claims currently include commercial banks,
investment funds and investment banks. As secondary market trading volumes increase, new loans may
contain standardized documentation to facilitate loan trading which may improve market liquidity in
relation to such new loans. The Reference Obligations may not be governed by documentation that is
consistent with any such market standards. There can also be no assurance that future levels of supply and
demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity in the
secondary loan market will continue. Because holders of certain loans may be provided confidential
information relating to the borrower, the unique and customized nature of the loan agreement, and the
private syndication of the loan, loans are not purchased or sold as easily as publicly traded securities are
purchased or sold. In addition, historically the trading volume in the loan market has been small relative to
other debt markets.

Replenishment

On the Issue Date, the Initial Portfolio Notional Amount for the Reference Portfolio will be €600,000,000.
The Issuer may, during the Replenishment Period and generally subject to the satisfaction of the applicable
Replenishment Conditions, to replenish the Reference Portfolio, and the Designated Holder will have the
obligation to either approve or reject Reference Obligations proposed by the Issuer for inclusion in the
48
Reference Portfolio. Although a Replenishment (as defined herein) of the Reference Portfolio is subject
to the Replenishment Conditions and the Designated Holder will have the right to approve or reject a
Replenishment, if the Designated Holder is no longer the holder or beneficial owner of the Notes,
Replenishments can be effected without the consent of the Noteholders.

Reliance on Administration and Collection Procedures

The DB Servicers, where applicable, will carry out the administration, collection and enforcement of the
Reference Obligations in accordance with the servicing standards of Deutsche Bank AG.

For syndicated Reference Obligations for which a DB Servicer is not the Servicer, the Agent Banks will carry
out administration, collection and enforcement of such syndicated Reference Obligations, including
foreclosure on any related collateral, in accordance with the servicing requirements of the documentation
governing the relevant Reference Obligation and also to a material degree in accordance with their own
credit and collection policies. The entities within the DBAG Group that hold syndicated Reference
Obligations will have only limited means under the documentation governing the relevant Reference
Obligation to influence the servicing of the Reference Obligations by the Agent Banks. In some cases the
applicable servicing requirements may be changed by decision of a majority or other percentage in
interest of the syndicate banks, without consent of the relevant entity within the DBAG Group holding the
syndicated Reference Obligation.

Accordingly, the Noteholders are relying on the business judgment and practices of the DB Servicers and
the Agent Banks in administering the Reference Obligations, enforcing claims against Reference Entities
(including making decisions with respect to foreclosure on related collateral) and also, in the case of
Reference Obligations serviced by the Agent Banks, on decisions of the syndicate banks.

Restrictions on Transfer

The Notes will be subject to restrictions on transfer described under "Transfer Restrictions" in this Offering
Circular.

Compliance and Losses in the Reference Portfolio

Compliance of the Reference Obligations with the Reference Obligation Eligibility Criteria and of the
Reference Portfolio with the Replenishment Conditions is no guarantee or assurance that Credit Events will
not occur to the detriment of the Holders of the Notes.

No Tax Gross-up

If your Notes are subject to U.S. federal income tax withholding, we are not required to pay additional
amounts to you (meaning a tax gross-up) as described in this Offering Circular. Additionally, we are not
required to pay additional amounts to you for any other withholding obligations, other than upon a
Substitution Tax Event. However, a Majority of the Notes may elect to redeem the Notes to the extent
described in "Conditions of the Notes." For more information, please refer to the "Withholding Taxes; No
Withholding Tax Gross-Up" section in Annex A ("Certain U.S. federal Income Tax and German Income
Tax Consequences") to this Offering Circular.

EU Savings Tax Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, member states of the European
Union ("Member States") are required, from 1 July 2005, to provide to the tax authorities of another
Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an
individual resident in that other Member State or to certain limited types of entities established in that other
Member State. However, for a transitional period, Austria and Luxembourg are instead required (unless
49
during that period they elect otherwise) to operate a withholding system in relation to such payments
(the ending of such transitional period being dependent upon the conclusion of certain other agreements
relating to information exchange with certain other countries). A number of non- EU countries and territories
including Switzerland have agreed to adopt similar measures (a withholding system in the case of
Switzerland) with effect from the same date.

The European Commission has proposed certain amendments to the Directive, which may, if implemented,
amend or broaden the scope of the requirements described above.

The Issuer is required to maintain paying agent in a Member State that is not obligated to withhold or
deduct tax pursuant to the Directive.

Further Risks

The Issuer and its affiliates may trade instruments related to a Reference Obligation that may be specified in
the Reference Obligation List or to a Reference Entity on a regular basis, for their accounts and for
other accounts under their management. The Issuer and its affiliates may also issue or underwrite or
assist unaffiliated entities in the issuance or underwriting of other securities or financial instruments with
returns linked to a Reference Obligation specified in the Reference Obligation List or to a Reference
Entity. To the extent that the Issuer or any of its affiliates serves as issuer, arranger or dealer for such
other securities or financial instruments, its or their interests with respect to such products may be
adverse to yours as a holder of Notes. Any of these trading activities could potentially affect the value of
any such Reference Obligation or the credit of any such Reference Entity and, accordingly, could affect
the value of your Notes, and the amount, if any, payable to you at maturity.

The Issuer and its affiliates may currently or from time to time engage in commercial, investment banking or
other business with a Reference Entity or any affiliates of such Reference Entities, or any other person or
entity having obligations relating to a Reference Obligation, and may act with respect to such business in
the same manner as if the Notes did not exist, regardless of whether any such action might have an
adverse effect on the Noteholders or otherwise (including, without limitation, the acceptance of deposits and
the extension of loans or credit and any action that might constitute or give rise to a Credit Event). In the
course of this business, the Issuer and its affiliates may acquire non-public information about any such
Reference Obligation or Reference Entity, and in addition may publish research reports about such
information. You should undertake an independent investigation of the Reference Portfolio as is in your
judgment appropriate to make an informed decision with respect to an investment in the Notes.

The Issuer may serve as issuer, arranger or dealer for multiple issuances of securities other than the
Notes with returns linked or related to one or more of the same Reference Obligations or Reference Entities
or related to a portfolio that is similar in credit characteristics to the Reference Portfolio. By introducing
competing products into the marketplace in this manner, the Issuer could adversely affect the value of the
Notes.

50
 CONDITIONS OF THE NOTES

These conditions of the Notes (the "Conditions of the Notes" or "Conditions") will be incorporated into
and form a part of each Global Note representing the Notes. If Definitive Notes are issued as a result of
the occurrence of an Exchange Event, these Conditions of the Notes will be incorporated into and form
a part of each such Definitive Note. In addition, the following sections of this Offering Circular will also be
incorporated into and form a part of each Global Note representing the Notes, as well as any Definitive Note
issued as a result of the occurrence of an Exchange Event: (a) "Description of the Notes"; (b) "Reference
Portfolio Servicing"; (c) "Credit Policies and Procedures"; (d) "Transfer Restrictions"; (e) "ERISA Matters";
and (f) Appendix I and schedules thereto (all such sections of and Appendix I to this Offering Circular
incorporated into each Global Note representing the Notes, as well as any Definitive Note issued as a
result of the occurrence of an Exchange Event, together with this section entitled Conditions of the Notes
and any terms and conditions otherwise included or incorporated into such Global Note or Definitive Note,
the "Terms and Conditions of the Notes").

The Notes will be denominated in Euros and will be available in the minimum amount of €500,000 and in
integral multiples of €1 thereafter.

The Notes

The Notes will have an aggregate initial principal amount of €39,900,000 and a Legal Maturity Date
of October 22, 2019 (or the first Business Day thereafter). The Notes will accrue interest payable quarterly
in arrears on each Interest Payment Date commencing on January 22, 2014 (or the first Business Day
thereafter).

The Notes are not insured or guaranteed by the FDIC or any other U.S. or foreign government authority.
The Notes are unsecured and unsubordinated debt obligations of the Issuer. The Notes will rank pari
passu with all other unsecured and unsubordinated debt obligations of Deutsche Bank subject to a
preference in favor of certain deposit liabilities of Deutsche Bank or other obligations that are subject to any
priorities or preferences. In an insolvency of Deutsche Bank, you may lose your entire investment since
the claims of holders of certain deposit liabilities held with Deutsche Bank and the claims of a receiver
for administrative expenses will have priority over the claims of general unsecured creditors, including
Noteholders.

We have not registered the Notes with the SEC under the Securities Act. We are offering the Notes
pursuant to one or more exemptions under the Securities Act and they may be considered "restricted
securities" pursuant to Rule 144(a)(3) thereunder. We have not effected any registration with the SEC
under the Investment Company Act in relation to the offer and sale of the Notes. Neither the SEC nor any
state securities commission nor any federal or state banking authority has approved or disapproved the
Notes or passed upon the accuracy or the adequacy of this Offering Circular. Any representation to the
contrary is a criminal offense.

Copies of the Global Notes and Definitive Notes are available from us, and you should read them
carefully for provisions that may be important to you.

Each purchaser or transferee (including any account on behalf of which such purchaser or transferee is
purchasing or will hold an interest in the Notes, collectively referred to below as a "Purchaser"), by its
acceptance of Notes offered hereby, will be deemed to represent to the Issuer and the Placement Agent
from whom it purchases the Notes that it: (a) has received, read carefully and understood this Offering
Circular in its entirety and in particular the "Risk Factors" section of this Offering Circular that describes
certain key characteristics of, and risks associated with, the Notes and has determined that the Notes are an
appropriate investment for it; (b) understands that such Placement Agent is serving as Placement
Agent in connection with this offering; and (c) has reviewed the "Notice to Investors" and "Transfer
Restrictions" sections of this Offering Circular and acknowledges that it is an entity that is qualified to be a
51
Purchaser of the Notes, in accordance with the relevant exemption from registration under the Securities Act
and related transfer restrictions.

Should any one or more of the provisions contained in the Notes be or become unenforceable, the
enforceability of the remaining provisions shall not in any way be affected thereby.

Global Notes

The Notes sold in accordance with the Rule 144A under the Securities Act to, or for the account of,
persons that are both (a) "qualified institutional buyers" within the meaning of Rule 144A under the
Securities Act and (b) "qualified purchasers" within the meaning of Section 2(a)(51) of the Investment
Company Act in transactions meeting the requirements of Rule 144A of the Securities Act will be issued in
the form of one or more permanent global note in definitive, fully registered form without interest coupons
or receipts (the "Rule 144A Global Notes"). The Notes sold outside the United States to non-U.S.
Persons within the meaning of Regulation S under the Securities Act that are either (i) not "U.S. residents"
within the meaning of the Investment Company Act or (ii) "qualified purchasers" within the meaning of
Section 2(a)(51) of the Investment Company Act in reliance on the exemption contained in Regulation S
under the Securities Act will be issued in the form of one or more permanent global note in definitive, fully
registered form without interest coupons or receipts (the "Regulation S Global Notes" and, together with
the Rule 144A Global Notes, the "Global Notes"). We will deposit the Global Notes with Euroclear and
Clearstream and register in the name of the nominee of the Common Depositary (for more information,
please see the "Book-Entry Only Issuance of Notes" section of these Conditions of the Notes). Each
Global Note shall bear the signature of authorized signatories of the Issuer and shall be authenticated by
Deutsche Bank Luxembourg S.A., as Registrar (the "Registrar"), pursuant to the Agency Agreement.
Once we receive payment for the Notes, we will deposit the Global Note representing all such Notes with
Euroclear and Clearstream. Each Global Note will contain certain terms governing the Notes evidenced by
it, and in addition, will specifically incorporate these Conditions.

Each Global Note will be exchangeable (free of charge), in whole or in part, for individual Notes in definitive
form ("Definitive Notes") upon the occurrence of an Exchange Event (for more information, please see the
"Book-Entry Only Issuance of Notes" section of these Conditions). Definitive Notes shall bear the signatures
of authorized signatories of the Issuer and shall be authenticated by the Registrar. If an Exchange Event
occurs, the Issuer will promptly give notice to Noteholders in accordance with the terms set forth in the
"Notices" section of these Conditions.

Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes delivery in the
form of an interest in the corresponding Regulation S Global Note only upon receipt by the Registrar of
(i) a written certification from the transferor in the form required by the Agency Agreement to the effect that
such transfer is being made in accordance with Regulation S under the Securities Act, (ii) a written
certification from the transferee in the form required by the Agency Agreement to the effect, among
other things, that such transferee is a non-U.S. Person purchasing such Note in an offshore transaction
pursuant to Regulation S, (iii) a written certification from the transferee (the "Regulation S Global
Purchaser" and such certification, a "Regulation S Global Purchaser Letter") in the form required by the
Agency Agreement to the effect, among other things, that (A) such Regulation S Global Purchaser is not a
"U.S. resident" within the meaning of the Investment Company Act or is a "qualified purchaser" within the
meaning of Section 2(a)(51) of the Investment Company Act, (B) prior to any sale, assignment, pledge or
other transfer of any interest in such Regulation S Global Note to any transferee, such Regulation S Global
Purchaser will: (x) cause the transferee to, if required by the Agency Agreement, make the certifications to
the Issuer and the Registrar set forth in the applicable transfer certificate included as an exhibit to the
Agency Agreement and (y) cause the transferee to deliver a letter to the Registrar to the effect that (i) such
transferee is not a "U.S. resident" within the meaning of the Investment Company Act or is a "qualified
purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act, and (ii) such
transferee will, prior to any sale, assignment, pledge or other transfer of an interest in such Regulation S

52
Global Note to any subsequent transferee acquiring an interest in such Regulation S Global Note, cause
such subsequent transferee to take the actions specified in this clause (B) and (C) such Regulation S Global
Purchaser agrees to indemnify and hold harmless the Issuer, the Placement Agents, the Registrar and the
Paying Agent and each of their respective affiliates from and against any loss, damage or liability to the
extent due to or arising out of a breach of any representation, warranty or agreement made by such
Regulation S Global Purchaser in such Regulation S Global Purchaser Letter and (iv) a written certification
from the transferee (the "Regulation S Global ERISA Restricted Purchaser" and such certification, a
"Regulation S Global ERISA Restricted Purchaser Letter") in the form required by the Agency
Agreement to the effect, among other things, that (A) (1) it is not and is not acting on behalf of (x) an
"employee benefit plan" as defined in and subject to Title I of the U.S. Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), (y) a "plan" as defined in and subject to Section 4957 of the
U.S. Internal Revenue Code of 1986, as amended (the "Code") or (z) an entity any assets of which
constitute "plan assets" under U.S. Department of Labor Regulation Section 2510.3-101, as modified by
Section 3(42) of ERISA, and (2) if it is a governmental, church, non-U.S. or other plan that is subject to any
federal, state, local or Non-U.S. Law that is substantially similar to the provisions of Title I of ERISA or
Section 4975 of the Code, its purchase, holding and disposition of such Note will not constitute or result in a
non-exempt violation under any such substantially similar law, (B) such transferee will, prior to any sale,
assignment, pledge or other transfer of an interest in such Regulation S Global Note to any subsequent
transferee acquiring an interest in such Regulation S Global Note, cause such subsequent transferee to take
the actions specified in this clause (ii) and (C) such Regulation S Global ERISA Restricted Purchaser agrees
to indemnify and hold harmless the Issuer, the Placement Agents, the Registrar and the Paying Agent and
each of their respective affiliates from and against any loss, damage or liability to the extent due to or arising
out of a breach of any representation, warranty or agreement made by such Regulation S Global ERISA
Restricted Purchaser in such Regulation S Global ERISA Restricted Letter.

A beneficial interest in a Regulation S Global Note may be transferred to a person who takes delivery in the
form of an interest in the corresponding Rule 144A Global Note only upon receipt by the Registrar
of (i) a written certification from the transferor in the form required by the Agency Agreement to the effect
that such transfer is being made to a person whom the transferor reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A under the Securities Act, in
accordance with any applicable securities laws of any state of the United States or any other jurisdiction, (ii)
a written certification from the transferee in the form required by the Agency Agreement to the effect,
among other things, that such transferee is (x) a Qualified Institutional Buyer and (y) a Qualified
Purchaser and (iii) a written certification from the transferee (the "Rule 144A Global ERISA Restricted
Purchaser" and such certification, a "Rule 144A Global ERISA Restricted Purchaser Letter") in the form
required by the Agency Agreement to the effect, among other things, that (A) (1) it is not and is not acting
on behalf of (x) an "employee benefit plan" as defined in and subject to Title I of the ERISA, (y) a "plan" as
defined in and subject to Section 4957 of the Code or (z) an entity any assets of which constitute "plan
assets" under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of
ERISA, and (2) if it is a governmental, church, non-U.S. or other plan that is subject to any federal, state,
local or Non-U.S. Law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the
Code, its purchase, holding and disposition of such Note will not constitute or result in a non-exempt
violation under any such substantially similar law, (B) such transferee will, prior to any sale, assignment,
pledge or other transfer of an interest in such Rule 144A Global Note to any subsequent transferee
acquiring an interest in such Rule 144A Global Note, cause such subsequent transferee to take the actions
specified in this clause (ii) and (C) such Rule 144A Global ERISA Restricted Purchaser agrees to indemnify
and hold harmless the Issuer, the Placement Agents, the Registrar and the Paying Agent and each of their
respective affiliates from and against any loss, damage or liability to the extent due to or arising out of a
breach of any representation, warranty or agreement made by such Rule 144A Global ERISA Restricted
Purchaser in such Rule 144A Global ERISA Restricted Letter.

Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the
form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note,
53
and become an interest in such other Global Note, and accordingly, will thereafter be subject to all
transfer restrictions and other procedures applicable to beneficial interests in such other Global Notes for as
long as it remains such an interest.

A beneficial interest in a Note represented by a Regulation S Global Note or Rule 144A Global Note may be
transferred to a person who takes delivery in the form of a Definitive Note only upon receipt by the Issuer
and the Registrar of certificates substantially in the form of Annex B attached hereto executed by the
transferee.

A Definitive Note may be exchanged for, or transferred to a person who takes delivery in the form of, an
interest in a Regulation S Global Note only upon receipt by the Issuer and the Registrar of (i) the
transferor's Definitive Note together with an interest transfer form in the form prescribed by the
Agency Agreement executed by the transferor, (ii) a written certification from the transferee in the form
required by the Agency Agreement to the effect, among other things, that such transferee is a non-U.S.
Person purchasing such Note in an offshore transaction pursuant to Regulation S and (iii) written
certifications from the transferee in the form of the Regulation S Global Purchaser Letter and the Regulation
S Global ERISA Restricted Purchaser Letter.

A Definitive Note may be exchanged for, or transferred to a person who takes delivery in the form of, an
interest in a Rule 144A Global Note only upon receipt by the Issuer and the Registrar of (i) the transferor's
Definitive Note together with an interest transfer form in the form prescribed by the Agency Agreement
executed by the transferor, (ii) a written certification from the transferor in the form required by the Agency
Agreement to the effect, among other things, that such transfer is being made to a person whom the
transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of
Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the
United States or any other jurisdiction, (iii) a written certification from the transferee in the form required by
the Agency Agreement to the effect, among other things, that such transferee is (x) a Qualified Institutional
Buyer and (y) a Qualified Purchaser and (iv) a Rule 144A Global ERISA Restricted Purchaser Letter.

No service charge will be made for any registration of transfer or exchange of Notes but the Issuer or the
Registrar may require payment of a sum sufficient to cover any transfer, tax or other governmental charge
payable in connection therewith. The Registrar will be permitted to request such evidence reasonably
satisfactory to it documenting the identity and/or signatures of the transferor and transferee.

The registered owner of the relevant Global Note will be the only person entitled to receive payments in
respect of the Notes represented thereby, and the Issuer will be discharged by payment to, or to the order
of, the registered owner of such Global Note in respect of each amount so paid. No person other than the
registered owner of the relevant Global Note will have any claim against the Issuer in respect of any
payment due on that Global Note. Account holders or participants in Euroclear and Clearstream shall
have no rights under the Agency Agreement with respect to Global Notes held on their behalf by
Euroclear and Clearstream, and Euroclear and Clearstream may be treated by the Issuer and any agent of
the Issuer as the holder of Global Notes for all purposes whatsoever.

References in these Conditions to the "Notes" include (unless the context otherwise requires) references to
any Global Note representing the Notes and any Definitive Notes.

How We Will Make Payments

The relevant Paying Agent will pay all payments by wire transfer to the holder of record of the Notes.
Euroclear and Clearstream will be the holder of record of the Global Notes. Euroclear and Clearstream will
credit payments to their participants, who will then credit payments to Noteholders. Once Euroclear or
Clearstream has received any payment, we will have no further obligation as Issuer of the Global Notes
with respect to such payment. For more information on the payment process, please see the "Book-Entry
Only Issuance of Notes" section of these Conditions.
54
The relevant Paying Agent will make all payments on the date such payment is due (or, if such date is not a
Business Day, on the next Business Day). "Business Day", for the purposes of payments to Noteholders,
means any day other than a Saturday, Sunday or a day on which banking institutions in the City of New
York, New York, Frankfurt, Germany and London, England are generally authorized or obligated by law or
executive order to be closed.

Calculation Agent

Deutsche Bank AG, London Branch will act as the Calculation Agent with respect to the Notes pursuant to
the Agency Agreement and, as the Calculation Agent, will calculate all values required for the making of
payments on the Notes, including payments of interest on Interest Payment Dates and of principal upon
redemption or at maturity. The Calculation Agent will, and the Issuer will procure that the Accountant will,
make all determinations and calculations required to be made by it hereunder as soon as reasonably
practicable and the Issuer will, and will procure that each of its Affiliates (including, where relevant, each DB
Servicer in respect of a Reference Obligation) will, promptly provide to the Calculation Agent and the
Accountant all information required in order for each of the Calculation Agent and the Accountant to fulfill its
respective duties in connection with the Notes. The Calculation Agent will, and the Issuer will procure that
the Accountant will, notify the Issuer and the Paying Agent of the results of the determinations and
calculations carried out pursuant to the Agency Agreement and these Conditions, in each case as soon as
reasonably practicable after such determinations and calculations are made.

Early Tender of Notes

You may only tender your Notes to Deutsche Bank or one of its affiliates prior to the Scheduled Maturity
Date or an Early Redemption Date, if applicable, if we, in our sole discretion, decide to permit it. Any
such tenders will be on such terms (including with respect to price) as we set, in our sole discretion,
based on market conditions at the time. In connection with any early tender, you will be required to
confirm in writing the terms of such early tender.

If you tender a Note prior to the Scheduled Maturity Date or any Early Redemption Date, or at any
time prior to the Maturity Date, you may, depending upon market conditions, forfeit a substantial
portion of your principal investment. Other than your ability to tender your Notes as described
above or transfer your Notes in accordance with their terms, there is no market for the Notes.
Accordingly, the Notes are not liquid instruments.

Early Redemption following Regulatory Event or for Extraordinary Reasons, Illegality and Force
Majeure

Although each Note is scheduled to be redeemed at its pro rata share of the Outstanding Principal
Amount on the Scheduled Maturity Date, principal payments on the Notes are subject to early redemption
and subject to Grace Period Extension and Workout Extension and the related provisions for the Deferred
Principal Adjustment Amount, all as set forth in "Description of the Notes" in this Offering Circular. The
Early Redemption Date will be required to take place on an Interest Payment Date.

In the event that the Calculation Agent determines in good faith that the performance of the obligations of
any of the Issuer, the Calculation Agent or the Paying Agent under the Notes has or will become
unlawful, illegal or otherwise prohibited in whole or in part as a result of compliance with any applicable
present or future law, rule, regulation, judgment, order or directive of any governmental, administrative,
legislative or judicial authority or power, or in the interpretation thereof or if the Calculation Agent determines
in good faith that registration with the SEC is required under the Investment Company Act, in respect of the
offer, sale, resale or other transfer of the Notes then the Issuer, having given not less than 10 Business
Days' notice thereof to Noteholders in accordance with the terms set forth in the "Notices" section of
these Conditions, may, on expiry of such notice, redeem all, but not some only, of the Notes.

55
Amendments and Waiver

(a) Without the consent of any Noteholders, the Issuer, the Registrar, the Paying Agent and the
Calculation Agent shall have the right to make such amendments to the Agency Agreement and the Terms
and Conditions of the Notes for the following purposes:

(i) to evidence the succession of another corporation or other entity to the Issuer and the
assumption by any such successor of the covenants of the Issuer;

(ii) to change the branch through which the Issuer is acting for the purpose of the Notes,
subject to the requirements in "―Substitutions" below;

(iii) at any time to substitute for the Issuer any Substitute, subject to the requirements in
"―Substitutions" below;

(iv) to change or eliminate any of the provisions of the Agency Agreement; provided that any
such change or elimination does not change any material rights or duties of any parties to the
Agency Agreement;

(v) to evidence and provide for the acceptance of appointment under the Agency Agreement by
a successor Paying Agent, Registrar, Calculation Agent or Credit Event Monitoring Agent with
respect to the Notes;

(vi) to cure any ambiguity, to correct or supplement any provision in the Agency Agreement or
the Terms and Conditions of the Notes that may be inconsistent with any other provision in the
Agency Agreement or the Terms and Conditions of the Notes, to make provision for action to be
taken and notices to be given in relation to the early tender of the Notes to the Issuer or any
affiliate thereof or to make any other provisions with respect to matters or questions arising under
the Agency Agreement; provided that such action shall not adversely affect the interests of the
Noteholders in any material respect;

(vii) to modify any provision in the Agency Agreement or the Terms and Conditions of the Notes
in order to comply with the listing requirements of the Irish Stock Exchange on which the Notes may
be listed (or of the relevant competent authority in connection with such listing); or

(viii) to help or enable the Issuer to comply with FATCA.

(b) With the prior written consent of the Holders of an interest in more than 50% of the then
Outstanding Principal Amount (a "Majority") of the Notes affected by such amendment, the Issuer, the
Registrar, the Paying Agent and the Calculation Agent may enter into an agreement or agreements
supplemental to the Agency Agreement for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Agency Agreement or of modifying in any manner the
rights of the Holders of such Notes under the Agency Agreement; provided, however, that no such
supplemental agreement shall, without the unanimous consent of each Noteholder affected thereby,

(i) change the stated maturity of the principal of, or any installment of principal of or interest
on, any Note, or reduce the principal amount thereof or the rate of interest thereon or change the
coin or currency in which the principal amount of any Note or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the stated
maturity thereof, or limit the obligation of the Issuer or the rights of the Holders to redeem Notes;

(ii) reduce the percentage amount of the outstanding Notes, the consent of which is required
for any such amendment to the Agency Agreement or the Notes, or the consent of which is required

56
 for any waiver (of compliance with provisions of the Agency Agreement or defaults thereunder and
their consequences) provided for in the Agency Agreement; or

(iii) modify any of the above provisions relating to amendment of the Agency Agreement,
except to increase any such percentage or to provide that certain other provisions of the Agency
Agreement cannot be modified or waived without the consent of Noteholder of each outstanding
Note affected thereby.

It shall not be necessary for any Noteholders to approve the particular form of any proposed supplemental
agreement, but it shall be sufficient if such Noteholders shall approve the substance thereof.

For purposes of the Notes, any Note authenticated and delivered pursuant to the Agency Agreement
shall, as of any date of determination, be deemed to be "outstanding", except:

(i) Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation
and not reissued by the Registrar, including (if so specified in a written notice to the Registrar by the
Issuer or any affiliate thereof that has accepted any tender of the Notes) Notes tendered early;

(ii) Notes which have become due and payable at maturity or otherwise and with respect to
which monies sufficient to pay the principal thereof and any interest thereon shall have been paid or
duly provided for; or

(iii) Notes in lieu of or in substitution for which other Notes shall have been authenticated and
delivered pursuant to the Agency Agreement;

provided, however, that in determining whether Noteholders holding the requisite Outstanding Principal
Amount of the Notes have consented to or voted in favor of any request, demand, authorization, direction,
notice, consent, waiver, amendment, modification or supplement hereunder, Notes owned directly or
indirectly by the Issuer (if specified by the Issuer or any affiliate thereof described in clause (i) above)
shall be disregarded and deemed not to be outstanding. In determining whether the applicable Registrar
shall be protected in relying upon any request, demand, authorization, direction, notice, consent or
waiver, only Notes as to which the Registrar has actual knowledge of the direct or indirect ownership thereof
by the Issuer shall be so disregarded.

Events of Default

"Event of Default" with respect to the Notes means each one of the following events which shall have
occurred and be continuing (whatever the reason of such Event of Default and whether it be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of principal or interest, if any, of any Note for the lesser of (a) 30 days
and (b) 12 Business Days after receipt by the Issuer at its Payment Default Email Address of
written notice requiring the same to be remedied by Noteholders holding not less than 33⅓% (or
such greater amount as is specified in the relevant Global Note or Definitive Note, as applicable)
of the then Outstanding Principal Amount of the Notes; or

(ii) the failure by the Issuer to perform or observe any other obligations under the Notes,
which failure continues for a period of 30 days following service on the Issuer of written notice
requiring the same to be remedied by Noteholders holding not less than 33⅓% (or such greater
amount as is specified in the relevant Global Note or Definitive Note, as applicable) of the then
Outstanding Principal Amount of the Notes affected thereby; or

(iii) the Issuer announces its inability to meet its financial obligations or ceases payments; or
57
 (iv) a court in Germany opens insolvency proceedings against the Issuer or the Issuer
applies for or institutes such proceedings or offers or makes an arrangement for the benefit of its
creditors generally.

The "Payment Default E-mail Address" with the meaning of clause (i) above will initially be gto-
fft.sdo@db.com and will be subject to revision by the Issuer from time to time by notice given to the Holders
as set forth below under "—Notices".

If an Event of Default described in clause (i) or (ii) above occurs and is continuing, then, and in each and
every such case, the Noteholders holding not less than 33⅓% (or such greater amount as is specified in the
relevant Global Note or Definitive Note, as applicable) of the then Outstanding Principal Amount of the
Notes affected thereby may, by notice in writing to the Issuer, declare the amount payable on the Notes
and the interest accrued thereon, if any, to be due and payable. If an Event of Default described in
clause (iii) or (iv) above occurs and is continuing, then and in each and every such case, unless all
principal or other amounts in respect of the Notes shall have already become due and payable, the
Noteholders holding not less than 33⅓% (or such greater amount as is specified in the relevant Global
Note or Definitive Note, as applicable) of the then Outstanding Principal Amount of the Notes affected
thereby may, by notice in writing to the Issuer, declare the amount payable on all the Notes and interest
accrued thereon, if any, to be due and payable.

Notwithstanding anything to the contrary in the immediately preceding paragraph, if any and all Events of
Default, other than the non-payment of principal that shall have become due by acceleration, shall have
been cured, waived or otherwise remedied as provided herein, then and in every such case, Noteholders
holding not less than a majority in interest (or such greater amount as is specified in the relevant Global
Note or Definitive Note, as applicable) of the then Outstanding Principal Amount of the Notes affected
thereby may, by notice in writing to the Issuer, waive all such Events of Default with respect to such Notes
and rescind and annul each relevant declaration of an amount payable on such Notes, as described in
the immediately preceding paragraph, and the consequences of such declaration; provided that no such
waiver or rescission and annulment shall extend to or shall affect any subsequent Event of Default or
impair any rights consequent thereon.

The Noteholders of a Majority of the Notes shall have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the Paying Agent, or exercising any trust or power
conferred on the Paying Agent, with respect to the Notes; provided that (i) such direction shall not be in
conflict with any rule of law or with the Agency Agreement, (ii) the Paying Agent may take any other
action deemed proper by the Paying Agent that is not inconsistent with such direction, (iii) such direction
shall not be unduly prejudicial to Noteholders not a party to such direction and (iv) the Paying Agent
need not take any action that it determines might involve it in liability or subject it to any personal liability
without indemnity reasonably satisfactory to the Paying Agent.

The relevant Paying Agent shall, within 30 days after the occurrence of any default under the Agency
Agreement with respect to the Notes of which the Paying Agent has received written notice thereof from the
Issuer or any Noteholder, notify all Noteholders pursuant to the Terms and Conditions of the Notes, or as
their names and addresses appear in the register, of such default, unless such default shall have been
cured or waived. For the purposes of this paragraph, the term "default" means any event that is, or after
notice or lapse of time or both would become, an Event of Default with respect to the Notes.

Payment Upon an Event of Default

Amounts Payable

If an Event of Default with respect to the Notes shall have occurred and be continuing, the amount due
and payable for each Note upon any acceleration of the Notes will be an amount, in Euros, equal to the
excess, if any, of the Outstanding Principal Amount of the Notes over the Deferred Principal Adjustment
58
Amount, together with interest accrued on such excess at the Base Rate, commencing on the fifth Business
Day following the date of acceleration of the Notes, as if such Business Day were an Early Redemption
Date designated by the Issuer, with payment of any remaining portion of the Outstanding Principal Amount
of the Notes being subject to Workout Extension as described in "Description of the Notes."

Priority of Payments

Any amounts collected by the Paying Agent as a result of an Event of Default or as a result of proceedings
instituted by the Paying Agent on behalf of Noteholders shall be applied in the following order, at the date or
dates fixed by the Paying Agent and, in case of the distribution of such amounts on account of principal or
interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due to the Paying Agent and Registrar;

SECOND: To the payment of the amounts then due and unpaid for interest on the Notes in
respect of which or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on such Notes for
interest; and

THIRD: To the payment of the amounts then due and unpaid for principal of the Notes in
respect of which or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on such Notes for
principal.

Limitation on Suits

No Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to the
Agency Agreement, or for the appointment of a receiver or trustee, or for any other remedy thereunder,
unless

(a) such Noteholder has previously given written notice to the relevant Paying Agent of a continuing
Event of Default with respect to the Notes;

(b) the Noteholders of not less than 33⅓% in principal amount of the outstanding Notes shall have
made written request to the Paying Agent to institute proceedings in respect of such Event of Default in its
own name as agent hereunder;

(c) such Noteholder or Noteholders have offered to the Paying Agent indemnity reasonably satisfactory
to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Paying Agent for 30 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Paying Agent during such
30-day period by the Holders of a Majority of the Notes;

it being understood and intended that no one or more of such Noteholders shall have any right in any
manner whatsoever by virtue of, or by availing of, any provision of the Agency Agreement to affect,
disturb or prejudice the rights of any other of such Noteholders, or to obtain or to seek to obtain priority or
preference over any other of such Noteholders or to enforce any right under the Agency Agreement, except
in the manner therein provided and for the equal and ratable benefit of all of such Noteholders.

59
Notwithstanding any other provision in this Agreement, the holder of any Note shall have the right, which is
absolute and unconditional, to receive payment of the principal of and interest on such Note on the maturity
date or dates expressed in such Note or the interest payment date(s) expressed in such Note and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Noteholder.

Book-Entry Only Issuance of Global Notes

The Common Depositary will act as securities depositary for the Notes which are Global Notes. The
Global Notes will be issued only as fully registered securities registered in the name of a nominee of the
Common Depositary. One or more fully registered global note certificates, representing the total
aggregate principal amount of the Global Notes, will be issued and will be deposited with Euroclear and
Clearstream.

Each of Euroclear and Clearstream is a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of Euroclear and Clearstream
hold securities that its participants ("Participants") deposit with Euroclear and Clearstream. Euroclear and
Clearstream also facilitate the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations ("Direct Participants"). Access to the Euroclear and Clearstream is also
available to others, such as securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial relationship with a Direct Participant either
directly or indirectly ("Indirect Participants").

Purchases of the Global Notes within Euroclear and Clearstream must be made by or through Direct
Participants, which will receive a credit for the Global Notes on their records. The ownership interest of each
actual purchaser of an interest in Global Notes ("Beneficial Owner") is in turn to be recorded on the Direct
Participants' and Indirect Participants' records. Beneficial Owners will not receive written confirmation
from Euroclear or Clearstream of their purchases, but Beneficial Owners are expected to receive written
confirmations providing details of the transactions, as well as periodic statements of their holdings, from the
Indirect Participants or Direct Participants through which the Beneficial Owners purchased the Global
Notes. Transfers of ownership interests in the Global Notes are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Global Notes, except in the event that use of the book entry
system for the Global Notes is discontinued.

To facilitate subsequent transfers, all Global Notes deposited by Participants with Euroclear and
Clearstream are registered in the name of the nominee of the Common Depositary. The deposit of the
Global Notes with Euroclear and Clearstream and their registration in the name of the nominee of the
Common Depositary effect no change in beneficial ownership. Neither Euroclear nor Clearstream has
knowledge of the actual Beneficial Owners of the Global Notes. The records of Euroclear and Clearstream
reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers. "Common Depositary" means a depositary common to Euroclear
and Clearstream, Luxembourg at such office as shall be notified by both of them to the Registrar from time
to time.

60
Conveyance of notices and other communications by Euroclear and Clearstream to Direct Participants, by
Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.

If the depositary for the Global Notes represented by a global note is (i) at any time unwilling or unable to
continue as depositary or ceases to be a clearing agency registered under the Exchange Act, (ii) has
notified the Issuer that it has been closed for business for a continuous period of fourteen days (other
than by reason of holiday, statutory or otherwise) or (iii) the Issuer has or will become subject to adverse
tax consequences which would not be suffered were the Global Notes represented by Definitive Notes, and,
in the case of (i) or (ii) above, a successor depositary registered as a clearing agency under the
Exchange Act is not appointed by us within 90 days (each of the events described in (i),(ii) or (iii), an
"Exchange Event"), we will issue Definitive Notes in exchange for the registered global note that had
been held by the depositary. In addition, we may decide not to have the Global Notes represented by
one or more global notes. Euroclear and Clearstream have advised us that, under their current practices,
they would notify their participants of our request, but will only withdraw beneficial interests from the global
note at the request of each participant. We would issue definitive certificates in exchange for any such
interests withdrawn. Any Global Notes issued in definitive form in exchange for a global note will be
registered in the name or names that the depositary gives to the applicable Registrar or other relevant agent
of ours or theirs. It is expected that the depositary's instructions will be based upon directions received by
the depositary from participants with respect to ownership of beneficial interests in the registered global note
that had been held by the depositary.

The relevant Paying Agent will wire payments relating to global notes to the nominee of the Common
Depositary. We and the relevant Paying Agent will treat such nominee as the owner of the global notes for
all purposes. Accordingly, neither we (in our capacity as issuer of the Global Notes) nor the relevant Paying
Agent will have responsibility or liability to pay amounts due on global notes to owners of beneficial interests
in such global notes.

It is Euroclear and Clearstream's current practice, upon receipt of any payment of principal or interest, to
credit Direct Participants' accounts on the payment date according to their respective holdings of beneficial
interests in the global notes as shown on their records. In addition, it is the current practice of Euroclear and
Clearstream to assign any consenting or voting rights to Direct Participants whose accounts are credited
with Notes on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial
interests in the global note, and voting by participants, will be governed by the customary practices
between the participants and owners of beneficial interests, as is the case with Notes held for the account
of customers registered in "street name." However, payments will be the responsibility of the participants
and not of Euroclear and Clearstream, the Paying Agent or us (acting as Issuer of the Notes).

The information in this section concerning Euroclear and Clearstream and the book-entry system has been
obtained from sources that we believe to be reliable and has been accurately reproduced and as far as the
Issuer is aware and is able to ascertain from such information no facts have been omitted which would
render the reproduced information inaccurate or misleading.

Replacement of Notes

Should any Note be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified
office of the Issuer (or such other place of which notice shall have been given in accordance with the
terms set forth in the "Notices" section of these Conditions) upon payment by the claimant of the
expenses incurred in connection therewith and on such terms as to evidence and as to indemnity as the
Issuer may reasonably require. Mutilated or defaced Notes must be surrendered before replacements
will be issued.

61
Notices

Notification to Clearing Systems and Irish Stock Exchange

Until such time as Definitive Notes are issued and so long as the Global Note representing the Notes is held
in its entirety on behalf of Euroclear and Clearstream (for its own Direct Participants and Indirect
Participants and also for Indirect Participants holding book entry interests through accounts with
Euroclear or Clearstream and their respective participants), the Issuer or the Calculation Agent, as
applicable, shall deliver all notices concerning the Notes to the Paying Agent for communication to the
Noteholders through Euroclear and Clearstream. Any such notice shall be deemed to have been delivered
to the Noteholders on the day on which such notice was delivered to the Paying Agent. In addition, for so
long as any Notes are listed on the Global Exchange Market of the Irish Stock Exchange, such notice shall
also be delivered to the Irish Listing Agent for notification to the Irish Stock Exchange and for so long as any
Notes are listed on the Global Exchange Market of the Irish Stock Exchange and the rules or guidelines of
such stock exchange so require.

Notification by Noteholders

Notices to be given by any Noteholder to the Issuer regarding the Notes will be validly delivered if
delivered in writing to the Issuer by registered mail. Any such notice shall be deemed to have been
delivered on the day when delivered or if delivered on a day that is not a Business Day or after 5:00 p.m. in
the city of residence of the Issuer on a Business Day, will be deemed effective on the next following
Business Day. The Noteholder must provide satisfactory evidence to the Issuer of its holding of Notes
which, in the case of Notes represented by a Global Note, is expected to be in the form of certification
from Euroclear and Clearstream. In addition, in connection with any notice to be given by the Designated
Holder to the Issuer, the Designated Holder must provide satisfactory evidence to the Issuer that it has been
designated as the "Designated Holder" by at least a Majority of the Notes.

Notices and other communications hereunder from any Noteholder to the Issuer shall, except to the
extent otherwise expressly provided herein, be in writing and shall be addressed as follows, or to such other
addresses as may be specified from time to time:

Deutsche Bank AG Frankfurt

Taunusanlage 12
60325 Frankfurt am Main
Germany
Attention: Treasury/Frankfurt/CPSG Note Program
Christian Kuenzle/Karin Lehnert
Facsimile No.: +49-69-910-34796
Email: Christian.Kuenzle@db.com
Karin.Lehnert@db.com

Copy to:

Deutsche Bank AG, London Branch

Winchester House
1 Great Winchester Street
London EC2N 2DB United Kingdom
Attention: CPSG Note Program Calculation Agent
Facsimile No.: +44-20-754-54455

Deutsche Bank AG, New York Branch

Attention: Credit Portfolio Strategies Group
60 Wall Street, 43rd floor
62
 New York, NY 10005
USA
Attention: Credit Portfolio Strategies Group
Douglas Darman/Rebecca Moss/Travis Lynch
Facsimile No.: +1-212-797-3503
Email: Douglas.Darman@db.com
Rebecca.Moss@db.com
Travis.Lynch@db.com

Notification to Noteholders

Notices to be given to any Noteholder (including the Designated Holder) will be delivered only to
Noteholders who, in each case, have (x) certified in writing to the Calculation Agent and the Paying Agent
that it is the holder or the owner of a beneficial interest in a Note (which certification shall include any
information reasonably necessary to support such certification) and (y) provided an address for delivery of
such notices to the Calculation Agent and the Paying Agent. Such notices will be validly delivered if
delivered in writing to the Noteholders by registered mail at the addresses so provided by such Noteholders.

Periodic Reports

On a quarterly basis, beginning in January 22, 2014, the Issuer will cause the Calculation Agent to deliver a
report (each, an "Information Report") to the Paying Agent not later than the second Business Day before
the related Interest Payment Date. Each Information Report will include certain information, including:

(1) the Outstanding Principal Amount of the Notes on the related Interest Determination Date (giving
effect to any reduction or increase therein pursuant to the Terms and Conditions of the Notes that
occurs in relation to such Interest Payment Date;

(2) Credit Events (including Defaulted Reference Obligations and associated Defaulted Notional
Amounts);

(3) the interest payment to be paid in respect of the Notes on such Interest Payment Date;

(4) the aggregate of the Reference Obligation Notional Amounts of Reference Obligations: (a) added to
the Reference Portfolio as Approved Reference Obligations as at each Replenishment Date
occurring during the related Fixed Rate Payer Calculation Period and (b) removed from the
Reference Portfolio pursuant to any Reduction occurring during the related Fixed Rate Payer
Calculation Period as at the date such Reduction occurred;

(5) the allocation of Loss Calculation Amounts and Adjustment Amounts to the Notes on such Interest
Payment Date;

(6) the aggregate of the Defaulted Notional Amounts of all Defaulted Reference Obligations on such
Interest Payment Date and previous Interest Payment Dates;

(7) the aggregate of the Impaired Notional Amounts of all Impaired Reference Obligations on such
Interest Payment Date and previous Interest Payment Dates;

(8) the aggregate of the Guarantee Undrawn Amounts of all Defaulted Reference Obligations on such
Interest Payment Date and previous Interest Payment Dates;

(9) the amounts constituting reductions to the Outstanding Principal Amount on such Interest Payment
Date and the portion thereof derived from Defaulted Notional Amounts for such Interest Payment
Date; and

63
(10) with respect to the Reference Portfolio, confirmation that each of the Replenishment Conditions
were met in connection therewith.

Any Information Report received by the Paying Agent on or before the date specified above will be delivered
by the Paying Agent no later than one Business Day before the related Interest Payment Date to each
Noteholder.

Calculation Agent, Paying Agent and Determinations

Calculation Agent

The Issuer reserves the right at any time to appoint another institution as the Calculation Agent; provided
that no termination of appointment of the existing Calculation Agent shall become effective until a
replacement Calculation Agent shall have been appointed. Notice of any such termination or appointment
will be given to the Noteholders in accordance with the terms set forth in the "Notices" section of
these Conditions. The Calculation Agent acts solely as agent of the Issuer and does not assume any
obligation or duty to, or any relationship of agency or trust for or with, the Noteholders. Any calculations or
determinations in respect of the Notes made by the Calculation Agent shall (save in the case of manifest
error) be final, conclusive and binding on the Noteholders. The Calculation Agent may, with the consent of
the Issuer, delegate any of its obligations and functions to a third party, as it deems appropriate.

Determinations by the Issuer or Credit Event Monitoring Agent

Any determination made by the Issuer in such capacity or as Credit Event Monitoring Agent pursuant to
these Conditions shall (save in the case of manifest error) be final, conclusive and binding on the
Noteholders; provided that any such determination shall be made in good faith and in a commercially
reasonable manner.

Paying Agent

Payments of amounts due at maturity on the Notes will be payable and the transfer or exchange of the
Notes will be made at the office specified by Deutsche Bank AG, London Branch for purposes of transfer
and exchange which is currently located at Winchester House, 1 Great Winchester Street, London EC2N
2DB United Kingdom, Attention: CPSG Note Program Paying Agent.

Deutsche Bank AG, London Branch will act as Paying Agent and we may designate additional paying
agents. Registration of transfers or exchanges of the Notes will be effected without charge by or on behalf
of Deutsche Bank AG, London Branch but upon payment (with the giving of such indemnity as Deutsche
Bank AG, London Branch may require) in respect of any tax or other governmental charges that may be
imposed in relation to it. The Notes may be offered, resold, pledged or otherwise transferred only (a) to
Deutsche Bank or an affiliate of Deutsche Bank by way of tender, and only if Deutsche Bank or such
affiliate decides in its sole discretion to permit it, or (b) to persons that are both (A) "qualified institutional
buyers" within the meaning of Rule 144A under the Securities Act and (B) "qualified purchasers" as defined
in Section 2(a)(51) of the Investment Company Act in a transaction meeting the requirements of Rule 144A
of the Securities Act, or pursuant to an exemption from registration under the Securities Act, in an offshore
transaction, to a person that is not a "U.S. Person" (within the meaning of Regulation S under the Securities
Act) and that either is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act
or is not a "U.S. resident" (within the meaning of the Investment Company Act). Any such transfers to
Deutsche Bank or an affiliate of Deutsche Bank by way of tender will be on such terms as Deutsche Bank
or such affiliate sets in its sole discretion based on market conditions at the time and such other factors as it
may determine.

64
Purchases and Cancellation

The Issuer may at any time, but is at no time obliged to, purchase Notes in the open market or otherwise
and at any price. Notes purchased by the Issuer may, at the option of the Issuer, be held, resold or
surrendered to the applicable Registrar for cancellation.

Mergers and Other Significant Corporate Actions

Under German law, a surviving corporation in a merger or consolidation generally assumes the obligations
of its predecessors. There are, however, no covenants in the Agency Agreement that would afford Holders
of Notes additional protection in the event of a recapitalization transaction, a change of control of Deutsche
Bank AG, a merger or consolidation, a sale, lease or conveyance of all or substantially all of Deutsche Bank
AG's assets or a highly leveraged transaction.

Noteholder Information for Tax Compliance

Upon written request by the Issuer, each Holder shall provide, or cause to be provided, any information with
respect to such Holder, including information concerning the direct or indirect owners of such Holder, that
the Issuer determines is necessary under applicable law (i) to prevent payments on the Notes from being
subject to United States withholding tax or (ii) for the Issuer to comply with FATCA.

Tax Event

A "Tax Event" shall occur in the event that any tax is required by law to be deducted and withheld from any
payment of interest or principal on the Notes to a Holder or beneficial owner; provided that the requirement
that a tax be so deducted or withheld shall not constitute a Tax Event if such tax is:

(a) imposed on a payment to a Holder or beneficial owner of a Note that is (i) a "bank" receiving
a payment on an extension of credit entered into in the ordinary course of its lending business within the
meaning of Section 881(c)(3)(A) of the Code, (ii) a "10 percent shareholder" of the Issuer within the
meaning of Section 881(c)(3)(B) of the Code, or (iii) a "controlled foreign corporation" related to the Issuer
within the meaning of Section 881(c)(3)(C) of the Code;

(b) imposed pursuant to Sections 1471-1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or
regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into
in connection with the implementation of such Sections of the Code or analogus provisions of non-U.S. law;

(c) imposed due to the failure of the Holder or beneficial owner of a Note to present any forms,
certifications or other documents that are requested by the Issuer or any paying agent as necessary in
accordance with applicable law relating to withholding tax or tax information reporting, including, without
limitation, U.S. Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP, W-8IMY and W-9 (and any
successors thereto);

(d) imposed on a payment to a Holder or beneficial owner of a Note because the Holder or beneficial
owner has made any false representation or breached any covenant in its purchaser representation letter; or

(e) required to be deducted or withheld from a payment to an individual and is required to be made
pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or
introduced in order to conform to, such Directive;

provided, further, that, for the avoidance of doubt, a Tax Event shall occur in the event that a tax would have
been required to have been deducted or withheld from a payment to a Holder or beneficial owner
independent of the circumstances described in clauses (a) through (e) above. Notwithstanding the
65
foregoing, a Tax Event shall not occur in the event that (and for so long as) the Issuer pays the Noteholders
additional amounts on Interest Payment Dates such that the net amount received by each Holder or
beneficial owner on such Interest Payment Date after the deduction or withholding of tax is equal to the
net amount the Holder or beneficial owner would have received on such Interest Payment Date had no
deduction or withholding of tax been required. The Issuer is not required to pay additional amounts to
Holders if a Tax Event occurs.

Upon the occurrence of a Tax Event, the Noteholder may elect to have the Notes redeemed for a price
equal to the Outstanding Principal Amount plus accrued and unpaid interest on 10 Business Days' notice to
the Issuer. In the event that the Issuer instructs a withholding agent to deduct or withhold tax from any
payment of interest or principal on the Notes, the Issuer will contemporaneously notify the Noteholders that it
has given such instruction.

Substitutions

Substitution of the Issuer

The Issuer, or any previous substituted company, may at any time, without the consent of the Noteholders
substitute for itself as principal obligor under the Notes any company (the "Substitute"), being any
subsidiary or affiliate of the Issuer, subject to:

(a) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining
of any necessary consents) to ensure that the Notes represent legal, valid and binding obligations of the
Substitute having been taken, fulfilled and done and being in full force and effect;

(b) the Issuer having given at least 30 days' prior notice of the date of such substitution to the
Noteholders in accordance with the terms set forth in the "Notices" section of these Conditions or to such
Noteholders at their addresses specified on the books of the Registrar; and

(c) the Issuer irrevocably and unconditionally guaranteeing in favor of each Noteholder the payment
of all sums payable by the Substitute in respect of the Notes.

In the event of any substitution of the Issuer, any reference in these Conditions to the Issuer shall henceforth
be construed as a reference to the Substitute.

Substitution of Office

The Issuer shall have the right upon notice to the Noteholders, delivered in accordance with the terms set
forth in the "Notices" section of these Conditions, to change the office through which it is acting for the
purpose of the Notes, the date of such change to be specified in such notice; provided that no such change
can take place prior to the giving of such notice.

66
In the event that any tax is required to be deducted or withheld from payments of interest or principal on the
Notes solely and exclusively as a result of a substitution of the Issuer or change of office through which the
Issuer is acting for the purpose of the Notes, in excess of the amount of tax that would otherwise have been
required to have been deducted or withheld in the absence of such substitution or change of office, the
Substitute, in the event of substitution of the Issuer, or the Issuer, in the event of change of office, shall pay
the Noteholders or beneficial owners additional amounts such that the net amount received by Noteholders
or beneficial owners is equal to the net amount the Noteholders or beneficial owners would have received
had the substitution or change of office not taken place (a "Substitution Tax Event"); provided, however,
that, for the avoidance of any doubt, a Substitution Tax Event shall not occur, and neither the Issuer nor the
Substitute shall be required to pay the Noteholders any additional amounts, with respect to any tax that
would have been required to have been deducted or withheld from payments of interest or principal on the
Notes in the absence of such substitution or change of office.

Governing Law

The Notes and the Agency Agreement shall be governed by and interpreted in accordance with the laws of
the State of New York without regard to its conflict of laws principles.

67
 THE REFERENCE PORTFOLIO

General

On any day, the "Reference Portfolio" will consist of the portfolio of obligations which are held by or for the
benefit of any DBAG Group Entity and which are listed as such in the Reference Obligation List (as defined
below), including partial claims and contingent claims for the payment of principal, interest and fees (if any)
arising from certain loans, including syndicated loans and leveraged finance loans, revolving credit facilities
and other payment claims arising from certain guarantees, including letters of credit, to corporate entities,
including financial institutions and certain other entities (each such obligation, a "Reference Obligation").
On any date, in respect of any Reference Obligation, any obligor in respect thereof (each, a "Reference
Obligor") or, in respect of any Reference Obligation that is subject to a guarantee, any guarantor in respect
thereof (each, a "Reference Obligation Guarantor"), in each case as shown in the books and records of
the Originator, will be the "Reference Entity". A "Reference Entity Group" in respect of any Reference
Entity comprises such Reference Entity and any other debtor forming a unit with such Reference Entity (as
determined in good faith by Deutsche Bank AG), meaning that one has (directly or indirectly) controlling
influence on the other, can exert such controlling influence, or in the absence of such influence may be seen
as one unit in terms of risk, or if one of such debtors experiences financial difficulties, such condition may
lead the Reference Entity also to experience financial difficulties. Each Reference Entity Group will be
identified by a Reference Entity Group Identifier in the Reference Obligation List. A "Successor" in relation
to a Reference Entity means a direct or indirect successor to such Reference Entity that assumes liability in
respect of any relevant Reference Obligation by way of merger, consolidation, amalgamation, transfer or
otherwise, whether by operation of law or pursuant to any agreement, as determined by the Calculation
Agent (after consultation with the Issuer).

The Calculation Agent will maintain a registry (the "Reference Obligation List") that will specify, among
other things, with respect to each Reference Obligation, the U.S. Dollar amount specified as such for that
Reference Obligation in the Reference Obligation List (each such amount, the "Reference Obligation
Notional Amount"). If and when a Replenishment Date occurs during the Replenishment Period, then
within 15 Business Days after such Replenishment Date, or if no Replenishment Date has occurred within
thirty (30) calendar days after the delivery of the last Reference Obligation List, then on such 30th calendar
day, the Calculation Agent will deliver to each of the Issuer, the Credit Event Monitoring Agent and the
Paying Agent a copy of the Reference Obligation List containing information regarding the Reference
Portfolio as of the latest Replenishment Date or other applicable date (or, in the case of the first Reference
Obligation List so delivered after the Issue Date, since the Issue Date). Each day on which a Reference
Obligation List is delivered hereunder shall be a "Reference Obligation List Delivery Date".

Each Reference Obligation and the related Reference Entity must satisfy the Reference Obligation Eligibility
Criteria set forth on Schedule C to Appendix I hereto on the Eligibility Test Date for each such Reference
Obligation. Notwithstanding the foregoing, any Reference Obligation included in the Reference Obligation
List with an Eligibility Test Date that is earlier than the Issue Date shall be deemed to satisfy the Reference
Obligation Eligibility Criteria as of the Issue Date.

The "Relevant Date" is, with respect to any Reference Obligation comprising the Reference Portfolio on the
Issue Date, the "Relevant Date" as stated on the Reference Obligation List on the Issue Date or, with
respect to any Reference Obligation added to the Reference Portfolio (or whose Reference Obligation
Notional Amount was increased) thereafter, either (i) pursuant to a Replenishment, the related
Replenishment Date or Reset Date or (ii) pursuant to the provisions of clause (x) following the
Replenishment Conditions in Schedule D to Appendix I to this Offering Circular, under which the
Replenishment Conditions are made inapplicable, the date of election specified by the Issuer pursuant to
such provisions.

68
The "Eligibility Test Date" is (i) the Eligibility Test Date identified in the Reference Obligation List with
respect to each of the Reference Obligations forming part of the Reference Portfolio on the Issue Date and
(ii) the Replenishment Date, in relation to a Reference Obligation which either (A) is (or is proposed to be)
added to the Reference Portfolio or (B) the Reference Obligation Notional Amount of such Reference
Obligation is (or is proposed to be) increased.

A Reference Obligation will, unless earlier removed (or subject to the reduction of its Reference Obligation
Notional Amount) pursuant to a Reduction (as defined below) or pursuant to the occurrence of an Event
Determination Date, remain in the Reference Portfolio until the related Reference Obligation Due Date. For
any Reference Obligation, the earlier of (x) the Scheduled Maturity Date and (y) (i) unless its maturity date
shall have been extended pursuant to a restructuring, extension or refinancing and the Issuer shall have
notified the Calculation Agent and the Credit Event Monitoring Agent in writing of the Issuer's election to
make applicable the maturity date as so extended, its original maturity date or (ii) if its maturity date shall
have been so extended and the Issuer shall have notified the Calculation Agent and the Credit Event
Monitoring Agent in writing of its election to make applicable the maturity date as so extended, its maturity
date as so extended or otherwise agreed pursuant to such restructuring, extension or refinancing shall be
the "Reference Obligation Due Date" for such Reference Obligation; provided that for a Reference
Obligation consisting of a portion of an underlying claim, the Reference Obligation Due Date of such
Reference Obligation shall be the remaining term to maturity of such portion. A Reference Obligation in
respect of which the maturity date has been extended pursuant to the exercise of an option given to the
borrower to extend the maturity of the credit facility at the initial maturity for an additional period of time
established at the initial loan closing date (such later date, the "Term Out Maturity Date") will, unless earlier
so removed, remain in the Reference Portfolio until the Term Out Maturity Date even if such Reference
Obligation is governed by new loan documents, and such Term Out Maturity Date shall become the
Reference Obligation Due Date for the relevant Reference Obligation; provided, however, that if the original
maturity date of any Reference Obligation is extended (as described in (y)(ii) above or pursuant to the
exercise of an option to extend the maturity date of such Reference Obligation to its Term Out Maturity Date)
to a date later than the Scheduled Maturity Date, then the Reference Obligation Due Date shall be deemed
to be the Scheduled Maturity Date. The Calculation Agent will update the Reference Obligation List for any
change in the Reference Obligation Due Date of a Reference Obligation and will deliver a copy of the
Reference Obligation List as so updated to each of the Issuer, the Credit Event Monitoring Agent and the
Paying Agent. A Defaulted Reference Obligation will be removed from the portion of the Reference
Obligation List evidencing the Reference Portfolio upon the occurrence of the Event Determination Date in
respect thereof.

The actual characteristics of the Reference Portfolio will change over time as a result of Replenishments to
the Reference Portfolio during the Replenishment Period. See "Replenishment" in this Offering Circular.

Reference Obligations - Identification

Each Reference Obligation forming part of the initial Reference Portfolio as of the Issue Date has been
identified in an initial report generally in the form of the Reference Obligation List and each Reference
Obligation which is subsequently added to the Reference Portfolio of any Replenishment Date will be
similarly so identified.

All references to Reference Obligations, Reference Entities or Reference Entity Groups in the Reference
Obligation List as delivered by the Issuer from time to time will be identified by a unique numerical identifier.

Further details regarding each Reference Obligation are contained in the related records of the relevant
DBAG Group Entity. Each DBAG Group Entity may maintain records and documentation relating to the
Reference Obligations in paper or electronic form or in any other commercially reasonable manner.

69
Reference Obligation Eligibility Criteria

In respect of each Reference Obligation, and the related Reference Entity, the criteria (the "Reference
Obligation Eligibility Criteria") set forth in Schedule C to Appendix I to this Offering Circular must be met
at the time of inclusion in the Reference Portfolio or the time of any increase in its Reference Obligation
Notional Amount.

Servicing Practices

The administration, collection and enforcement of each Reference Obligation will be carried out (i) by the
DBAG Group Entities (in such capacity, each a "DB Servicer") or (ii) by a third party agent bank (an "Agent
Bank" and together with the DB Servicers, the "Servicers"). Each DB Servicer will:

(i) service each Reference Obligation in accordance with its credit and collection policies to the
extent it is or becomes responsible for servicing of a particular Reference Obligation, and

(ii) monitor in accordance with such credit and collection policies that the Reference
Obligations serviced by Agent Banks are serviced in accordance with the documentation governing
the relevant Reference Obligation,

subject, in each case, to their servicing practices as described in "Credit Policies and Procedures" in this
Offering Circular.

70
 INFORMATION TABLES REGARDING THE REFERENCE PORTFOLIO

The following tables set out, as of December 2, 2013, the number, the current Reference Obligation
Notional Amounts, the terms to maturity and certain other characteristics of the Reference Obligations.
The sum of the Reference Obligation Notional Amounts and the percentages in the following tables may not
equal the totals due to rounding. The Reference Obligation Notional Amounts are denominated in Euros.

A Reference Obligation may have been removed from the Reference Portfolio or a substitution may have
been made for certain Reference Obligations prior to the Issue Date. In addition, prior to the Issue Date,
Deutsche Bank AG may have added new Reference Obligations to the Reference Portfolio or increased the
Reference Obligation Notional Amounts of one or more of the Reference Obligations, in each case in
accordance with the Replenishment Conditions. Resets of the Reference Obligation Notional Amounts of
the Non-EUR Reference Obligations may also have been effected prior to the Issue Date. See
"Replenishment—Non-EUR Reference Obligations and Resets" in this Offering Circular. All of the foregoing
events may have resulted in changes to certain characteristics of the Reference Portfolio as of the Issue
Date in comparison with the description of the initial Reference Portfolio set out in this Offering Circular.

The actual characteristics of the Reference Portfolio will change over time as a result of amortization in
the Reference Portfolio, changes in credit quality and resulting changes in ratings, and during the
Replenishment Period as a result of Replenishments in the Reference Portfolio and Resets of the Reference
Obligation Notional Amounts of the Reference Obligations, in each case in accordance with the
Replenishment Conditions. During the Replenishment Period, Deutsche Bank AG may add new Reference
Obligations to the Reference Portfolio in accordance with the Replenishment Conditions. See "The
Reference Portfolio—Reference Obligation Eligibility Criteria" and "Replenishment" in this Offering Circular.

Ratings

Ratings information in respect of each Reference Obligation and the Reference Portfolio generally has been
sourced from S&P or Moody's or within Deutsche Bank AG as the case may be and as further described
under "The Reference Portfolio" and hereunder.

A rating assigned by a rating agency may be subject to revision or withdrawal by the relevant rating agency
at any time. The "DBAG Internal Rating" is, with respect to a Reference Entity, the credit rating assigned
by Deutsche Bank AG to such Reference Entity for the purposes of Deutsche Bank AG's generally
applicable internal credit evaluation and monitoring processes, may be subject to revision or withdrawal at
any time and may be based on factors, some or all of which are not relevant to the Noteholders. A rating
(including, without limitation, any DBAG Internal Rating) is not a recommendation to buy, sell or hold
securities.

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Summary (as of December 2, 2013):

Initial Portfolio Notional Amount €600,000,000

Number of Reference Obligations 83

Number of Reference Entity Groups 80
Reference Obligations for which Reference Entity name cannot be disclosed 0

S&P Weighted Average Rating BBB/BBB-

Weighted Average Life (yr) 2.79

S&P Explicit Rating 62.9%

at least one agency 65.4%

Portfolio concentrations (S&P Equivalent Rating):

- "AAA" 0.0%
- "AA-" to "AA+" 2.25%
- "A-" to "A+" 11.66%
- "BBB-" to "BBB+" 66.30%
- "BB-" to "BB+" 17.54%
- "B-" to "B+" 2.25%
- "CCC+" and below 0.00%

*
Note: The calculation of the Weighted Average Life is as of December 2, 2013.

Reference Entity Group Balances

Reference Entity Group Aggregate Notional Percentage of Initial Portfolio

Balance (€) Amount (€) Notional Amount
up to 5,000,000 100,913,291 16.82%
5,000,001 - 10,000,000 205,508,583 34.25%
10,000,001 - 15,000,000 293,578,126 48.93%
Total 600,000,000 100.00%

Maximum: €15,000,000
Minimum: €1,000,000
Average: €5,504,587

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S&P Industries of Reference Entity Groups

Aggregate Percentage of
Industry Notional Amount Initial Portfolio
Code S&P Industry (€) Notional Amount
1 Aerospace and defense 0 0.00%
2 Air transport 9,479,978 1.58%
3 Automotive 0 0.00%
4 Beverage and tobacco 3,090,182 0.52%
5 Broadcast, radio and television 4,300,000 0.72%
6 Brokers / dealers / investment houses 0 0.00%
7 Building and development 56,520,000 9.42%
8 Business equipment and services 26,100,000 4.35%
9 Cable and satellite television 0 0.00%
10 Chemical / plastics 31,500,000 5.25%
11 Clothing / textiles 0 0.00%
12 Conglomerates 0 0.00%
13 Containers and glass products 0 0.00%
14 Cosmetics / toiletries 0 0.00%
15 Drugs 16,100,000 2.68%
16 Ecological services and equipment 0 0.00%
17 Electronics / electric 10,500,000 1.75%
18 Equipment leasing 21,954,634 3.66%
19 Farming / agriculture 0 0.00%
20 Financial intermediaries 51,270,935 8.55%
21 Food / drug retailers 21,782,904 3.63%
22 Food products 37,700,000 6.28%
23 Food service 0 0.00%
24 Forest products 7,000,000 1.17%
25 Health care 0 0.00%
26 Home furnishings 0 0.00%
27 Lodging and casinos 0 0.00%
28 Industrial equipment 59,747,811 9.96%
29 Insurance 16,500,000 2.75%
30 Leisure goods / activities / movies 17,581,870 2.93%
31 Nonferrous metals / minerals 16,279,065 2.71%
32 Oil and gas 85,853,091 14.31%
33 Publishing 0 0.00%
34 Rail industries 0 0.00%
35 Retailers (except food and drug) 16,050,000 2.68%
36 Steel 0 0.00%
37 Surface transport 3,154,237 0.53%
38 Telecommunications / cellular communications 42,500,000 7.08%
39 Utilities 45,035,292 7.51%
40 Reserve 0 0.00%
TOTAL 600,000,000 100.00%

73
Moody's Industries of Reference Entity Groups

Aggregate Percentage of
Industry Notional Amount Initial Portfolio
Code Moody's Industry (€) Notional Amount
1 Aerospace & Defense 0 0.00%
2 Automobile 4,800,000 0.80%
3 Banking 35,070,935 5.85%
4 Beverage, Food & Tobacco 40,790,182 6.80%
5 Buildings & Real Estate 56,520,000 9.42%
6 Chemicals, Plastics & Rubber 64,116,666 10.69%
7 Containers, Packaging & Glass 7,000,000 1.17%
Personal & Nondurable Consumer Products
8 (Manufacturing Only) 23,400,000 3.90%
9 Diversified/Conglomerate Manufacturing 0 0.00%
10 Diversified/Conglomerate Service 10,500,000 1.75%
Diversified Natural Resources, Precious Metals 0 0.00%
11 & Minerals
12 Ecological 5,300,000 0.88%
13 Electronics 50,185,311 8.36%
14 Finance 16,200,000 2.70%
15 Farming & Agriculture 0 0.00%
16 Grocery 11,282,904 1.88%
17 Healthcare, Education & Childcare 0 0.00%
Home & Office Furnishings, Housewares &
18 Durable Consumer Products 10,500,000 1.75%
19 Hotels, Motels, Inns and Gaming 0 0.00%
20 Insurance 16,500,000 2.75%
21 Leisure, Amusement, Entertainment 7,681,870 1.28%
Machinery (Nonagriculture, Nonconstruction,
22 Nonelectronic) 9,362,500 1.56%
23 Mining, Steel, Iron & Nonprecious Metals 21,279,065 3.55%
24 Oil & Gas 30,336,425 5.06%
25 Personal, Food & Misc. Services 39,104,634 6.52%
26 Printing & Publishing 0 0.00%
27 Cargo Transport 26,000,000 4.33%
28 Retail Stores 0 0.00%
29 Telecommunications 42,500,000 7.08%
30 Textiles & Leather 0 0.00%
31 Personal Transportation 17,534,216 2.92%
32 Utilities 49,735,292 8.29%
33 Broadcasting & Entertainment 4,300,000 0.72%
TOTAL 600,000,000 100.00%

74
Distribution by Country

Aggregate Notional Percentage of Initial Portfolio

Country Amount (€) Notional Amount
AUSTRALIA 9,891,156 1.65%
BELGIUM 6,000,000 1.00%
CANADA 10,496,504 1.75%
CAYMAN ISLANDS 5,620,000 0.94%
CHILE 7,000,000 1.17%
CHINA 4,800,000 0.80%
DENMARK 9,900,000 1.65%
FINLAND 6,206,780 1.03%
FRANCE 53,479,004 8.91%
GERMANY 62,362,500 10.39%
GREAT BRITAIN 71,321,358 11.89%
HONG KONG 10,000,000 1.67%
HUNGARY 12,000,000 2.00%
IRELAND 6,608,435 1.10%
ITALY 18,181,870 3.03%
NETHERLANDS 12,700,000 2.12%
NEW ZEALAND 13,500,000 2.25%
RUSSIA 9,079,065 1.51%
SOUTH AFRICA 15,000,000 2.50%
SPAIN 4,800,000 0.80%
SWEDEN 35,000,000 5.83%
SWITZERLAND 7,750,000 1.29%
UNITED STATES OF AMERICA 208,303,327 34.72%
TOTAL 600,000,000 100.00%

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Distribution by Remaining Term

Outstanding Notional Percentage of Initial Portfolio

Remaining Term (months) Amount (€) Notional Amount
1 to 12 46,720,935 7.79%
13 to 24 90,459,371 15.08%
25 to 36 195,664,210 32.61%
37 to 48 267,155,484 44.53%
Total 600,000,000 100.00%

Maximum Remaining Term: 47 months

Minimum Remaining Term: 3.0 months
Weighted Average Remaining Term: 33.8 months

Note: The calculation of the Remaining Term (to the Reference Obligation Due Date) is as of December 2, 2013.

A copy of the Reference Obligation List as of December 2, 2014 is available in Appendix II of this listing
particulars.

76
 REPLENISHMENT

Deutsche Bank AG as Issuer shall, from time-to-time, add new Reference Obligations to the Reference
Portfolio to increase the Portfolio Notional Amount up to the Maximum Portfolio Notional Amount during the
period (the "Replenishment Period") from and including the Issue Date to and including the Interest
Payment Date scheduled to occur in October 2017. Any Replenishment made by the Issuer will be solely
for its own benefit and not as agent, fiduciary or in any other capacity on behalf of the Noteholders.

Deutsche Bank AG's obligation to replenish the Reference Portfolio will be subject to the satisfaction of the
applicable Reference Obligation Eligibility Criteria on the Eligibility Test Dates and applicable Replenishment
Conditions on the Replenishment Dates and Reset Dates.

Replenishment

On the 25th calendar day of each month (or, if such day is not a Business Day, the next succeeding
Business Day) beginning in the calendar month in which the Issue Date occurs (each such date, a
"Replenishment Notice Date"), the Issuer may, if (i) the Designated Holder is the holder or beneficial owner
of any Notes outstanding on the relevant Replenishment Notice Date, (ii) the Replenishment Period has not
ended and (iii) a positive Cumulative Available Replenishment Amount exists as of the Replenishment
Notice Date, provide written notice (a "Replenishment Notice") to the Designated Holder of the Issuer's
designation of additional Reference Obligation(s) and associated notional amount(s) (each, a "Designated
Reference Obligation") and other information required to be included in the Reference Obligation List (the
"Designated Reference Obligation Notional Amounts") for inclusion in the Reference Portfolio, which
Designated Reference Obligation must be designated in accordance with one of the following criteria

(a) such Designated Reference Obligation is an obligation of any Reference Entity identified in
Schedule A-2 of the Notional CDS Confirmation, as such Schedule A-2 may be amended from time to time
in accordance with the terms set forth in Schedule B-2 of the Notional CDS Confirmation (the "Approved
Reference Entity Group List") (any such Designated Reference Obligation, a "Designated Pre-approved
Reference Obligation"); or

(b) such Designated Reference Obligation is designated in accordance with the following criteria (any
Designated Reference Obligation designated pursuant to this clause (b), a "Designated 2-for-1 Reference
Obligation" and the associated notional amount, the "Designated 2-for-1 Reference Obligation Notional
Amount"):

(i) the number of Reference Entities relating to the Designated 2-for-1 Reference Obligations
set forth in any required Replenishment Notice shall be equal to the product of: (x) the number of
different Reference Entities comprising the Reference Obligation Notional Amounts of the
Reductions since the last Replenishment Notice Date less the number of different Reference
Entities of Designated Pre-approved Reference Entities on such Replenishment Notice Date and (y)
two,

(ii) the aggregate of the Reference Obligation Notional Amounts of the Designated 2-for-1
Reference Obligations set forth in such Replenishment Notice is at least equal to the Minimum
Buyer Offered Amount,

(iii) the aggregate of the Reference Obligation Notional Amounts of the Approved 2-for-1
Reference Obligations set forth in the applicable Replenishment Response Notice must not, in the
case of the Reductions described in clause (c) of the definition thereof, exceed an amount equal to
the lesser of (a) 50% of the aggregate of the Reference Obligation Notional Amounts of such
Reductions since the last Replenishment Notice Date and (b) 50% of the aggregate Loss
Determination Amounts in respect of the applicable Defaulted Reference Obligations with respect to

77
 which such Reductions were calculated as described in clause (c) of the definition thereof since the
last Replenishment Notice Date;

(iv) each Reference Entity relating to Designated 2-for-1 Reference Obligations set forth in a
Replenishment Notice shall be organized in a different country from, and shall not belong to the
same Moody's industry as, each other Reference Entity designated in such Replenishment Notice;
and

(v) notwithstanding anything in clause (ii) to the contrary, the aggregate of the Reference
Obligation Notional Amounts of the Designated 2-for-1 Reference Obligations set forth in the
applicable Replenishment Notice shall be, in the case of the Reductions described in clause (c) of
the definition thereof, equal to 100% of the aggregate of the Reference Obligation Notional
Amounts of such Reductions since the last Replenishment Notice Date (and the Minimum Buyer
Offered Amount shall be reduced accordingly);

provided that for the purposes of any calculation or determination made pursuant to this clause (b) on any
Replenishment Notice Date, the term "Reductions" shall be reduced by the aggregate Reference Obligation
Notional Amounts of any Designated Pre-approved Reference Obligations and any proposed
Replenishments in accordance with the Replenishment Conditions, in each case as determined on such
Replenishment Notice Date;

provided, further, that each Reference Obligation so added (or whose Reference Obligation Notional
Amount was so increased) meets the Reference Obligation Eligibility Criteria and, following such addition,
the Reference Portfolio meets the Replenishment Conditions.

If on any date of determination the aggregate of the Reference Obligation Notional Amounts of all Below
Investment Grade Reference Obligations is greater than 25% of the Initial Portfolio Notional Amount, and the
Cumulative Projected Loss Amount is greater than (x) 1.0% of the Initial Portfolio Notional Amount prior to
the Payment Date occurring in October 2013, or (y) 2.5% of the Initial Portfolio Notional Amount thereafter,
then Replenishments with respect to Below Investment Grade Reference Obligations will cease; provided
that the "Cumulative Projected Loss Amount" equals the sum of (A) 50% of the aggregate of the
Defaulted Notional Amounts of all Defaulted Reference Obligations that are not Liquidated Reference
Obligations and (B) the aggregate of (1) the Defaulted Notional Amount for all Liquidated Reference
Obligations minus (2) the Recovery Amount for all Liquidated Reference Obligations.

Within seven Business Days (or, if only one Reference Entity comprised the Reductions for the relevant
Replenishment Notice Date, five Business Days) following receipt of a Replenishment Notice (such seventh
(or, fifth, as applicable) Business Day after receipt of a Replenishment Notice referred to herein as the
"Replenishment Notice Expiration Date"), the Designated Holder shall have the obligation to notify the
Issuer in writing (such writing, a "Replenishment Response Notice"), of its approval or rejection for
inclusion in the Reference Portfolio of one or more Designated 2-for-1 Reference Obligations identified in the
Replenishment Notice (any Designated 2-for-1 Reference Obligation approved for inclusion in the Reference
Portfolio in whole or in part, an "Approved 2-for-1 Reference Obligation" and, together with any
Designated Pre-approved Reference Obligations, the "Approved Reference Obligations"), and any
Designated 2-for-1 Reference Obligation not approved for inclusion in the Reference Portfolio (such
rejection, in whole or in part), a "Rejected Reference Obligation"), in each case to the extent specified in
the Replenishment Response Notice; provided, that (A) the aggregate Reference Obligation Notional
Amounts of such Approved 2-for-1 Reference Obligations shall not be greater than an amount equal to (x)
the Maximum Portfolio Notional Amount as of such Replenishment Notice Date minus (y) the aggregate
Reference Obligation Notional Amounts of all Designated Pre-approved Reference Obligations identified in
such Replenishment Response Notice and (B) the aggregate Reference Obligation Notional Amounts of all
such Approved Reference Obligations would not cause the Portfolio Notional Amount to be greater than the
Maximum Portfolio Notional Amount. For the avoidance of doubt, the Issuer may designate a Rejected

78
Reference Obligation as a Designated Reference Obligation on any subsequent Replenishment Notice Date
so long as the Issuer determines, in its sole discretion, that such Rejected Reference Obligation satisfies the
Reference Obligation Eligibility Criteria and the Replenishment Conditions on such date.

The Designated Holder shall be obligated to approve or reject in whole or in part the Designated 2-for-1
Reference Obligations identified in the Replenishment Notice pursuant to a Replenishment Response
Notice. For the avoidance of doubt, the Designated Holder shall have no rejection rights in respect of
Designated Pre-approved Reference Obligations except as set forth in Schedule B-2 of the Notional CDS
Confirmation.

Upon the delivery of a Replenishment Response Notice, (i) no Rejected Reference Obligation shall be
included in the Reference Portfolio and (ii) the Approved 2-for-1 Reference Obligations will become
Reference Obligations (in each case at their associated approved Reference Obligation Notional Amounts)
on the Replenishment Date for such Reference Obligations.

Each such addition of Reference Obligations (or increase in Reference Obligation Notional Amounts) shall
constitute a "Replenishment". "Replenishment Date" means (i) with respect to any Designated Pre-
approved Reference Obligation, the applicable Replenishment Notice Date and (ii) with respect to Approved
2-for-1 Reference Obligations added to the Reference Portfolio, the Business Day after the Designated
Holder approves such Approved 2-for-1 Reference Obligations for inclusion in the Reference Portfolio.

If no Replenishment Response Notice has been delivered by the Designated Holder within two Business
Days of the delivery of a Replenishment Notice, no Designated 2-for-1 Reference Obligations shall be
included in the Reference Portfolio. If the Designated Holder is no longer the holder or beneficial owner of
the Notes outstanding on the relevant Replenishment Notice Date as notified in writing by the Designated
Holder to the Issuer, the Issuer shall not be obligated to deliver a Replenishment Notice to the Designated
Holder, and Replenishments can be effected as would satisfy the Reference Obligation Eligibility Criteria
and the Replenishment Conditions.

The "Maximum Portfolio Notional Amount" means, on any date of determination, an amount equal to the
Initial Portfolio Notional Amount minus the aggregate of the Net Loss Calculation Amounts of all Defaulted
Reference Obligations as of such date minus the aggregate of the Impaired Notional Amounts of all
Impaired Reference Obligations, if any, as of such date plus solely with respect to each Defaulted Reference
Obligation for which a Recovery Determination Date has yet to occur, the lesser of (a) 50% of the aggregate
of the Defaulted Notional Amounts of such Defaulted Reference Obligations and (b) 50% of the Cumulative
Net Loss Amounts.

The "Portfolio Notional Amount" means, on any date of determination, an amount equal to (a) the
aggregate of the Reference Obligation Notional Amounts of all Reference Obligations (including Impaired
Reference Obligations) comprising the Reference Portfolio as of such date, minus (b) the aggregate of the
Impaired Notional Amounts of all Impaired Reference Obligations comprising the Reference Portfolio as of
such date, plus (c) the aggregate of the Guarantee Undrawn Amounts as of such date.

The "Guarantee Undrawn Amount" means, with respect to each Impaired Reference Obligation or
Defaulted Reference Obligation, on any date of determination, the lesser of (a) the aggregate amount
remaining undrawn under Guarantees that remains capable of being drawn (and of giving rise to a
Guarantee Reimbursement Obligation comprising such Impaired Reference Obligation or Defaulted
Reference Obligation) on or after such date notwithstanding the occurrence of a Potential Failure to Pay or a
Credit Event, as applicable, in relation to such Reference Obligation, in accordance with the terms of such
Guarantees and (b) the greater of (i) (x) the Reference Obligation Notional Amount thereof on the date on
which the relevant Potential Failure to Pay arose (in the case of an Impaired Reference Obligation) or on the
Event Determination Date (in the case of a Defaulted Reference Obligation) minus (y) the Impaired Notional
Amount or Defaulted Notional Amount thereof, as applicable, and (ii) zero. "Guarantee" means, with
respect to a Reference Entity, a letter of credit, bank guarantee, contingent guarantee or other instrument
79
providing for credit enhancement in favor of (or capable of being drawn by) a party other than such
Reference Entity (including a letter of credit, guarantee or similar sublimit under a loan facility). Similarly, a
"Guarantee Reimbursement Obligation" means an obligation owed by a Reference Entity to reimburse or
indemnify the relevant DBAG Group Entity, or any other creditor under the relevant Reference Obligation,
arising out of a drawing under such a Guarantee.

"Cumulative Available Replenishment Amount" means, as of any Replenishment Notice Date, the
positive excess, if any, of: (a) the Maximum Portfolio Notional Amount as of such date over (b) the Portfolio
Notional Amount as of such date.

"Periodic Replenishment Amount" means, as of any Replenishment Notice Date, the positive excess, if
any, of:

(i) the Maximum Portfolio Notional Amount as of such date over

(ii) the sum of (a) the Portfolio Notional Amount as of such date and (b) in respect of any
Replenishment Notice Date, the excess, if any, of the Maximum Portfolio Notional Amount over the
Portfolio Notional Amount as of the later of (i) the immediately preceding Replenishment Notice
Date and (ii) the Replenishment Date (if any) following such immediately preceding Replenishment
Notice Date (after giving effect to the Replenishments occurring as of such preceding
Replenishment Date).

As of any Replenishment Notice Date, the "Minimum Buyer Offered Amount" will be an amount equal to
the product of (i) the Periodic Replenishment Amount as of such date and (ii) two.

"Designated Reference Obligation Shortfall Amount" means, as of any date of determination, an amount
equal to the positive excess, if any of (i) one-half of the aggregate Designated 2-for-1 Reference Obligation
Notional Amounts for the period commencing on the first Replenishment Notice Date and ending on the
immediately preceding Replenishment Notice Date over (ii) the aggregate Approved 2-for-1 Reference
Obligation Notional Amounts for the period commencing on the first Replenishment Date and ending on the
immediately preceding Replenishment Date (after giving effect to any Replenishments that have occurred on
any preceding Replenishment Date).

If the Reference Portfolio does not comply with any Replenishment Condition prior to the proposed
Replenishment and Reductions, the proposed Replenishment shall be permitted (and the Reference
Portfolio deemed to comply after giving effect to Reductions with the Replenishment Conditions) if the
inclusion of the relevant Reference Obligation(s) (in each case taken at the associated Reference Obligation
Notional Amount or relevant increase therein) would not cause the degree of non-compliance with any
Replenishment Condition to worsen.

Notwithstanding anything herein to the contrary, any Reference Obligation included in the Reference
Obligation List with an Eligibility Test Date that is earlier than the Issue Date shall be deemed to satisfy the
Replenishment Conditions as of the Issue Date.

Reduction

The Portfolio Notional Amount is subject to reduction by the Issuer from time to time (in each case, a
"Reduction") under the following circumstances:

(a) The Reference Obligation Notional Amount of any Reference Obligation may be reduced as a
result of the irrevocable cancellation or expiry of any undrawn commitment or any amortization, repayment
of principal or prepayment of principal or as a result of the full and irrevocable assignment or other transfer
of ownership interest by the relevant DBAG Group Entity, without recourse, of an interest therein to a
third party not affiliated with Deutsche Bank AG (it being understood that (x) any pledge, any grant of a
80
security interest or any assignment for security purposes of any interest in any Reference Obligation will
not, of itself, give rise to a Reduction; and (y) upon any such full and irrevocable assignment or transfer,
to the extent of the principal amount of the Reference Obligation so assigned or transferred (whether drawn
or undrawn at the time of transfer), the Reference Obligation Notional Amount of such Reference Obligation
may be reduced and the potential reduction (without payment to Holders of the Notes) of the Outstanding
Principal Amount of the Notes derived from Credit Events occurring in relation to such Reference Obligation
after the effective date of such assignment or transfer diminished accordingly).

(b) On any date of determination, if the Relevant FX Rate (expressed as a decimal number of EUR
per unit of such currency) decreases from the immediately preceding date of determination, the Reference
Obligation Notional Amount of any Reference Obligation may be reduced by the Calculation Agent as a
result of decreases in the Relevant FX Rate, pursuant to "―Non-EUR Reference Obligations and Resets"
below. Upon the occurrence of a Reduction with respect to the Reference Obligation Notional Amount
of Reference Obligations that have experienced, in the past, one or more increases in the Reference
Obligation Notional Amount representing a permitted Replenishment as described below under "―Non-EUR
Reference Obligations and Resets" due to decreases in the Relevant FX Rate, such Reduction shall be
allocated pro rata to the original Reference Obligation Notional Amount and each such prior increase based
upon the relative amounts thereof.

(c) The Reference Obligation Notional Amount of any Defaulted Reference Obligation will be reduced
by an amount equal to the excess, if any, of (i) the Reference Obligation Notional Amount of such
Defaulted Reference Obligation over (ii) (A) the Defaulted Notional Amount of such Defaulted Reference
Obligation plus (B) the Guarantee Undrawn Amount with respect to such Defaulted Reference Obligation.

(d) The Reference Obligation Notional Amount of any Reference Obligation will be reduced if,
pursuant to the provisions described in clause (y) following the list of Replenishment Conditions attached as
Schedule D to Appendix I hereto, the inclusion of such Reference Obligation, or any portion of the
Reference Obligation Notional Amount associated therewith, in the Reference Portfolio is not valid as a
result of such Reference Obligation not complying with any of the Reference Obligation Eligibility Criteria on
the applicable Eligibility Test Date (as defined in Schedule C to Appendix I) or causing any contravention (or
worsening of any existing contravention) of the Replenishment Conditions on the related Relevant Date, but
only to the extent of the Reference Obligation Notional Amount associated with the non-compliance,
contravention or worsening of contravention.

For the avoidance of doubt, the Reference Obligation Notional Amount of any Reference Obligation in
relation to which a Reduction has occurred as described above will be reduced (in the case of clause (b)
above, to the extent so determined by the Issuer) on the first Business Day following the day on which such
Reduction occurred.

Non-EUR Reference Obligations and Resets

On any day, the Issuer may increase (by way of Replenishment only) or reduce the Reference Obligation
Notional Amount of any Reference Obligation for which the related payment claim is not denominated in
Euros (each, a "Non-EUR Reference Obligation") (excluding Impaired Reference Obligations and
Defaulted Reference Obligations) to the extent of increases or decreases in the applicable Relevant FX
Rate. In such event, the Calculation Agent will revise each relevant entry on the Reference Obligation List,
and such revisions will take effect (together with any other revisions resulting from any Replenishment or
from clause (x) of the Replenishment Conditions, under which the Replenishment Conditions are made
inapplicable) on such date (each such increase or decrease, a "Reset"; and the date on which any Reset is
to take effect, a "Reset Date" for each relevant Reference Obligation and, for the avoidance of doubt, in the
case of any such increase, such Reset Date is also a Relevant Date for each relevant Reference
Obligation). However, increases in the Reference Obligation Notional Amount of any Non-EUR Reference
Obligation attributable to increases in the Relevant FX Rate will only be permitted on a Relevant Date and

81
only to the extent that such increase is set forth in the Reference Obligation List delivered following the
occurrence of the applicable Replenishment Date and, taken together with any other Replenishments
occurring concurrently therewith, satisfies the Replenishment Conditions.

The "Relevant FX Date" means, in respect of each Reference Obligation, (a) in connection with the
calculation of the Reference Obligation Notional Amount thereof, the Relevant Date or the Reset Date, as
applicable and (b) in connection with any of (x) the determination of the Payment Requirement as applied to
any Non-EUR Reference Obligation, (y) the determination of the Impaired Notional Amount with respect to
an Impaired Reference Obligation or the Defaulted Notional Amount with respect to a Defaulted Reference
Obligation or (z) the determination of Actual Recoveries, the Relevant Date or the Reset Date, as the case
may be, occurring on or immediately prior to the date of such determination, as applicable.

On any date of determination, the "Relevant FX Rate" means the rate at which the currency in which a
Reference Obligation is denominated could be converted into Euros (expressed as a decimal number of
Euros per unit of such currency), as determined by the Calculation Agent on the basis of the mid-market
foreign exchange rate prevailing on such date for the conversion from the relevant currency into Euros fixed
by Deutsche Bank AG for its own foreign exchange transactions pursuant to its standard internal
procedures. In respect of any Reference Obligation that becomes an Impaired Reference Obligation or a
Defaulted Reference Obligation, the Relevant FX Rate will be the rate determined on the Relevant FX Date
set forth in clause (b)(y) of the definition of "Relevant FX Date".

Replenishment Conditions

The terms set forth in Schedule D to Appendix I to this Offering Circular (the "Replenishment Conditions")
must be satisfied as of each "Replenishment Date" by the Reference Portfolio as a whole or by the
Reference Obligations (taken at the amount and time of inclusion in the Reference Portfolio or the amount
and time of any increase in Reference Obligation Notional Amount) being added to the Reference Portfolio
or subject to any increase in Reference Obligation Notional Amount as of such date. The Replenishment
Conditions shall be satisfied as of a Replenishment Date if the inclusion of the relevant Reference
Obligation(s) (in each case taken at the associated Reference Obligation Notional Amount or the relevant
increase therein) would not cause the degree of non-compliance with any Replenishment Condition to
worsen.

82
 REFERENCE PORTFOLIO SERVICING

In servicing, collecting and enforcing its rights in respect of any Reference Obligations, each of the DB
Servicers will act (in the case of a Reference Obligation that is a syndicated credit facility, to the extent
permissible under the relevant documentation) reasonably and in good faith in the protection of its own
interests in accordance with its general business practices. Each DB Servicer will take all measures it
deems necessary or appropriate in its professional judgment to comply with supervisory requirements and
will refrain from acting when so required by applicable law, regulation or a competent regulator.

Unless otherwise provided herein, each DB Servicer will perform its duties in the course of servicing the
Reference Obligations in accordance with the Servicing Practices.

The servicing practices applied to the Reference Obligations comprising the Reference Portfolio are referred
to as the "Servicing Practices". Each DB Servicer will service, collect and enforce each Reference
Obligation in accordance with the terms and conditions of the Servicing Practices and the policies and
procedures described in "Credit Policies and Procedures" (in the case of a Reference Obligation that is a
syndicated credit facility, subject to the applicable servicing conditions set forth in the relevant
documentation) to the extent it is or becomes responsible for servicing, collection and enforcement of such
Reference Obligation, and will monitor the servicing, collection and enforcement of the Reference
Obligations that are serviced, collected and enforced by Agent Banks.

No DB Servicer with respect to the Reference Obligations (a) will be informed as to the designation of any
obligation as a Reference Obligation or of any obligor as a Reference Entity or (b) will (if it acquires actual
knowledge or believes such an obligation to be a Reference Obligation or such an obligor to be a Reference
Entity) discriminate against the Holders of the Notes by virtue of Deutsche Bank AG being the Issuer.

Each DB Servicer may delegate the performance of its duties as a Servicer, in whole or in part, to collection
agents on such customary terms as such DB Servicer may agree with such agents; provided that each such
DB Servicer will remain responsible for the performance of the duties so delegated as if they remained its
own duties. Each DB Servicer may retain outside consultants and experts to the extent it deems necessary
or appropriate in its professional judgment. Each DB Servicer will select and monitor any such consultants
and experts with the care expected of a prudent bank.

The DB Servicers may, at any time prior to the occurrence of a Credit Event with respect to the Reference
Obligations, agree to the release by the relevant entity within the DBAG Group of any Reference Collateral if
either (i) in its professional judgment, it concludes that it is required to do so by applicable contractual
arrangements or (ii) it does so in the ordinary course of its business and in accordance with the policies and
procedures summarized in "Credit Policies and Procedures".

Subject to applicable law, the DB Servicers may, on behalf of the relevant entity within the DBAG Group,
agree on payment rescheduling or debt restructuring with a Reference Obligor or Reference Entity in
accordance with the policies and procedures summarized in "Credit Policies and Procedures". Such
restructuring shall be granted, in the interest of the relevant entity within the DBAG Group, to mitigate a
deterioration of the credit quality of the relevant Reference Obligor or Reference Entity or to minimize any
potential loss in respect of the relevant Reference Obligation.

Regarding Reference Obligations Not Serviced by a DB Servicer

Each relevant entity within the DBAG Group that is a syndicate bank under a Reference Obligation serviced
by an Agent Bank will monitor the compliance with the servicing requirements under the applicable
documentation governing the relevant Reference Obligation by the servicing Agent Bank.

Each relevant entity within the DBAG Group, as a syndicate bank, will take all actions necessary, in its
professional judgment, to ensure that any Agent Bank complies with its servicing obligations under the
83
documentation governing the relevant Reference Obligation. Such actions will include enforcement of such
entity's rights as a syndicate bank under the Reference Obligation.

Each relevant entity within the DBAG Group, as a syndicate bank, will not agree with any Agent Bank and/or
the other syndicate bank(s) on any servicing principle, rule or action, or otherwise act in a manner, which, in
its professional judgment, is inconsistent with the Servicing Practices.

If an entity within the DBAG Group becomes responsible for collecting, maintaining, enforcement of or any
other servicing activity in connection with any Reference Obligation it will carry out such responsibility in
accordance with the Servicing Practices.

Accounting

Each DB Servicer shall keep separate accounting records regarding the Reference Obligations serviced by
it, which shall show, inter alia:

(i) the identification number and any other identifiers assigned to the relevant Reference
Obligation;

(ii) the Reference Obligation Notional Amount of the Reference Obligation as of the Issue Date
or the Relevant Date, as applicable, and with respect to a Non-EUR Reference Obligation, also the
outstanding principal amount expressed in the currency drawn, together with the applicable
exchange rate; and

(iii) the remaining term to maturity of the Reference Obligation as of the Issue Date or the
Replenishment Date, as applicable.

Accounting records, journals, daily accounts and portfolio inventories for the annual financial statements
shall be kept in safekeeping for a period of seven years after the relevant accounting period, or for such
longer or shorter period as is required from time to time by applicable law. The accounting records shall be
kept current and shall not fall behind for more than 30 calendar days.

Each DB Servicer may maintain records and documentation relating to the Reference Obligations in paper
or electronic form or any other commercially reasonable manner.

84
 CREDIT POLICIES AND PROCEDURES

The following is an overview of certain aspects of the standard credit policies and procedures for
corporate and institutional lending of Deutsche Bank AG in effect as of the date of this Offering Circular.
The credit policies and procedures of Deutsche Bank AG may, from time to time and at any time, be
amended, supplemented or otherwise modified by Deutsche Bank AG in its sole discretion (and without
notice to Noteholders or consideration of any actual or potential impact on Noteholders).

Fundamental Principles for the Extension of Commercial Credit

It is a principle of Deutsche Bank AG to extend credit only to obligors with adequate risk profiles.

In general, credit is extended primarily based on an obligor's credit standing evaluated in accordance with
Deutsche Bank AG's internal risk criteria, which places particular emphasis on the obligor's financials and
cash flow, i.e., the obligor should be able to demonstrate its capacity to fulfill its obligations (usually from
business operations). In addition, alternative sources of repayment are also considered.

Collateral may also be taken to support repayment of the obligations. Any collateral taken is reviewed for
enforceability.

Review of Obligors

Extensions of credit are evaluated and approved in accordance with Deutsche Bank AG's internal credit
policies. The factors used to determine the required authority level include the amount of exposure in the
particular case and the nature of the underlying risk. Credit authorities are assigned to individual persons
and to committees. Credit authority and the respective amount thereof is assigned according to the
professional qualifications and experience of the individual, his or her skill in evaluating risk, entrepreneurial
judgment and the particular necessities and market requirements for the type of credit product (e.g.,
specialist skill sets for leveraged credit). Credit authority holders have an independent reporting line to the
Board of Directors of Deutsche Bank AG, separate from those originating and managing the business.
Extensions of credit must be executed in accordance with the "four eyes principle" (i.e., at least a
relationship manager as a business sponsor and a credit analyst with the required authority level) and
are reviewed regularly.

Internal Credit Documentation

Written credit reports, including risk scoring, are prepared within the business unit in accordance with
Deutsche Bank AG's group-wide standards. Each credit decision is made with the assistance of such
credit reports which summarize, evaluate and document information relevant to the credit decision.
Credit documentation typically contains, depending on the nature of the exposure, information on:

 issuer or borrower/group of issuers/borrowers (ownership affiliation);

 limits/outstanding credit according to credit type with detailed explanation;

 financial statements and outlook;

 industry analysis (issuer/borrower's position/products, competition, industry outlook/trends);

 management;

 collateral;

 other banking relationships;

85
  evaluation of risks and mitigants; and

 the justification/reason for the credit decision.

Credit Scoring

A primary element of the credit approval process is a detailed risk assessment of every credit exposure
associated with an obligor. Deutsche Bank AG's risk assessment procedures consider both the
creditworthiness of the obligor and the risks related to the specific type of credit facility and exposure. This
risk assessment not only affects the structuring of the transaction and the outcome of the credit decision, but
also influences the level of decision-making authority required to extend or materially change the credit and
the monitoring procedures applied to the ongoing exposure.

Deutsche Bank AG maintains its own in-house assessment methodologies, scorecards and rating scale
reflecting the relative creditworthiness of the Obligor and the underlying risk. A 26-grade rating scale, which
is calibrated on a probability of default measure based upon a statistical analysis of historical defaults,
enables comparisons of internal ratings with common market practice and ensures comparability between
different sub-portfolios within Deutsche Bank AG.

The risk scoring incorporates the analysis and assessment of the obligor's financial condition and outlook
taking into account pertinent industry, company, legal, economic, regulatory, management and other factors.

Credit Administration and Monitoring

Deutsche Bank AG regularly performs a review of the credit exposure for each individual and group
obligation. Such a review is an integral part of the credit process and generally takes place in line with
regulatory requirements and where appropriate even more stringent internal rules. In certain cases, for
example with respect to "high risk" exposures, the review may be conducted on a more frequent basis.

The review involves a thorough examination of the obligor's financial statements and operating position as
well as an update of the credit risk score of the borrower. Such review provides the credit analysts with the
information needed to identify potential future difficulties the obligor may have in making repayments on its
obligations.

In addition to this review process, Deutsche Bank AG makes use of additional management controls and
procedures which include:

 Regular reviews of the credit business by Deutsche Bank Group Audit and Asset Quality
Review teams which focus on rating quality and consistency, monitoring process, training and
compliance with policies and standards and the evaluation of the exposure to the obligors;

 Regular analysis of the structure of the overall portfolio with particular emphasis on risk,
industry and exposure profiles of the portfolio;

 Regular review of credit control lists, dealing i.e. with excesses, overdue reports, etc.; and

 Analysis of internal and external industry studies.

86
Collateral

Collateral that Deutsche Bank AG takes in accordance with the practice described above (see
"―Fundamental Principles for the Extension of Commercial Credit") typically consists of the following:

 mortgages (first or second liens on specified real estate);

 pledges of movable assets (such as inventory, machinery, cars or trucks) and rights (such as
deposits, securities, receivables, licenses, or claims from, for example, life insurance policies)
through assignments or transfers for collateral purposes; and

 guarantees.

Work out and Recovery Procedures

The aim of the "work out" process is to assist in the management of Deutsche Bank AG's exposure through
periods of financial difficulties with a view to maximize recovery for the bank. If an obligor defaults on a
payment, Deutsche Bank AG will proceed in the manner appropriate for the risk and situation.

Deutsche Bank AG makes use of Special Finance Advisory ("SFA") groups in all domestic regions. These
groups focus specifically on managing the "work out" cases. The SFA groups assist in the development of a
strategy that aims at allowing the obligor to satisfy its payment obligations and ultimately "work out"
problems associated with its exposures. The adoption of a particular strategy will be based on information
provided through a review of the obligor's situation and credit profile, including any mitigation circumstance,
and could involve the use of external consultants.

The "work out" process typically contains four phases:

Phase 1: Identification as a "work out" case and adoption of the exposure by SFA;

Phase 2: Assessment of the actual situation and immediate measures to be taken;

Phase 3: Preparation, review and implementation of the (loan) reorganization; and

Phase 4: At completion of a successful turn around the return to normal account management.

If, as a result of the review by SFA, it is determined that there would be no possibility of a reorganization
taking place, the exposure will be managed with the goal of avoiding or minimizing losses through the
acceleration of the repayment of outstanding credits and the liquidation of any collateral supporting the
obligation.

87
Balance Sheet Write-Off and Provisions Information for Corporate Banking

The Reference Portfolio represents only a portion of the credit exposures represented in the tables below, and
there is no indication that the Reference Portfolio is representative of the portfolios from which the information
set forth below was derived. There can be no assurance that the write-off and recovery experience for the
Reference Portfolio will be similar to that set forth below.

International & Corporate Credit Portfolio Loan Historical Loss Information1

(as of December 31, 2012)

Year
Amounts in
2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002
€(millions)
Average Lending
81,550 80,585 79,571 78,226 82,149 82,518 76,717 65,317 59,562 65,410 87,823
Limits (ALL) ...........
Average Loan
10,631 12,164 13,872 19,959 22,377 17,479 15,759 8,536 7,585 12,353 20,584
Balance (ALB) .......
Write-offs .............. 237.9 78.8 41.5 56.4 20.9 4.9 5.7 83.9 127.0 448.5 82.3
Recoveries of
3.4 2.6 5.3 1.6 5 4 38 8 3 3 4
Write-Offs ..............
Net Write-offs ........ 234.5 76.2 36.2 54.8 16.1 4.9 (32.7) 76.0 124.0 445.0 78.4
% of ALL .......... -
0.288% 0.095% 0.045% 0.070% 0.020% 0.006% 0.117% 0.208% 0.680% 0.089%
0.043%
% of ALB .......... -
2.206% 0.627% 0.261% 0.274% 0.072% 0.028% 0.890% 1.635% 3.607% 0.381%
0.208%
Year-end
Specific 33.9 6.1 66.1 186.7 228.0 44.3 18.1 106.3 253.6 629.9
12.9
Provisions .............
% of ALL ............ 0.016% 0.042% 0.008% 0.085% 0.227% 0.276% 0.058% 0.028% 0.178% 0.388% 0.717%
% of ALB ........... 0.121% 0.279% 0.044% 0.331% 0.834% 1.305% 0.281% 0.212% 1.401% 2.235% 3.060%

1 This table excludes the amount and experience of loans to retail and private banking, real estate, emerging
markets, leveraged finance and project finance customers. Years 2002 and 2003 include exposures to mid-
cap corporations booked outside Germany. Years 2002 to 2005 exclude all loans of original maturity of less
than 6 months. "Average Loan Balance" refers to the on-balance-sheet utilization and "Average Lending
Limit" refers to the committed limit.

88
 Leveraged Loan Historical Loss Information
(as of December 31, 2012)

DB North America and Western Europe Leveraged Loan Hold-for-Investment Portfolio*

2012(a) 2011(b) 2010(c) 2009(d) 2008 2007 2006 2005 2004 2003 2002
Beginning lending limits 27,930.4 18,195.5 13,541.6 13,165.9 13,337.0 11,373.7 9,333.3 9,172.9 10,306.3 13,699.0 14,253.8
(e)(f) ...................................
Write-offs (f) ....................... 0.9 17.4 42.7 23.2 13.3 14.4 15.0 76.5 101.8 200.9 226.8

Net Reversal of write-offs 51.9 6.4 2.9 2.5 29.9 51.7 25.2 98.1 28.0 2.0 26.2
(f)(g) ...................................
Net write-offs(f)................... (51.1) 11.0 39 8 20 7 (16 7) (37 3) (10 2) (21 6) 73 8 198 9 200.6

% of loan commitments .. -0.18% 0.06% 0.29% 0.16% -0.13% -0.33% -0.11% -0.24% 0.72% 1.45% 1.41%

Year-end specific 45.6 12.8 22.1 88.7 10.0 14.1 23.8 56.4 150.4 190.7 189.7
provisions (f) ......................
% of loan commitments .. 0.16% 0.07% 0.16% 0.67% 0.08% 0.12% 0.25% 0.61% 1.46% 1.39% 1.33%

Beginning funded loan 12,351.4 7,733.2 8,756.9 7,438.2 5,901.6 5,735.2 4,660.1 4,501.4 5,982.2 8,000.6 8,141.7
balance (e)(f) ......................

* Figures in this table include exposures to project finance credits but exclude exposures to asset-based lending credits and credits that are
subject to mark-to-market accounting in accordance with International Accounting Standard 39.

(a) Beginning lending limits for 2012 excludes $6.5 billion of loans (committed and funded) to Deutsche Bank AG-sponsored CLO funds and $3.6
billion ($3.2 billion funded) of structured finance/aircraft financing loans. Beginning lending limits for 2012 includes letter of credit fronting risk.
(b) Beginning lending limits for 2011 excludes $7.8 billion of loans to Deutsche Bank AG-sponsored CLO funds (funded balance $8.0 billion) and
$3.2 billion ($2.9 billion funded) of structured finance/aircraft financing loans. Lending limits for 2011 also excludes $6.2 billion of commitments
($5.9 billion funded) to one leveraged loan borrower ($2.9 billion of losses incurred as of December 31, 2012 with respect to this borrower).
(c) Beginning lending limits for 2010 excludes $8.2 billion of loans to Deutsche Bank AG-sponsored CLO funds (funded balance $7.8 billion) and
$3.4 billion ($3.3 billion funded) of structured finance/aircraft financing loans.
(d) Beginning lending limits/funded loan balances for 2009 excludes $7.9 billion of loans to Deutsche Bank AG-sponsored CLO funds and $0.3
billion of structured finance/aircraft financing loans.
(e) Beginning lending limits and beginning funded loan balance figures for 2002-2009 exclude certain loans recorded in local risk books not
captured by Deutsche Bank systems.
(f) Includes credits meeting S&P default criteria only: (i) initial write-off, (ii) payment default not cured within 90 days, (iii) bankruptcy
filing/insolvency proceeding, (iv) "distressed restructuring" involving reduction in pricing, longer maturities, or other reduced financial terms.
(g) Includes recoveries, realized gains (net of write-downs) on equity securities received from restructuring.
 ABOUT THE ISSUER

Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or the "Bank") originated from the reunification of
Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft,
Duesseldorf and Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the Regional Scope
of Credit Institutions, these entities had been disincorporated in 1952 from Deutsche Bank, which was
founded in 1870. The merger and the name were entered in the Commercial Register of the District Court
Frankfurt am Main on May 2, 1957. Deutsche Bank is a banking institution and a stock corporation
incorporated under the laws of Germany under registration number HRB 30 000. The Bank has its
registered office in Frankfurt am Main, Germany. It maintains its head office at Taunusanlage 12, 60325

Frankfurt am Main and branch offices in Germany and abroad including in London, New York, Sydney,
Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for its operations in the respective
regions.

Deutsche Bank is the parent company of a group consisting of banks, capital market companies, fund
management companies, a real-estate finance company, installment financing companies, research and
consultancy companies and other domestic and foreign companies. Deutsche Bank AG Frankfurt, which is
the Issuer of the Notes and which also acts as Credit Event Monitoring Agent for the Notes, is the head
office of Deutsche Bank.

The objects of Deutsche Bank, as laid down in its Articles of Association, include the transaction of all kinds
of banking business, the provision of financial and other services and the promotion of international
economic relations. The Bank may realize these objectives itself or through subsidiaries and affiliated
companies. To the extent permitted by law, the Bank is entitled to transact all business and to take all
steps which appear likely to promote the objectives of the Bank, in particular: to acquire and dispose of real
estate, to establish branches at home and abroad, to acquire, administer and dispose of participations in
other enterprises, and to conclude company-transfer agreements.

Deutsche Bank AG, London Branch, which acts as Calculation Agent for the Notes, is the London branch of
Deutsche Bank. On January 12, 1973, Deutsche Bank filed in the United Kingdom the documents
required pursuant to section 407 of the Companies Act 1948 to establish a place of business within Great
Britain. On 14 January 1993, Deutsche Bank registered under Schedule 21A to the Companies Act 1985 as
having established a branch (Registration No. BR000005) in England and Wales. Deutsche Bank AG,
London Branch is an authorized person for the purposes of section 19 of the Financial Services and Markets
Act 2000. In the United Kingdom, it conducts wholesale banking business and through its Private
Wealth Management division, it provides holistic wealth management advice and integrated financial
solutions for wealthy individuals, their families and selected institutions.

ENFORCEMENT OF CIVIL LIABILITIES

Deutsche Bank is incorporated as a German stock corporation with limited liability (Aktiengesellschaft).
None of the members of the Board of Managing Directors (Vorstand) or the Supervisory Board (Aufsichtsrat)
of Deutsche Bank are residents of the United States, and all or a substantial portion of the assets of
Deutsche Bank and of such persons are located outside the United States. As a result, it may not be
possible for holders or beneficial owners of the Notes offered in this Offering Circular to effect service of
process within the United States upon Deutsche Bank or such persons, or to enforce against any of them in
U.S. courts judgments obtained in such courts predicated upon the civil liability provisions of the federal
securities or other laws of the United States or any state thereof.

90
 AVAILABLE INFORMATION

Deutsche Bank is subject to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith, files reports and other information with the
SEC. We hereby incorporate the following documents, which we have filed previously (or may file in the
future) with the SEC, into this Offering Circular and encourage you to review them. SEC filings are available
to the public over the Internet at the SEC's web site at http://www.sec.gov under file number 001-15242.
You may also read and copy any document filed with the SEC at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800- SEC-0330
for further information on the public reference rooms.

Because we are incorporating by reference filings with the SEC, this Offering Circular is continually updated
(as described in the next sentence) and those filings may modify or supersede some of the information
included or incorporated in this Offering Circular. This Offering Circular incorporates by reference the
documents below and any filings made by Deutsche Bank with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act until we complete our offering of the Notes or, if later, the date on which
any of our affiliates cease offering and selling these Notes:

 Deutsche Bank's most recent Annual Report on Form 20-F; and

 Deutsche Bank's reports on Form 6-K filed after its most recent Annual Report on Form 20-F
that contain an interim report of Deutsche Bank or that, by their terms, are to be incorporated
by reference in a registration statement filed by Deutsche Bank with the SEC.

The Issuer will provide copies of the documents incorporated by reference into this Offering Circular without
charge to each person to whom a copy of this Offering Circular is delivered, upon written or telephonic
request to us at: Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main, Germany, Attention:
Investor Relations (Telephone: +011-49-69-910-35395). Certain of these documents can also be obtained
on Deutsche Bank's website http://www.db.com/ir/index_e.htm under "Reporting and Events; Reports; SEC
Filings." Reference to this "uniform resource locator" or "URL" is made as an inactive textual reference
for informational purposes only. Other information found at this website is not incorporated by reference in
this document.

No documents referred to in this section form part of this Offering Circular for the purposes of admission of
the Notes to trading on the Global Exchange Market of the Irish Stock Exchange or for the purposes of the
approval of this Offering Circular as a listing particulars pursuant to the rules of the Global Exchange Market.

HOW TO PURCHASE NOTES

To purchase Notes, you must contact a Placement Agent no later than 4:00 p.m. (New York City time) on
the Trade Date. Your order to purchase Notes is subject to acceptance in whole or in part by both the
relevant Placement Agent and the Issuer, in their discretion.

The relevant Placement Agent or designated affiliate of such Placement Agent, as applicable, will confirm to
you the terms of your Notes. It is not expected that you will receive any other certificate or notice
containing the terms of the Notes. We will issue one or more global certificates to Euroclear and
Clearstream that will represent all of such Notes that we are selling.

91
 PLAN OF DISTRIBUTION

Under the terms and subject to the conditions contained in the Distribution Agreement (the "Distribution
Agreement") dated December 20, 2013 between Deutsche Bank AG Frankfurt, as issuer, Deutsche Bank
Securities Inc. and Deutsche Bank AG, London Branch, as placement agents (each of such placement
agents, a "Placement Agent"), each Placement Agent has agreed to offer and sell the Notes on an agency
basis, in one or more privately negotiated transactions, only (i) to persons that are both (a) "qualified
institutional buyers" within the meaning of Rule 144A under the Securities Act ("Rule 144A") and (b)
"qualified purchasers" within the meaning of Section 2(a)(51) of the Investment Company Act, in
transactions meeting the requirements of Rule 144A and (ii) outside of the United States to non-U.S.
Persons within the meaning of Regulation S under the Securities Act ("Regulation S") that are either
(x) not "U.S. residents" within the meaning of the Investment Company Act or (y) "qualified purchasers"
within the meaning of Section 2(a)(51) of the Investment Company Act, in offshore transactions in reliance
on Regulation S. Each Placement Agent may reject, in whole or in part, any offer it solicited to purchase
the Notes. We also reserve the right to withdraw, cancel or modify the offer without notice. Each
Placement Agent will offer the Notes at the price of 100% of the principal amount. Any investor
purchasing Notes from a Placement Agent will be required to execute and deliver to such Placement
Agent a subscription agreement in form and substance satisfactory to the Issuer and such Placement Agent.
We expect to deliver the Notes against payment therefor on the Issue Date, subject to market
conditions.

We reserve the right to sell Notes directly to, and may solicit and accept offers to purchase Notes directly
from investors from time to time in those jurisdictions where we are permitted to do so. Please see the
"Transfer Restrictions" section of this Offering Circular.

Each Placement Agent has represented and agreed that the Notes have not been offered or sold to
members of the public in the Cayman Islands unless such Notes are listed on the Cayman Islands Stock
Exchange.

Each Placement Agent has agreed that it will not offer, sell or deliver any of the Notes, directly or
indirectly, or distribute this Offering Circular or any other offering material relating to the Notes, in or from
any jurisdiction except under circumstances that will to its best knowledge and belief result in compliance
with the applicable laws and regulations thereof.

Each Placement Agent may be deemed to be an "underwriter" within the meaning of the Securities Act. We
and each Placement Agent have agreed to indemnify each other against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments made in respect of those liabilities. We have also
agreed to reimburse each Placement Agent for specified expenses.

United Kingdom Selling Restrictions

Each Placement Agent has represented and agreed that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to
be communicated any 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 Issuer; and

(ii) 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.

92
European Economic Area Selling Restrictions

In relation to each member state of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), each Placement Agent has represented and agreed 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 of Notes to
the public in that Relevant Member State other than:

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

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant
provisions of the 2010 PD Amending Directive, 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 issuer for any such offer; or

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

provided that no such offer of Notes shall require the Issuer or any Placement Agent to publish a prospectus
pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision: (i) the expression an "offer of Notes to the public" in relation to any
Note 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 to the Notes, as the same may be varied in that Relevant Member State by
any measure implementing the Prospectus Directive in that Relevant Member State; (ii) the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in each Relevant Member State) and includes any
relevant implementing measure in each Relevant Member State; and (iii) the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.

The countries comprising the "European Economic Area" are Austria, Belgium, Bulgaria, Cyprus, Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia,
Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia,
Slovenia, Spain, Sweden and the United Kingdom.

France Selling Restrictions

Each Placement Agent has represented and agreed that:

(a) Offer to the public in France:

it has only made and will only make an offer of Notes to the public (offre au public) in France in the
period (i) beginning (A) when a prospectus in relation to those Notes has been approved by
the Autorité des marchés financiers ("AMF"), on the date of such publication or (B) when a
prospectus has been approved by the competent authority of another Member State of the
European Economic Area which has implemented the EU Directive 2003/71/EC, on the date of
notification of such approval to the AMF and (ii) ending at the latest on the date which is twelve
months after the date of approval of such prospectus – all in accordance with Articles L.412-1 and
L.621-8 of the French Code monétaire et financier and the Règlement général of the AMF; or

(b) Private placement in France:

in connection with their initial distribution, it has not offered or sold, and will not offer or sell, directly
93
 or indirectly, Notes to the public in France and it has not distributed or caused to be distributed and
will not distribute or cause to be distributed to the public in France this Offering Circular or any other
offering material relating to the Notes and such offers, sales and distributions have been and will be
made in France only to (i) provider of investment services relating to portfolio management for the
account of third parties, and/or (ii) qualified investors (investisseurs qualifiés), other than individuals,
all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the
French Code monétaire et financier.

This Offering Circular has not been submitted to the clearance procedure of the AMF.

Italy Selling Restrictions

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly,
no Notes may be offered, sold or delivered, nor may copies of this Offering Circular or of any other
document relating to the Notes be distributed in the Republic of Italy, except:

(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative
Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 34-
ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from
time to time ("Regulation No. 11971"); or

(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article
100 of the Financial Services Act and Article 34-ter of Regulation No. 11971.

Any offer, sale or delivery of the Notes or distribution of copies of this Offering Circular or any other
document relating to the Notes in the Republic of Italy under (a) or (b) above must be:

(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190
of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September
1993, as amended (the Banking Act); and

(ii) in compliance with Article 129 of the Banking Act, as amended, and the implementing
guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy
may request information on the issue or the offer of securities in the Republic of Italy; and

(iii) in compliance with any other applicable laws and regulations or requirement imposed by
CONSOB or other Italian authority.

Please note that in accordance with Article 100-bis of the Financial Services Act, where no exemption from
the rules on public offerings applies under (a) and (b) above, the subsequent distribution of the Notes on the
secondary market in Italy must be made in compliance with the public offer and the prospectus requirement
rules provided under the Financial Services Act and Regulation No. 11971. Failure to comply with such
rules may result in the sale of such Notes being declared null and void and in the liability of the intermediary
transferring the financial instruments for any damages suffered by the investors.

Japan Selling Restrictions

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 "Financial Instruments and Exchange Act") and each
Placement Agent has agreed that it has not offered or sold and it will not offer or sell any Notes, 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 resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of
94
Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance
with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial
guidelines of Japan.

Hong Kong Selling Restrictions

Each Placement Agent has represented and agreed that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
Notes (except for Notes which are a "structured product" as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong) other than (i) to persons whose ordinary business is to buy or
sell shares or debentures (whether as principal or agent); or (ii) to "professional investors" as
defined in the Securities and Futures Ordinance and any rules made under that Ordinance; or
(iii) in other circumstances which do not result in the document being a "prospectus" as defined in
the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Notes, which is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities 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" as defined in the
Securities and Futures Ordinance and any rules made under that Ordinance.

Australia Selling Restrictions

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the
"Corporations Act")) in relation to the Notes has been, or will be, lodged with the Australian Securities and
Investments Commission ("ASIC") or the Australian securities exchange operated by ASX Limited ("ASX").

Each Placement Agent has represented and agreed that it:

(a) has not offered, and will not offer for issue or sale and has not invited, and will not invite
applications for issue, or offer to purchase, the Notes in Australia (including an offer or invitation
which is received by a person in Australia); and

(b) has not distributed or published, and will not distribute or publish, any draft, preliminary or
definitive prospectus, supplement, advertisement or any other offering material relating to the Notes
in Australia,

unless:

(i) the aggregate consideration payable by each offeree or invitee is at least A$500,000 (or its
equivalent in any alternative currency but, in either case, disregarding moneys lent by the
offeror or its associates);

(ii) the offer or invitation otherwise does not require disclosure to investors under Parts 6D.2 or 7.9 of
the Corporations Act;

(iii) the offer does not constitute an offer to a "retail client" for the purposes of section 761G of the
Corporations Act;

95
(iv) such action complies with all applicable laws, regulations and directives (including, without
limitation, the licensing requirements of Chapter 7 of the Corporations Act); and

(v) such action does not require any document to be lodged with ASIC or ASX.

Section 708(19) of the Corporations Act provides that an offer of debentures for issue or sale does
not need disclosure to investors under Part 6D.2 of the Corporations Act if the Issuer is an
Australian ADI (as defined in the Corporations Act). As at the date of this Offering Circular
Deutsche Bank Aktiengesellschaft is an Australian ADI.

Portugal Selling Restrictions

Each Placement Agent has represented and agreed that regarding any offer or sale of Notes in Portugal or
to individuals resident in Portugal or having a permanent establishment located in the Portuguese territory, it
will procure that any distributor of Notes agrees that all laws and regulations in force in Portugal, including
(without limitation) the Portuguese Securities Code (Código dos Valores Mobiliários), any regulations issued
by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) including
its Regulation 1/2009 on complex financial products (if applicable) and Commission Regulation (EC) No.
809/2004 implementing the Prospectus Directive will be complied with in respect of any placement or
distribution of Notes, and other than in compliance with all such laws and regulations: (i) it has not directly or
indirectly taken any action or offered, advertised, marketed, invited to subscribe, gathered investment
intentions, sold or delivered and will not directly or indirectly take any action, offer, advertise, market, invite
to subscribe, gather investment intentions, sell, re-sell, re-offer or deliver any Notes in circumstances which
could qualify as a public offer (oferta pública) of securities pursuant to the Portuguese Securities Code and
other applicable securities legislation and regulations, notably in circumstances which could qualify as a
public offer addressed to individuals or entities resident in Portugal or having a permanent establishment
located in Portugal, as the case may be; (ii) all offers, sales and distributions by it of the Notes have been
and will only be made in Portugal in circumstances that, pursuant to the Portuguese Securities Code, qualify
as a private placement of securities only (oferta particular); (iii) it has not distributed, made available or
caused to be distributed and will not distribute, make available or cause to be distributed, the Offering
Circular, or any other offering material relating to the Notes, to the public in Portugal. Furthermore, (a) if the
Notes are subject to a private placement addressed exclusively to qualified investors as defined, from time
to time, in the relevant provisions of the Portuguese Securities Code (investidores qualificados), such private
placement will be considered as a private placement of securities pursuant to the Portuguese Securities
Code; (b) private placements addressed by companies open to public investment (sociedades abertas) or by
issuers of securities listed on a regulated market shall be notified to the CMVM for statistics purposes.

Kingdom of Spain Selling Restrictions

Each Placement Agent has represented and agreed that the offering of the Notes has not been registered in
compliance with the requirements of Law 24/1988, of 28 July, on the Spanish Securities Market (as
amended from time to time), Royal Decree 1310/2005, of 4 November, on admission to listing and on issues
and public offers of securities (as amended from time to time) and any other regulation developing them
which may be in force from time to time and accordingly, no Notes will be offered, sold, delivered, marketed
nor may copies of this Offering Circular or of any other document relating to the Notes be distributed in the
Kingdom of Spain, except:

(a) to qualified investors (inversores cualificados), as defined in Article 39 of Royal Decree 1310/2005,
of 4 November, on admission to listing and on issues and public offers of securities. Individuals and
small and medium-sized enterprises domiciled in Spain which have requested to be considered as
qualified investors must comply with the registration requirements set forth by Article 39 of Royal
Decree 1310/2005, of 4 November, on admission to listing and on issues and public offers of
securities; or

96
(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article
30bis of Law 24/1988, of 28 July, on the Spanish Securities Market.

Any offer, sale or delivery of the Notes or distribution of copies of this Offering Circular or any other
document relating to the Notes in the Kingdom of Spain under (a) or (b) above must be made by an
investment firm, bank or financial intermediary permitted to conduct such activities in the Kingdom of Spain
in accordance with Law 24/1988, of 28 July, on the Spanish Securities Market.

Switzerland Selling Restrictions

Each Placement Agent has agreed that it will comply with any laws, regulations or guidelines in Switzerland
from time to time, including, but not limited to, any regulations made by the Swiss Federal Banking
Commission and/or the Swiss National Bank (if any) in relation to the offer, sale, delivery or transfer of the
Notes or the distribution of any offering material in Switzerland in respect of such Notes.

Sweden Selling Restrictions

Each Placement Agent has confirmed and agreed that it will not, directly or indirectly, offer for subscription
or purchase or issue invitations to subscribe for or buy Notes or distribute any draft or final document in
relation to any such offer, invitation or sale except in circumstances that will not result in a requirement to
prepare a prospectus pursuant to the provisions of the Swedish Financial Instruments Trading Act (lag
(1991:980) om handel med finansiella instrument).

The Netherlands Selling Restrictions

Each Placement Agent has represented and agreed that the Notes will only be offered in The Netherlands to
Qualified Investors (as defined in the Prospectus Directive), unless such offer is made in accordance with
the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Singapore Selling Restrictions

This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore,
and the Notes may only be offered pursuant to exemptions under the Securities and Futures Act, Chapter
289 of Singapore (the "Securities and Futures Act"). Accordingly, the Notes may not be offered or sold or
made the subject of an invitation for subscription or purchase nor may this Offering Circular or any other
document or material in connection with the offer or sale or invitation for subscription or purchase of any
Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to
an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person
under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the
Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities
and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the Securities and Futures Act.

Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a
relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and
Futures Act)) 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;

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary is an individual who is an accredited investor, securities (as defined in Section
239(1) of the Securities and Futures Act) of that corporation or the beneficiaries' rights and interest
(howsoever described) in that trust shall not be transferable for 6 months after that corporation or
97
 that trust has acquired the securities pursuant to an offer under Section 275 of the Securities and
Futures Act except:

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

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

(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act.

General

Each Placement Agent has represented and agreed that it will (to the best of its knowledge and belief)
comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases,
offers, sells or delivers Notes or possesses or distributes this Offering Circular and will obtain any consent,
approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws
and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers,
sales or deliveries and neither the Issuer nor either of the Placement Agents shall have any responsibility
therefor.

None of the Issuer and the Placement Agents represents that Notes may at any time lawfully be sold in
compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any
exemption available thereunder, or assumes any responsibility for facilitating such sale.

98
 TRANSFER RESTRICTIONS

The Notes have not been and will not be registered with the U.S. Securities and Exchange Commission (the
"SEC") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes may not be
offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any other applicable securities laws.

Transfer and Exchange

All or a portion of an interest in a Note may only be transferred to, or for the account or benefit of, a
person that is eligible to purchase Notes in accordance with their terms (any such person, an "Eligible
Purchaser") and only in a denomination greater than or equal to the required minimum denomination for
each account; provided that any remaining principal amount of the transferor's interest in the Note will either
equal zero or meet the required minimum denomination.

An Eligible Purchaser is required to take delivery in an interest in a Global Note in accordance with the
applicable procedures of Clearstream or Euroclear, as applicable (in addition to those under the Agency
Agreement). Interests in a Global Note may be held only through participants in Euroclear or Clearstream
and may only be held by Eligible Purchasers. The transferee and the transferor must satisfy the
requirements set forth for an Eligible Purchaser, and each transferee will be deemed to have made certain
representations as described below.

Certain Transfers Void

Each purchaser and transferee of a Note shall be deemed to agree that (i) any sale, pledge or other
transfer of a Note (or any interest therein) made in violation of the transfer restrictions contained in this
Offering Circular or in the Agency Agreement or any Note, or made based upon any false or inaccurate
representation made by such purchaser, such transferee or the related transferor to the Issuer, will be
void ab initio and of no force or effect and (ii) none of the Issuer or the Paying Agent has any obligation to
recognize any sale, pledge or other transfer of a Note (or any interest therein) made in violation of any such
transfer restriction or made based upon any such false or inaccurate representation.

Legends

The Global Notes will contain legends substantially as described below to notify transferors and transferees
of the applicable restrictions on the resale or other transfer of the Global Notes, in addition to any other
legends on the Global Notes.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE AGENCY AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY
OR A NOMINEE OF THE COMMON DEPOSITARY. THIS NOTE MAY NOT BE EXCHANGED OR
TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE AGENCY AGREEMENT.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") OR QUALIFIED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE
UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND NO
REGISTRATION HAS BEEN EFFECTED WITH THE SEC UNDER THE UNITED STATES INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") IN CONNECTION WITH
THE OFFER AND SALE OF THE NOTES. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION.
99
THE HOLDER OF THIS NOTE OR OF AN INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR
OF AN INTEREST HEREIN, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT
REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN
EXCEPT (A) TO (X) A NON-"U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT) THAT IS EITHER A "QUALIFIED PURCHASER" (WITHIN THE MEANING OF SECTION 2(a)(51) OF
THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR NOT A "U.S.
RESIDENT" (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 (AS APPLICABLE) OF REGULATION S
UNDER THE SECURITIES ACT OR (Y) A PERSON (1) THAT IS (i) A "QUALIFIED INSTITUTIONAL
BUYER", AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND (ii) ALSO A "QUALIFIED
PURCHASER" (WITHIN THE MEANING OF SECTION 2(a)(51) OF THE UNITED STATES INVESTMENT
COMPANY ACT OF 1940, AS AMENDED) THAT PURCHASES THE NOTE FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS ALSO A QUALIFIED
PURCHASER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (2) THAT (i)
WAS NOT FORMED FOR THE SPECIFIC PURPOSE OF INVESTING IN THE ISSUER, AND HAS NOT
SPECIFICALLY SOLICITED ADDITIONAL CAPITAL OR SIMILAR CONTRIBUTIONS FROM ANY
PERSON OWNING A BENEFICIAL INTEREST IN SUCH BENEFICIAL OWNER FOR THE PURPOSE OF
ENABLING SUCH BENEFICIAL OWNER TO PURCHASE ANY NOTES, (ii) IS NOT AN INVESTMENT
COMPANY THAT RELIES ON THE EXCLUSION FROM THE DEFINITION OF "INVESTMENT
COMPANY" PROVIDED BY SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY
ACT (OR A FOREIGN INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF RELYING ON
SECTION 3(c)(1) OR 3(c)(7) WITH RESPECT TO ITS HOLDERS THAT ARE U.S. PERSONS), WHICH
WAS FORMED ON OR BEFORE APRIL 30, 1996, UNLESS IT HAS RECEIVED THE CONSENT OF
ITS BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996,
WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED
BY SECTION 2(a)(51)(C) OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS
THEREUNDER, (iii) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY
BASIS LESS THAN U.S.$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (iv) IS NOT A
CORPORATION, PARTNERSHIP, COMMON TRUST FUND, SPECIAL TRUST, PENSION, PROFIT
SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN WHICH OR WITH RESPECT TO
WHICH THE SHAREHOLDERS, EQUITY OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL
OWNERS OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE PARTICULAR INVESTMENTS
TO BE MADE OR THE ALLOCATION OF ANY INVESTMENT AMONG SUCH SHAREHOLDERS, EQUITY
OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS OR PARTICIPANTS, AS APPLICABLE,
AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE
INVESTMENT COMPANY ACT EXEMPTION, (v) IS NOT AN ENTITY THAT, IMMEDIATELY
SUBSEQUENT TO ITS PURCHASE OR OTHER ACQUISITION OF A BENEFICIAL INTEREST IN THIS
NOTE, WILL HAVE INVESTED MORE THAN 40% OF ITS ASSETS IN BENEFICIAL INTERESTS IN
THIS NOTE AND/OR IN OTHER SECURITIES OF THE ISSUER, (vi) UNDERSTANDS, ON BEHALF OF
ITSELF AND EACH PERSON FOR WHICH IT IS ACTING, THAT THE ISSUER MAY RECEIVE A LIST OF
EUROCLEAR OR CLEARSTREAM PARTICIPANTS HOLDING NOTES (I.E. BENEFICIAL INTERESTS IN
THE GLOBAL NOTES) FROM EUROCLEAR OR CLEARSTREAM AND ANY OTHER DEPOSITORY
THROUGH WHICH THE NOTES (OR BENEFICIAL INTERESTS THEREIN) MAY BE HELD, AND (vii)
AGREES TO PROVIDE NOTICE TO ANY SUBSEQUENT PURCHASER OF THE TRANSFER
RESTRICTIONS PROVIDED IN THIS LEGEND, (B) IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS, (C) IN COMPLIANCE WITH THE REQUIREMENTS SPECIFIED IN THE
AGENCY AGREEMENT REFERRED TO HEREIN AND (D) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY RELEVANT JURISDICTION.

CERTAIN INFORMATION CONCERNING THE REFERENCE PORTFOLIO WILL ONLY BE MADE

AVAILABLE TO A PERSON THAT HAS AGREED WITH THE ISSUER IN WRITING TO TREAT
INFORMATION RECEIVED IN SUCH CONNECTION AS CONFIDENTIAL IN SUCH FORM AS SHALL BE
REASONABLY SATISFACTORY TO THE ISSUER IN ITS SOLE DISCRETION. ANY HOLDER OR
100
PROSPECTIVE HOLDER MUST ADDRESS ANY QUESTION IT HAS IN THE FOREGOING REGARD
TO THE ISSUER.

BY ITS PURCHASE OR HOLDING OF A NOTE, OR ANY INTEREST THEREIN, THE PURCHASER

AND/OR HOLDER THEREOF AND EACH PURCHASER WILL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT, AT THE TIME OF ITS ACQUISITION, AND THROUGHOUT THE PERIOD
THAT IT HOLDS SUCH NOTE, OR INTEREST THEREIN, THAT (1) IT IS NOT (A) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE UNITED STATES EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITIES PROVISIONS OF ERISA, (B) A "PLAN" AS DEFINED IN SECTION
4975(e)(1) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) ANY ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH EMPLOYEE
BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR (D) A "BENEFIT PLAN INVESTOR"
AS SUCH TERM IS OTHERWISE DEFINED IN ANY REGULATIONS PROMULGATED BY THE U.S.
DEPARTMENT OF LABOR UNDER SECTION 3(42) OF ERISA AND (2) IF IT IS A GOVERNMENTAL,
CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-
U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR
SECTION 4975 OF THE CODE, ITS PURCHASE, HOLDING AND DISPOSITION OF SUCH NOTE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION UNDER ANY SUCH SUBSTANTIALLY
SIMILAR LAW. ANY PURPORTED TRANSFER OF THE NOTES IN VIOLATION OF THE
REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO AND
THE ISSUER WILL HAVE THE RIGHT TO COMPEL ANY PURCHASER ACQUIRING THE NOTES IN
VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH TO SELL SUCH NOTES OR
TO SELL SUCH NOTES ON BEHALF OF SUCH PURCHASER.

NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE AGENCY AGREEMENT REFERRED TO HEREIN,
AND ANY PURPORTED TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN THAT IS NOT IN
COMPLIANCE WITH THE PROVISIONS OF THE AGENCY AGREEMENT SHALL BE NULL AND VOID
AB INITIO.

NO HOLDER OF THIS NOTE OR ANY INTEREST HEREIN SHALL BE ENTITLED TO RECEIVE

PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE AGENCY AGREEMENT REFERRED TO
HEREIN.

WITH RESPECT TO ANY OFFER OF THE NOTES IN THE UNITED KINGDOM, EACH HOLDER OF A
NOTE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED THAT IT IS
(A) AN INVESTMENT PROFESSIONAL WITHIN THE MEANING OF ARTICLE 19 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA") (FINANCIAL PROMOTION ORDER 2005 ("FPO"));
(B) A HIGH NET WORTH ENTITY FALLING WITHIN ARTICLE 49 OF THE FPO; OR (C) A PERSON TO
WHOM THE COMMUNICATION MAY OTHERWISE LAWFULLY BE MADE.

ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
EUROCLEAR AND CLEARSTREAM, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF EUROCLEAR AND CLEARSTREAM (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.).

101
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF EUROCLEAR AND CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE.

UPON WRITTEN REQUEST BY THE ISSUER, EACH HOLDER AND BENEFICIAL OWNER OF A NOTE
SHALL PROVIDE, OR CAUSE TO BE PROVIDED, ANY INFORMATION WITH RESPECT TO SUCH
HOLDER, INCLUDING INFORMATION CONCERNING THE DIRECT OR INDIRECT OWNERS OF SUCH
HOLDER, THAT THE ISSUER REASONABLY DETERMINES IS NECESSARY FOR THE ISSUER TO
COMPLY WITH SECTIONS 1471-1474 OF THE CODE, ANY FINAL CURRENT OR FUTURE
REGULATIONS OR OFFICIAL INTERPRETATIONS THEREOF, ANY AGREEMENT ENTERED INTO
PURSUANT TO SECTION 1471(B) OF THE CODE, OR ANY FISCAL OR REGULATORY LEGISLATION,
RULES OR PRACTICES ADOPTED PURSUANT TO ANY INTERGOVERNMENTAL AGREEMENT
ENTERED INTO IN CONNECTION WITH THE IMPLEMENTATION OF SUCH SECTIONS OF THE CODE
OR ANALOGOUS PROVISIONS OF NON-U.S. LAW. THE FAILURE TO PROVIDE SUCH INFORMATION
MAY RESULT IN WITHHOLDING ON PAYMENTS (INCLUDING PRINCIPAL) ON THE NOTES AND MAY
RESULT IN THE FORCED SALE OF THE NOTE (WHICH COULD BE FOR LESS THAN FAIR MARKET
VALUE).

The Definitive Notes will contain legends substantially as described below to notify transferors and
transferees of the applicable restrictions on the resale or other transfer of the Definitive Notes, in addition to
any other legends on the Definitive Notes.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE
SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). ANY
RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION.

THE HOLDER OF THIS NOTE OR OF AN INTEREST HEREIN, WILL BE REQUIRED TO REPRESENT,

ACKNOWLEDGE AND AGREE THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE OR ANY INTEREST HEREIN EXCEPT (A) TO (X) A NON-"U.S. PERSON" (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) THAT IS EITHER A "QUALIFIED
PURCHASER" (WITHIN THE MEANING OF SECTION 2(a)(51) OF THE UNITED STATES INVESTMENT
COMPANY ACT OF 1940, AS AMENDED) OR NOT A "U.S. RESIDENT" (WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
OR 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT OR (Y) A PERSON (1)
THAT IS (i) A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT AND (ii) ALSO A "QUALIFIED PURCHASER" (WITHIN THE MEANING OF SECTION
2(a)(51) OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED) THAT
PURCHASES THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER THAT IS ALSO A QUALIFIED PURCHASER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, AND (2) THAT (i) WAS NOT FORMED FOR THE SPECIFIC
PURPOSE OF INVESTING IN THE ISSUER, AND HAS NOT SPECIFICALLY SOLICITED ADDITIONAL
CAPITAL OR SIMILAR CONTRIBUTIONS FROM ANY PERSON OWNING A BENEFICIAL INTEREST IN
SUCH BENEFICIAL OWNER FOR THE PURPOSE OF ENABLING SUCH BENEFICIAL OWNER TO
PURCHASE ANY NOTES, (ii) IS NOT AN INVESTMENT COMPANY THAT RELIES ON THE EXCLUSION
FROM THE DEFINITION OF "INVESTMENT COMPANY" PROVIDED BY SECTION 3(c)(1) OR SECTION
3(c)(7) OF THE INVESTMENT COMPANY ACT (OR A FOREIGN INVESTMENT COMPANY UNDER
SECTION 7(d) THEREOF RELYING ON SECTION 3(c)(1) OR 3(c)(7) WITH RESPECT TO ITS HOLDERS
THAT ARE U.S. PERSONS), WHICH WAS FORMED ON OR BEFORE APRIL 30, 1996, UNLESS IT HAS

102
RECEIVED THE CONSENT OF ITS BENEFICIAL OWNERS THAT ACQUIRED THEIR INTERESTS ON
OR BEFORE APRIL 30, 1996, WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER
IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE INVESTMENT COMPANY ACT AND
THE RULES AND REGULATIONS THEREUNDER, (iii) IS NOT A BROKER-DEALER THAT OWNS AND
INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000 IN SECURITIES OF
UNAFFILIATED ISSUERS, (iv) IS NOT A CORPORATION, PARTNERSHIP, COMMON TRUST FUND,
SPECIAL TRUST, PENSION, PROFIT SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN
IN WHICH OR WITH RESPECT TO WHICH THE SHAREHOLDERS, EQUITY OWNERS, PARTNERS,
BENEFICIARIES, BENEFICIAL OWNERS OR PARTICIPANTS, AS APPLICABLE, MAY DESIGNATE THE
PARTICULAR INVESTMENTS TO BE MADE OR THE ALLOCATION OF ANY INVESTMENT AMONG
SUCH SHAREHOLDERS, EQUITY OWNERS, PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS OR
PARTICIPANTS, AS APPLICABLE, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT
LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION, (v) IS NOT AN ENTITY
THAT, IMMEDIATELY SUBSEQUENT TO ITS PURCHASE OR OTHER ACQUISITION OF A BENEFICIAL
INTEREST IN THIS NOTE, WILL HAVE INVESTED MORE THAN 40% OF ITS ASSETS IN
BENEFICIAL INTERESTS IN THIS NOTE AND/OR IN OTHER SECURITIES OF THE ISSUER, (vi)
UNDERSTANDS, ON BEHALF OF ITSELF AND EACH PERSON FOR WHICH IT IS ACTING, THAT THE
ISSUER MAY RECEIVE A LIST OF EUROCLEAR OR CLEARSTREAM PARTICIPANTS HOLDING
NOTES (I.E. BENEFICIAL INTERESTS IN THE GLOBAL NOTES) FROM EUROCLEAR OR
CLEARSTREAM AND ANY OTHER DEPOSITORY THROUGH WHICH THE NOTES (OR BENEFICIAL
INTERESTS THEREIN) MAY BE HELD, AND (vii) AGREES TO PROVIDE NOTICE TO ANY
SUBSEQUENT PURCHASER OF THE TRANSFER RESTRICTIONS PROVIDED IN THIS LEGEND, (B) IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (C) IN COMPLIANCE
WITH THE REQUIREMENTS SPECIFIED IN THE AGENCY AGREEMENT REFERRED TO HEREIN AND
(D) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY RELEVANT
JURISDICTION.

CERTAIN INFORMATION CONCERNING THE REFERENCE PORTFOLIO WILL ONLY BE MADE

AVAILABLE TO A PERSON THAT HAS AGREED WITH THE ISSUER IN WRITING TO TREAT
INFORMATION RECEIVED IN SUCH CONNECTION AS CONFIDENTIAL IN SUCH FORM AS SHALL BE
REASONABLY SATISFACTORY TO THE ISSUER IN ITS SOLE DISCRETION. ANY HOLDER OR
PROSPECTIVE HOLDER MUST ADDRESS ANY QUESTION IT HAS IN THE FOREGOING REGARD
TO THE ISSUER.

BY ITS PURCHASE OR HOLDING OF A NOTE, OR ANY INTEREST THEREIN, THE PURCHASER

AND/OR HOLDER THEREOF AND EACH PURCHASER WILL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT, AT THE TIME OF ITS ACQUISITION, AND THROUGHOUT THE PERIOD
THAT IT HOLDS SUCH NOTE, OR INTEREST THEREIN, THAT (1) IT IS NOT (A) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE UNITED STATES EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITIES PROVISIONS OF ERISA, (B) A "PLAN" AS DEFINED IN SECTION
4975(e)(1) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) ANY ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH EMPLOYEE
BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR (D) A "BENEFIT PLAN INVESTOR"
AS SUCH TERM IS OTHERWISE DEFINED IN ANY REGULATIONS PROMULGATED BY THE U.S.
DEPARTMENT OF LABOR UNDER SECTION 3(42) OF ERISA AND (2) IF IT IS A GOVERNMENTAL,
CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-
U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR
SECTION 4975 OF THE CODE, ITS PURCHASE, HOLDING AND DISPOSITION OF SUCH NOTE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION UNDER ANY SUCH SUBSTANTIALLY
SIMILAR LAW. ANY PURPORTED TRANSFER OF THE NOTES IN VIOLATION OF THE
REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO AND
THE ISSUER WILL HAVE THE RIGHT TO COMPEL ANY PURCHASER ACQUIRING THE NOTES IN
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VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH TO SELL SUCH NOTES OR
TO SELL SUCH NOTES ON BEHALF OF SUCH PURCHASER.

NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE AGENCY AGREEMENT REFERRED TO HEREIN,
AND ANY PURPORTED TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN THAT IS NOT IN
COMPLIANCE WITH THE PROVISIONS OF THE AGENCY AGREEMENT SHALL BE NULL AND VOID
AB INITIO.

UPON WRITTEN REQUEST BY THE ISSUER, EACH HOLDER AND BENEFICIAL OWNER OF A NOTE
SHALL PROVIDE, OR CAUSE TO BE PROVIDED, ANY INFORMATION WITH RESPECT TO SUCH
HOLDER, INCLUDING INFORMATION CONCERNING THE DIRECT OR INDIRECT OWNERS OF SUCH
HOLDER, THAT THE ISSUER REASONABLY DETERMINES IS NECESSARY FOR THE ISSUER TO
COMPLY WITH SECTIONS 1471-1474 OF THE CODE, ANY FINAL CURRENT OR FUTURE
REGULATIONS OR OFFICIAL INTERPRETATIONS THEREOF, ANY AGREEMENT ENTERED INTO
PURSUANT TO SECTION 1471(B) OF THE CODE, OR ANY FISCAL OR REGULATORY LEGISLATION,
RULES OR PRACTICES ADOPTED PURSUANT TO ANY INTERGOVERNMENTAL AGREEMENT
ENTERED INTO IN CONNECTION WITH THE IMPLEMENTATION OF SUCH SECTIONS OF THE CODE
OR ANALOGOUS PROVISIONS OF NON-U.S. LAW. THE FAILURE TO PROVIDE SUCH INFORMATION
MAY RESULT IN WITHHOLDING ON PAYMENTS (INCLUDING PRINCIPAL) ON THE NOTES AND MAY
RESULT IN THE FORCED SALE OF THE NOTE (WHICH COULD BE FOR LESS THAN FAIR MARKET
VALUE).

NO HOLDER OF THIS NOTE OR ANY INTEREST HEREIN SHALL BE ENTITLED TO RECEIVE

PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE AGENCY AGREEMENT REFERRED TO
HEREIN.

WITH RESPECT TO ANY OFFER OF THE NOTES IN THE UNITED KINGDOM, EACH HOLDER OF A
NOTE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED THAT IT IS
(A) AN INVESTMENT PROFESSIONAL WITHIN THE MEANING OF ARTICLE 19 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA") (FINANCIAL PROMOTION ORDER 2005 ("FPO"));
(B) A HIGH NET WORTH ENTITY FALLING WITHIN ARTICLE 49 OF THE FPO; OR (C) A PERSON TO
WHOM THE COMMUNICATION MAY OTHERWISE LAWFULLY BE MADE.

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I. Rule 144A Notes

With respect to the Notes being offered and sold in connection with this Offering Circular pursuant to the
exemption from registration under the Securities Act provided by Rule 144A of the Securities Act (such
Notes, "Rule 144A Notes"), such Notes are being offered and sold only to persons that are both (a)
"qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (b) "qualified
purchasers" within the meaning of Section 2(a)(51) of the Investment Company Act, in transactions
meeting the requirements of Rule 144A under the Securities Act. Each Purchaser of a beneficial interest in
any Rule 144A Note on the Issue Date or any date thereafter, by its acceptance thereof, will be deemed to
have represented and agreed that such Note may be offered, resold, pledged or otherwise transferred only
to (a) Deutsche Bank or an affiliate of Deutsche Bank by way of tender, and only if Deutsche Bank or
such affiliate decides in its discretion to permit it, (b) a person that is both (i) such a "qualified
institutional buyer" and (ii) such a "qualified purchaser" in a transaction meeting the requirements of Rule
144A under the Securities Act or (c) a person that is not a "U.S. Person" (within the meaning of Regulation
S under the Securities Act) and that either is such a "qualified purchaser" or is not a "U.S. resident" within
the meaning of the Investment Company Act in an offshore transaction meeting the requirements of
Regulation S under the Securities Act. Any such transfers to Deutsche Bank or an affiliate of Deutsche
Bank by way of tender will be on such terms as Deutsche Bank or such affiliate sets in its sole discretion
based on market conditions at the time and such other factors as we may determine.

These transfer restrictions will remain in effect for the entire term of the Rule 144A Notes. Since you
cannot (A) sell such Notes to a third party, other than to a person that is both (i) such a "qualified
institutional buyer" and (ii) such a "qualified purchaser" in a transaction meeting the requirements of Rule
144A under the Securities Act or to a person that is not such a "U.S. Person" and that either is such a
"qualified purchaser" or is not such a "U.S. resident" in such an offshore transaction or (B) be assured of
your ability to tender such Notes to us or any of our affiliates, you should be willing and able to hold your
investment until maturity.

Each Purchaser of a beneficial interest in any Rule 144A Note offered hereby by its acceptance thereof
on the Issue Date and each Purchaser of a beneficial interest in any Rule 144A Note on any date thereafter,
will be additionally deemed to have made the following acknowledgments, representations, warranties and
agreements:

1. The Purchaser is a "qualified institutional buyer", as defined in Rule 144A under the Securities Act
that is also a "qualified purchaser" (within the meaning of Section 2(a)(51) of the Investment
Company Act), that purchases an interest in the Notes in a transaction meeting the requirements of
Rule 144A.

2. The Purchaser shall not acquire any Rule 144A Notes, unless at the time of its acquisition, and
throughout the period that it holds such Note, or interest therein, (i) it is not and is not acting on
behalf of (a) an "employee benefit plan" as defined in and subject to Title I of the U.S. Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), (b) a "plan" as defined in and
subject to Section 4957 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), or
(c) an entity any assets of which constitute "plan assets" under U.S. Department of Labor
Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, and (ii) if it is a
governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non- U.S.
law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its
purchase, holding and disposition of such note will not constitute or result in a non- exempt violation
under any such substantially similar law. Any purported transfer of the Notes in violation of the
requirements set forth in this paragraph shall be null and void ab initio and the Issuer will have the
right to compel any transferee acquiring the Notes in violation of the requirements set forth in this
paragraph to sell such Notes or to sell such Notes on behalf of such transferee. See "ERISA
Matters."

105
3. The Purchaser will notify the Issuer prior to purchase of any change in such information or any
change that would mean that the Purchaser could no longer make the representations contained in
Paragraphs 1 and 2 above.

4. None of the Issuer, the Placement Agents, the Paying Agent, the Registrar or any associates or
affiliates of any of them has given to the Purchaser (directly or indirectly through any other
Person) any assurance, guarantee or representation whatsoever as to the expected or projected
success, profitability, return, performance, results, effect, consequence or benefit (including legal,
regulatory, tax, financial, accounting or other advice) of its investment hereunder.

5. None of the Issuer, the Placement Agents, the Paying Agent, the Registrar or any of their
respective affiliates is acting as a fiduciary or financial or investment adviser for the Purchaser
and the Purchaser is not relying on any written or oral advice, counsel or representations of the
Issuer, the Placement Agents or any of their respective affiliates. The Purchaser has consulted
with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the
extent it has deemed necessary, and has made its own investment decisions based upon its own
judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Placement Agents or any of their respective affiliates. The
Purchaser is a sophisticated investor and is purchasing the Notes with a full understanding of all of
the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those
risks. In connection with the purchase of Notes, the Purchaser meets all suitability standards
imposed on it by applicable law. The Purchaser acknowledges that certain persons or organizations
associated with the Issuer will perform services on behalf of the Issuer and will receive fees and/or
compensation for performing such services. The Purchaser understands and acknowledges that
(a) the Issuer, the Placement Agents and other DBAG Group Entities are acting in a number of
capacities in connection with the Notes, (b) each such Person may enter into business dealings
from which it may derive revenues and profits without any duty to account therefor in connection
with the Notes and (c) in pursuing its interests pursuant to other relationships and transactions, the
Issuer, the Placement Agents and other DBAG Group Entities may take actions that could increase
the probability that a Credit Event will occur or that the Holders of Notes will suffer losses as a result
of a Credit Event with respect to a Reference Obligation.

6. The Purchaser acknowledges that it is acquiring the Notes as principal for its own account for
investment and not for sale in connection with any distribution thereof. It was not formed for the
specific purpose of investing in the Notes or any other securities of the Issuer, and has not
specifically solicited additional capital or similar contributions from any person owning a beneficial
interest in it for the purpose of enabling it to purchase any Notes. It is not a (w) corporation, (x)
partnership, (y) common trust fund or (z) special trust, pension, profit sharing or other retirement
trust fund or plan in which or with respect to which the shareholders, equity owners, partners,
beneficiaries, beneficial owners or participants, as applicable, may designate the particular
investments to be made or the allocation of any investment among such shareholders, equity
owners, partners, beneficiaries, beneficial owners or participants, and it agrees that it shall not hold
the Notes for the benefit of any other person and shall be the sole beneficial owner thereof for all
purposes (in each case except as otherwise expressly provided in this sentence) and that it shall
not sell participation interests in the Notes or enter into any other arrangement pursuant to which
any other person shall be entitled to a beneficial interest in the distributions on the Notes unless
such other person would be a permitted purchaser of the Notes (or of a beneficial interest
therein, as applicable) and complies with the requirements of the Agency Agreement and such
arrangement does not contravene any applicable law. The Notes purchased directly or indirectly by
it constitute an investment of no more than 40% of its assets after giving effect to its purchase of
Notes and/or other securities of the Issuer. It is not an investment company that relies on the
exclusion from the definition of "investment company" provided by Section 3(c)(1) or Section 3(c)(7)
of the Investment Company Act (or a foreign investment company under Section 7(d) thereof

106
 relying on Section 3(c)(1) or 3(c)(7) with respect to its holders that are U.S. Persons), which was
formed on or before April 30, 1996, unless it has received the consent of its beneficial owners that
acquired their interests on or before April 30, 1996, with respect to its treatment as a qualified
purchaser in the manner required by Section 2(a)(51)(C) of the Investment Company Act and the
rules and regulations thereunder. It understands and agrees that any purported transfer of the
Notes to a purchaser (including, without limitation, the transfer of Notes to it) that does not
comply with the requirements of this paragraph or paragraph (i) above shall be null and void ab
initio and the Issuer retains the right to resell any Notes sold to any purchaser (including, without
limitation, the Purchaser).

7. The Purchaser understands and agrees that any transfer of the Notes or any interest therein that
does not comply with the requirements of the Agency Agreement and the restrictions of the Note
shall be null and void ab initio.

8. The Purchaser (a) has received, read carefully and understood the Offering Circular in its entirety
and in particular the "Risk Factors" section of the Offering Circular that describes certain key
characteristics of, and risks associated with, the Notes and has determined that the Notes are an
appropriate investment for it; (b) understands that the Placement Agents are serving as Placement
Agent in connection with the offering; and (c) has reviewed the "Notice to Investors" and "Transfer
Restrictions" sections of the Offering Circular and acknowledges that it is an entity that is qualified to
be a Purchaser of the Notes, in accordance with the relevant exemption from registration under the
Securities Act and related transfer restrictions. The Purchaser has had access to such financial and
other information concerning the Issuer and the Notes, in each case as it deemed necessary or
appropriate in order to make an informed investment decision with respect to its purchase of an
interest in the Notes, including an opportunity to ask questions of and request information from the
Issuer, and has had the opportunity to review all publicly available records and filings and all other
documents concerning the Reference Entities and the Reference Obligations that it considers
necessary or appropriate in making an investment decision.

9. The Purchaser understands that the minimum amount for any initial purchase or subsequent
transfer of Notes is €500,000 and integral multiples of €1 in excess thereof.

10. The Purchaser understands that prior to any proposed transfer of the Notes or any interest
therein, it may be required to furnish to the Issuer such other information as it may reasonably
require to confirm that the proposed transfer is being made in accordance with the restrictions of the
Agency Agreement and understands that each of the Issuer and its affiliates will rely upon the
accuracy and truth of the foregoing representations, and it hereby consents to such reliance.

11. The Purchaser is aware that certain information concerning the Reference Portfolio will only be
made available to a person that has agreed with the Issuer in writing to treat information received in
such connection as confidential in such form as shall be reasonably satisfactory to the Issuer in its
sole discretion. The Purchaser is also aware that any Noteholder or prospective Noteholder must
address any question it has in the foregoing regard to the Issuer.

12. With respect to any offer of the Notes in the United Kingdom, the Purchaser represents that it is
(A) an investment professional within the meaning of Article 19 of the Financial Services and
Markets Act 2000 ("FSMA") (Financial Promotion Order 2005 ("FPO")); (B) a high net worth entity
falling within Article 49 of the FPO; or (C) a person to whom the communication may otherwise
lawfully be made.

13. The Purchaser, and any account on behalf of which the Purchaser is purchasing an interest in the
Notes, understands and acknowledges that none of the Issuer, any other DBAG Group Entity or any
of their Affiliates make any representation or agreement as to, or are responsible for determining,
whether the DBAG Retained Amount constitutes a material net economic interest of 5% of the
107
 nominal value of the transaction in accordance with the requirements of Article 122a of EU Directive
2006/48/EC ("Article 122a") or Article 17 of EU Directive 2011/61/EU ("AIFMD"). If the transaction
does not comply with the risk retention requirements of Article 122a or AIFMD, as applicable, the
Notes may not be a suitable investment for EU credit institutions and their consolidated affiliates or
managers of alternative investment funds on behalf of alternative investment funds, and the ability of
the Noteholders to sell and/or the price investors receive for the Notes in the secondary market may
be adversely affected. The Purchaser acknowledges that any Holder or prospective Holder should
seek advice as to whether an investment in the Notes is permitted under applicable laws.

14. The Purchaser agrees to treat Rule 144A Notes as debt instruments not subject to the contingent
payment debt instrument rules as described in Annex A ("Certain U.S. federal Income Tax and
German Income Tax Consequences") attached to the Offering Circular, and the Purchaser
acknowledges that the Issuer will not pay any additional amounts to compensate it for any
withholding taxes in respect of payments (including amounts attributable to original issue discount, if
any) on such Notes.

15. The Purchaser hereby represents that:

(a) it is neither a "10-percent shareholder" of the Issuer nor a controlled foreign corporation
related to the Issuer within the meaning of Section 881(c)(3) of the Internal Revenue
Code of 1986, as amended;

(b) if it is not a United States person for U.S. federal income tax purposes and is a bank, or is
regulated as a bank or conducts a banking business, it represents that (i) each payment
received or to be received by it in connection with the Notes will be effectively connected
with the conduct of its trade or business in the United States, (ii) it is the beneficial owner of
each payment received or to be received by it in connection with the Notes and each such
payment will be fully eligible for the benefits of an income tax treaty with the United States
which provides for a zero rate of withholding on interest income or amounts treated
as interest income for U.S. federal income tax purposes or (iii) no payment received or to be
received by it in connection with the Notes shall be received by it as a bank on an extension
of credit entered into in the ordinary course of its lending business; and

(c) it will give notice of any failure of a representation made by it in (a) or (b) to be accurate
and true promptly upon learning of such failure.

The Purchaser agrees that if:

(a) the Issuer is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding for any tax with
respect to any payment made to a non-U.S. bank under any note as a result of a failure of
any representation made in (b) above to be accurate and true when made;

(b) the Issuer does not so deduct or withhold; and

(c) a liability resulting from such tax is assessed directly against the Issuer,

then, except to the extent the Purchaser has satisfied or then satisfies the liability resulting from
such tax in full, the Purchaser agrees to indemnify and hold harmless, and promptly reimburse
the Issuer upon its written request, for the amount of such liability.

16. The Rule 144A Notes may be offered, resold, pledged or otherwise transferred only to (a) Deutsche
Bank or an affiliate of Deutsche Bank by way of tender, and only if Deutsche Bank or such
affiliate decides in its or its sole discretion to permit it, (b) a person that is both (i) a "qualified
108
 institutional buyer" within the meaning of Rule 144A under the Securities Act and (ii) a "qualified
purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act, in a transaction
meeting the requirements of Rule 144A under the Securities Act or (c) a person that is not a "U.S.
Person" (within the meaning of Regulation S under the Securities Act) and that either is such a
"qualified purchaser" or is not a "U.S. resident" within the meaning of the Investment Company Act
in an offshore transaction meeting the requirements of Regulation S under the Securities Act.
Any such transfers to Deutsche Bank or an affiliate of Deutsche Bank by way of tender will be on
such terms as Deutsche Bank or such affiliate sets in its sole discretion based on market
conditions at the time and such other factors as it may determine.

17. By its acceptance of Rule 144A Notes, the Purchaser acknowledges that each of the Issuer, the
Calculation Agent, the Credit Event Monitoring Agent, the Placement Agents, the Paying Agent and
the Registrar and their respective affiliates will rely upon the accuracy and truth of the foregoing
acknowledgements, representations and agreements, and it hereby consents to such reliance and
agrees that, if any of the acknowledgments, representations or warranties made herein or deemed
to have been made by it in its purchase of such Notes are no longer accurate, it shall promptly
notify Deutsche Bank.

18. Upon written request by the Issuer, the Purchaser agrees that it shall provide, or cause to be
provided, any information with respect to such Holder, including information concerning the direct or
indirect owners of such Holder, that the Issuer reasonably determines is necessary for the Issuer to
comply with Sections 1471-1474 of the Code, any final current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
agreement entered into in connection with the implementation of such Sections of the Code or
analogous provisions of non-U.S. law. The failure to provide such information may result in
withholding on payments (including principal) on the Notes and may result in the forced sale of the
Note (which could be for less than fair market value).

II. Reg S Notes

With respect to the Notes being offered and sold in connection with this Offering Circular in reliance on
the exemption from registration under the Securities Act provided by Regulation S under the Securities
Act (such Notes, "Reg S Notes"), such Notes are being offered and sold only outside of the United States to
non-U.S. Persons that are either (i) "qualified purchasers" as defined in Section 2(a)(51) of the Investment
Company Act or (ii) not "U.S. residents" within the meaning of the Investment Company Act. Each
Purchaser of a beneficial interest in any Reg S Note on the Issue Date or on any date thereafter, by its
acceptance thereof, will be deemed to represent on purchase that such Purchaser (a) is not located in the
United States, (b) is not a U.S. Person within the meaning of Rule 902(k) of the Securities Act, (c) was not
solicited to purchase such Notes while present in the United States and (d) is either (x) such a
"qualified purchaser" or (y) not such a "U.S. resident".

Each Purchaser of a beneficial interest in any Reg S Note on the Issue Date or any date thereafter, by its
acceptance thereof, will be deemed to have represented and agreed that such Notes may be offered,
resold, pledged or otherwise transferred only to (a) Deutsche Bank or an affiliate of Deutsche Bank by
way of tender, and only if Deutsche Bank or such affiliate decides in its discretion to permit it, (b) a person
that is both (i) such a "qualified institutional buyer" and (ii) such a "qualified purchaser" in a transaction
meeting the requirements of Rule 144A under the Securities Act or (c) a person that is not a "U.S.
Person" (within the meaning of Regulation S under the Securities Act) and that either is such a "qualified
purchaser" or is not a "U.S. resident" within the meaning of the Investment Company Act in an offshore
transaction meeting the requirements of Regulation S under the Securities Act. Any such transfers to
Deutsche Bank or an affiliate of Deutsche Bank by way of tender will be on such terms as Deutsche Bank or

109
such affiliate sets in its sole discretion based on market conditions at the time and such other factors as
we may determine.

These transfer restrictions will remain in effect for the entire term of the Reg S Notes. Since you cannot (A)
sell such Notes to a third party, other than to a person that is both (i) such a "qualified institutional buyer"
and (ii) such a "qualified purchaser" in a transaction meeting the requirements of Rule 144A under the
Securities Act or to a person that is not such a "U.S. Person" and that either is such a "qualified purchaser"
or is not such a "U.S. resident" in such an offshore transaction or (B) be assured of your ability to tender
such Notes to us or any of our affiliates, you should be willing and able to hold your investment until
maturity.

Each Purchaser of a beneficial interest in any Reg S Note offered hereby by its acceptance thereof on the
Issue Date and each Purchaser of a beneficial interest in any Reg S Note on any date thereafter will be
additionally deemed to have made the following acknowledgments, representations, warranties and
agreements:

1. The Purchaser (i) is not located in the United States, (ii) is not a U.S. Person within the meaning of
Rule 902(K) of the Securities Act, (iii) was not solicited to purchase such Notes while present in the
United States and (iv) is either (x) a "qualified purchaser" as defined in Section 2 (a)(51) of the
Investment Company Act or (y) not a "U.S. resident" within the meaning of the Investment Company
Act.

2. The Purchaser shall not acquire any Reg S Notes, unless at the time of its acquisition, and
throughout the period that it holds such Note, or interest therein, (i) it is not and is not acting on
behalf of (a) an "employee benefit plan" as defined in and subject to Title I of the U.S. Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), (b) a "plan" as defined in and
subject to Section 4957 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), or
(c) an entity any assets of which constitute "plan assets" under U.S. Department of Labor
Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, and (ii) if it is a
governmental, church, non-U.S. or other plan that is subject to any federal, state, local or non- U.S.
law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its
purchase, holding and disposition of such note will not constitute or result in a non- exempt violation
under any such substantially similar law. Any purported transfer of the Notes in violation of the
requirements set forth in this paragraph shall be null and void ab initio and the Issuer will have the
right to compel any transferee acquiring the Notes in violation of the requirements set forth in this
paragraph to sell such Notes or to sell such Notes on behalf of such transferee. See "ERISA
Matters."

3. The Purchaser will notify the Issuer prior to purchase of any change in such information or any
change that would mean that the Purchaser could no longer make the representations contained in
Paragraphs 1 and 2 above.

4. None of the Issuer, the Placement Agents, the Paying Agent, the Registrar or any associates or
affiliates of any of them has given to the Purchaser (directly or indirectly through any other
Person) any assurance, guarantee or representation whatsoever as to the expected or projected
success, profitability, return, performance, results, effect, consequence or benefit (including legal,
regulatory, tax, financial, accounting or other advice) of its investment hereunder.

5. None of the Issuer, the Placement Agents, the Paying Agent, the Registrar or any of their
respective affiliates is acting as a fiduciary or financial or investment adviser for the Purchaser
and the Purchaser is not relying on any written or oral advice, counsel or representations of the
Issuer, the Placement Agents or any of their respective affiliates. The Purchaser has consulted
with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the
extent it has deemed necessary, and has made its own investment decisions based upon its own
110
 judgment and upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer, the Placement Agents or any of their respective affiliates. The
Purchaser is a sophisticated investor and is purchasing the Notes with a full understanding of all of
the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those
risks. In connection with the purchase of Notes, the Purchaser meets all suitability standards
imposed on it by applicable law. The Purchaser acknowledges that certain persons or organizations
associated with the Issuer will perform services on behalf of the Issuer and will receive fees and/or
compensation for performing such services. The Purchaser understands and acknowledges that (a)
the Issuer, the Placement Agents and other DBAG Group Entities are acting in a number of
capacities in connection with the Notes, (b) each such Person may enter into business dealings
from which it may derive revenues and profits without any duty to account therefor in connection
with the Notes and (c) in pursuing its interests pursuant to other relationships and transactions, the
Issuer, the Placement Agents and other DBAG Group Entities may take actions that could increase
the probability that a Credit Event will occur or that the Holders of Notes will suffer losses as a result
of a Credit Event with respect to a Reference Obligation.

6. If the Purchaser is a "U.S. resident" within the meaning of the Investment Company Act, the
Purchaser acknowledges that it is acquiring the Notes as principal for its own account for investment
and not for sale in connection with any distribution thereof. It was not formed for the specific
purpose of investing in the Notes or any other securities of the Issuer, and has not specifically
solicited additional capital or similar contributions from any person owning a beneficial interest in it
for the purpose of enabling it to purchase any Notes. It is not a (w) corporation, (x) partnership, (y)
common trust fund or (z) special trust, pension, profit sharing or other retirement trust fund or plan
in which or with respect to which the shareholders, equity owners, partners, beneficiaries,
beneficial owners or participants, as applicable, may designate the particular investments to be
made or the allocation of any investment among such shareholders, equity owners, partners,
beneficiaries, beneficial owners or participants, and it agrees that it shall not hold the Notes for
the benefit of any other person and shall be the sole beneficial owner thereof for all purposes (in
each case except as otherwise expressly provided in this sentence) and that it shall not sell
participation interests in the Notes or enter into any other arrangement pursuant to which any other
person shall be entitled to a beneficial interest in the distributions on the Notes unless such other
person would be a permitted purchaser of the Notes (or of a beneficial interest therein, as
applicable) and complies with the requirements of the Agency Agreement and such arrangement
does not contravene any applicable law. The Notes purchased directly or indirectly by it constitute
an investment of no more than 40% of its assets after giving effect to its purchase of Notes and/or
other securities of the Issuer. It is not an investment company that relies on the exclusion from the
definition of "investment company" provided by Section 3(c)(1) or Section 3(c)(7) of the
Investment Company Act (or a foreign investment company under Section 7(d) thereof relying on
Section 3(c)(1) or 3(c)(7) with respect to its holders that are U.S. Persons), which was formed on
or before April 30, 1996, unless it has received the consent of its beneficial owners that acquired
their interests on or before April 30, 1996, with respect to its treatment as a qualified purchaser in
the manner required by Section 2(a)(51)(C) of the Investment Company Act and the rules and
regulations thereunder. It understands and agrees that any purported transfer of the Notes to a
purchaser (including, without limitation, the transfer of Notes to it) that does not comply with the
requirements of this paragraph or paragraph (i) above shall be null and void ab initio and the Issuer
retains the right to resell any Notes sold to any purchaser (including, without limitation, the
Purchaser).

7. The Purchaser understands that an interest in any Global Note that is a Reg S Note may not, at
any time, be held by, or on behalf of, a "U.S. Person" as defined in Regulation S under the
Securities Act or a "U.S. resident" within the meaning of the Investment Company Act (unless
such U.S. resident is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment
Company Act).
111
8. The Purchaser understands and agrees that any transfer of the Notes or any interest therein that
does not comply with the requirements of the Agency Agreement and the restrictions of the Note
shall be null and void ab initio.

9. The Purchaser (a) has received, read carefully and understood the Offering Circular in its entirety
and in particular the "Risk Factors" section of the Offering Circular that describes certain key
characteristics of, and risks associated with, the Notes and has determined that the Notes are an
appropriate investment for it; (b) understands that the Placement Agents are serving as Placement
Agent in connection with the offering; and (c) has reviewed the "Notice to Investors" and "Transfer
Restrictions" sections of the Offering Circular and acknowledges that it is an entity that is qualified to
be a Purchaser of the Notes, in accordance with the relevant exemption from registration under the
Securities Act and related transfer restrictions. The Purchaser has had access to such financial and
other information concerning the Issuer and the Notes, in each case as it deemed necessary or
appropriate in order to make an informed investment decision with respect to its purchase of an
interest in the Notes, including an opportunity to ask questions of and request information from the
Issuer, and has had the opportunity to review all publicly available records and filings and all other
documents concerning the Reference Entities and the Reference Obligations that it considers
necessary or appropriate in making an investment decision.

10. The Purchaser understands that the minimum amount for any initial purchase or subsequent
transfer of Notes is €500,000 and integral multiples of €1 in excess thereof.

11. The Purchaser understands that prior to any proposed transfer of the Notes or any interest
therein, it may be required to furnish to the Issuer such other information as it may reasonably
require to confirm that the proposed transfer is being made in accordance with the restrictions of the
Agency Agreement and understands that each of the Issuer and its affiliates will rely upon the
accuracy and truth of the foregoing representations, and it hereby consents to such reliance.

12. The Purchaser is aware that certain information concerning the Reference Portfolio will only be
made available to a person that has agreed with the Issuer in writing to treat information received in
such connection as confidential in such form as shall be reasonably satisfactory to the Issuer in its
sole discretion. The Purchaser is also aware that any Noteholder or prospective Noteholder must
address any question it has in the foregoing regard to the Issuer.

13. With respect to any offer of the Notes in the United Kingdom, the Purchaser represents that it is
(A) an investment professional within the meaning of Article 19 of the Financial Services and
Markets Act 2000 ("FSMA") (Financial Promotion Order 2005 ("FPO")); (B) a high net worth entity
falling within Article 49 of the FPO; or (C) a person to whom the communication may otherwise
lawfully be made.

14. The Purchaser, and any account on behalf of which the Purchaser is purchasing an interest in the
Notes, understands and acknowledges that none of the Issuer, any other DBAG Group Entity or any
of their Affiliates make any representation or agreement as to, or are responsible for determining,
whether the DBAG Retained Amount constitutes a material net economic interest of 5% of the
nominal value of the transaction in accordance with the requirements of Article 122a of EU Directive
2006/48/EC ("Article 122a") or Article 17 of EU Directive 2011/61/EU ("AIFMD"). If the transaction
does not comply with the risk retention requirements of Article 122a or AIFMD, as applicable, the
Notes may not be a suitable investment for EU credit institutions and their consolidated affiliates or
managers of alternative investment funds on behalf of alternative investment funds, and the ability of
the Noteholders to sell and/or the price investors receive for the Notes in the secondary market may
be adversely affected. The Purchaser acknowledges that any Holder or prospective Holder should
seek advice as to whether an investment in the Notes is permitted under applicable laws.

112
15. The Purchaser agrees to treat Reg S Notes as debt instruments not subject to the contingent
payment debt instrument rules as described in Annex A ("Certain U.S. federal Income Tax and
German Income Tax Consequences") attached to the Offering Circular, and the Purchaser
acknowledges that the Issuer will not pay any additional amounts to compensate it for any
withholding taxes in respect of payments (including amounts attributable to original issue discount, if
any) on such Notes.

16. The Purchaser hereby represents that:

(a) it is neither a "10-percent shareholder" of the Issuer nor a controlled foreign corporation
related to the Issuer within the meaning of Section 881(c)(3) of the Internal Revenue
Code of 1986, as amended;

(b) if it is not a United States person for U.S. federal income tax purposes and is a bank, or is
regulated as a bank or conducts a banking business, it represents that (i) each payment
received or to be received by it in connection with the Notes will be effectively connected
with the conduct of its trade or business in the United States, (ii) it is the beneficial owner of
each payment received or to be received by it in connection with the Notes and each such
payment will be fully eligible for the benefits of an income tax treaty with the United States
which provides for a zero rate of withholding on interest income or amounts treated
as interest income for U.S. federal income tax purposes or (iii) no payment received or to be
received by it in connection with the Notes shall be received by it as a bank on an extension
of credit entered into in the ordinary course of its lending business; and

(c) it will give notice of any failure of a representation made by it in (a) or (b) to be accurate
and true promptly upon learning of such failure.

The Purchaser agrees that if:

(a) the Issuer is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding for any tax with
respect to any payment made to a non-U.S. bank under any note as a result of a failure of
any representation made in (b) above to be accurate and true when made;

(b) the Issuer does not so deduct or withhold; and

(c) a liability resulting from such tax is assessed directly against the Issuer,

then, except to the extent the Purchaser has satisfied or then satisfies the liability resulting from
such tax in full, the Purchaser agrees to indemnify and hold harmless, and promptly reimburse
the Issuer upon its written request, for the amount of such liability.

17. The Reg S Notes may be offered, resold, pledged or otherwise transferred only to (a) Deutsche
Bank or an affiliate of Deutsche Bank by way of tender, and only if Deutsche Bank or such
affiliate decides in its or its sole discretion to permit it, (b) a person that is both (i) a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act and (ii) a "qualified
purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act, in a transaction
meeting the requirements of Rule 144A under the Securities Act or (c) a person that is not a "U.S.
Person" (within the meaning of Regulation S under the Securities Act) and that either is such a
"qualified purchaser" or is not a "U.S. resident" within the meaning of the Investment Company Act
in an offshore transaction meeting the requirements of Regulation S under the Securities Act. Any
such transfers to Deutsche Bank or an affiliate of Deutsche Bank by way of tender will be on such
terms as Deutsche Bank or such affiliate sets in its sole discretion based on market conditions at
the time and such other factors as it may determine.
113
18. By its acceptance of Reg S Notes, the Purchaser acknowledges that each of the Issuer, the
Calculation Agent, the Credit Event Monitoring Agent, the Placement Agents, the Paying Agent and
the Registrar and their respective affiliates will rely upon the accuracy and truth of the foregoing
acknowledgements, representations and agreements, and it hereby consents to such reliance and
agrees that, if any of the acknowledgments, representations or warranties made herein or deemed
to have been made by it in its purchase of such Notes are no longer accurate, it shall promptly
notify Deutsche Bank.

19. Upon written request by the Issuer, the Purchaser agrees that it shall provide, or cause to be
provided, any information with respect to such Holder, including information concerning the direct or
indirect owners of such Holder, that the Issuer reasonably determines is necessary for the Issuer to
comply with Sections 1471-1474 of the Code, any final current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
agreement entered into in connection with the implementation of such Sections of the Code or
analogous provisions of non-U.S. law. The failure to provide such information may result in
withholding on payments (including principal) on the Notes and may result in the forced sale of the
Note (which could be for less than fair market value).

114
 ERISA MATTERS

Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
Section 4975 of the Code prohibit pension, profit-sharing or other employee benefit plans that are subject to
Title I of ERISA, or any entity whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity, as well as plans (including individual retirement accounts and Keogh plans) subject
to Section 4975 of the Code (collectively, "Plans"), from engaging in certain transactions involving the "plan
assets" with persons who are "parties in interest" under ERISA or "disqualified persons" under the Code
("Parties in Interest") with respect to such Plans. As a result of its business, the Bank is a Party in
Interest with respect to many Plans. Where the Bank is a Party in Interest with respect to a Plan (either
directly or by reason of its ownership of its subsidiaries), the purchase and holding of the securities by or on
behalf of the Plan would be a prohibited lending transaction under Section 406(a)(1) of ERISA and
Section 4975(c)(1) of the Code, unless exemptive relief were available under an applicable administrative or
statutory exemption (as described below) or there was some other basis on which the transaction was not
prohibited. Certain Parties in Interest that participate in a non-exempt prohibited transaction may be subject
to an excise tax under ERISA or the Code. In addition, the persons involved in the prohibited transaction
may have to rescind the transaction and pay an amount to the Plan for any losses realized by the Plan or
profits realized by such persons and certain other liabilities could result that have a significant adverse effect
on such persons.

The Notes may not be purchased or held by any person unless at the time of its acquisition, and throughout
the period that it holds such Note, or interest therein, (1) it is not and is not acting on behalf of (a) an
"employee benefit plan" as defined in and subject to Title I of the U.S. Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), (b) a "plan" as defined in and subject to Section 4957 of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), or (c) an entity any assets of which
constitute "plan assets" under U.S. Department of Labor Regulation Section 2510.3-101, as modified by
Section 3(42) of ERISA (any such person, a "Benefit Plan Investor"), and (2) if it is a governmental,
church, non-U.S. or other plan that is subject to any federal, state, local or Non-U.S. Law that is
substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding
and disposition of such note will not constitute or result in a non-exempt violation under any such
substantially similar law. Any purported transfer of the Notes in violation of the requirements set forth in this
paragraph shall be null and void ab initio and the Issuer will have the right to compel any transferee
acquiring the Notes in violation of the requirements set forth in this paragraph to sell such Notes or to sell
such Notes on behalf of such transferee.

Due to the complexity of the applicable rules, it is particularly important that fiduciaries or other persons
considering purchasing the Notes on behalf of Benefit Plan Investors or otherwise with "plan assets" consult
with their counsel regarding the applicable provisions of ERISA and the Code.

115
 LISTING INFORMATION

1. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official
List and trading on the Global Exchange Market. There can be no assurance that such listing will be
maintained. It is expected that the total expenses of the issue will be approximately €13,000. The issuance,
sale and settlement of the Notes on the Issue Date is not conditioned on the admission of the Notes to the
Global Exchange Market.

2. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to
subscribe for the Notes.

3. This Offering Circular includes information given in compliance with the Global Exchange Market
listing rules of the Irish Stock Exchange. Save for the information in this Offering Circular 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 Issuer by the Placement Agent expressly for use in this
Offering Circular (or any amendment or supplement thereto) (the "Placement Agent Information"), the
Issuer accepts full responsibility for the information contained in this Offering Circular (other than the
Placement Agent Information), and confirms, having taken all reasonable care, that to the best of its
knowledge and belief, the information contained in this Offering Circular is in accordance with the facts and
does not omit anything likely to affect the import of such information. The Placement Agent accepts full
responsibility for the accuracy of any Placement Agent Information contained in the Offering Circular, and
confirms, having taken all reasonable care that to the best of its knowledge and belief, the Placement Agent
Information is in accordance with the facts and does not omit anything likely to affect the import of such
information. The Placement Agent accepts no responsibility with regard to the contents of this Offering
Circular other than the Placement Agent Information. The Irish Stock Exchange takes no responsibility for
the contents of this Offering Circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss arising from or in reliance upon any part of this
Offering Circular.

4. The Issuer represents that, as of the date of this Offering Circular and other then as described in
Part VI of the Second Supplement to the Base Prospectus dated 17 November 2014, the Issuer is not
involved in any governmental, legal or arbitration proceedings relating to claims on amounts which may
have or have had a material effect on the Issuer, nor, so far as the Issuer is aware, is any such legal or
arbitration proceedings involving it pending or threatened.

5. The issuance of the Notes was authorized by managers of the Issuer on or before the Issue Date.

6. For 14 calendar days from the date of this Offering Circular, copies of the Agency Agreement and
the Distribution Agreement and any reports referred to herein will be available for inspection without charge
at the principal office of the Issuer. See "Available Information" for information regarding the Issuer.

7. Maples and Calder, as the Irish Listing Agent, is acting solely in its capacity as listing agent for
the Issuer in connection with the Notes and is not itself seeking admission of the Notes to the Official
List of the Irish Stock Exchange.

116
8. For the purpose of listing the Notes on the Global Exchange Market of the following documents
have been filed with the Irish Stock Exchange and shall be deemed to be incorporated in, and to form part
of, the listing particulars:
a. the Annual Report of the Issuer for the year ended 31 December 2013;
b. the Annual Report of the Issuer for the year ended 31 December 2012;
c. the Interim Report of the Issuer for the period ending 30 September 2014;
d. the Reference Obligation List as of 2 December 2014;
e. the Base Prospectus of the Issuer in respect of the Euro 80,000,000,000 Debt Issuance
Programme dated 26 June 2014 and approved by the Commission de Surveillance du
Secteur Financier (the " Base Prospectus ");
f. the First Supplement to the Base Prospectus dated 1 August 2014;
g. the Second Supplement to the Base Prospectus dated 17 November 2014; and
h. the Third Supplement to the Base Prospectus dated 4 February 2015.

9. For the life of this Offering Circular, the articles of association of the Issuer, the audited annual
financial statements of the Issuer in respect of the financial years ended 31 December 2013 and 31
December 2012 and the interim report of the Issuer for the period ending 30 September 2014 will be
available for inspection without charge in electronic form at the principal office of the Issuer.

117
 ANNEX A

CERTAIN U.S. FEDERAL INCOME TAX AND GERMAN INCOME TAX CONSEQUENCES

ALL INVESTORS (INCLUDING NON-US INVESTORS) SHOULD READ "U.S. FEDERAL INCOME TAX—
FATCA" BELOW FOR A DISCUSSION ABOUT POTENTIAL WITHHOLDING ON THE NOTES AND THE
POSSIBLE FORCED SALE OF THE NOTES. IN ADDITION THE FAILURE TO PROVIDE THE PROPER
U.S. TAX CERTIFICATION MAY RESULT IN US WITHHOLDING OR BACKUP WITHHOLDING.

U.S. Federal Income Tax

Any U.S. federal tax discussion in this Offering Circular was not written and is not intended to be used and
cannot be used by any taxpayer for purposes of avoiding United States federal income tax penalties that
may be imposed on the taxpayer. Any such tax discussion was written in connection with the promotion or
marketing of the Notes to be issued pursuant to this Offering Circular. Each taxpayer should seek advice
based on the taxpayer's particular circumstances from an independent tax advisor.

The following is a general summary of certain principal U.S. federal income tax consequences that may
be relevant with respect to the purchase, ownership and disposition of the Notes. This summary addresses
only the U.S. federal income tax considerations of holders that are initial purchasers of the Notes
pursuant to this Offering Circular and that will hold the Notes as capital assets. This summary does not
address all aspects of U.S. federal income taxation of the Notes that may be relevant to a holder in light
of such holder's particular circumstances, nor does it address all of a holder's tax consequences if such
holder is subject to special tax treatment under U.S. federal income tax laws, including, without limitation:
(a) financial institutions; (b) insurance companies; (c) dealers or traders in securities or currencies or
notional principal contracts; (d) tax exempt entities; (e) regulated investment companies; (f) real estate
investment trusts; (g) persons that will hold the Notes as part of a "hedging" or "conversion" transaction or
as a position in a "straddle" or as part of a "synthetic security" or other integrated transaction for U.S.
federal income tax purposes; (h) persons that own (or are deemed to own) 10% or more of our voting
shares or interests treated as equity; (i) partnerships and other pass-through entities and persons who
hold the Notes through such partnerships or other pass through entities; and (j) persons that have a
"functional currency" other than the U.S. Dollar. Further, this summary does not address alternative
minimum tax consequences or the indirect effects on the holders of equity interests in a holder of the Notes.
This summary also does not describe any tax consequences arising under the laws of any taxing jurisdiction
other than the federal income tax laws of the U.S. federal government.

This summary is based on the U.S. Internal Revenue Code of 1986 (the "Code"), the U.S. Treasury
Regulations and judicial and administrative interpretations thereof, in each case as in effect and available
on the date of this Offering Circular. All of the foregoing are subject to change or differing interpretation,
which could apply retroactively and could affect the tax consequences described below.

For the purposes of this Annex A, a "U.S. Holder" is a beneficial owner of the Notes that is, for U.S. federal
income tax purposes: (a) a citizen or resident of the United States; (b) a corporation created or organized in
or under the laws of the United States or any state thereof (including the District of Columbia); (c) an estate
the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust if (x)
a court within the United States is able to exercise primary supervision over its administration and (y) one
or more U.S. Persons (as defined in the Code) have the authority to control all of the substantial
decisions of such trust. A "Non U.S. Holder" is a beneficial owner of the Notes that is not a U.S. Holder. If
a partnership holds the Notes, the tax treatment of a partner will generally depend upon the status of the
partner and upon the activities of the partnership. A partner of a partnership holding the Notes should
consult its own tax advisor.

NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW DEBT

INSTRUMENTS SIMILAR TO THE NOTES SHOULD BE TREATED FOR U.S. FEDERAL INCOME TAX
A-
PURPOSES. POTENTIAL HOLDERS (INCLUDING PERSONS HOLDING INTERESTS IN PASS-
THROUGH INVESTORS) SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE FEDERAL,
STATE, LOCAL AND ANY FOREIGN TAX CONSEQUENCES OF PURCHASING, OWNING AND
DISPOSING OF THE NOTES. SEE ALSO "NO TAX GROSS-UP" IN THE SECTION ENTITLED "RISK
FACTORS" ABOVE.

Characterization of the Notes as Debt

The Issuer has agreed and, by its acceptance of a Note, each holder of a Note will agree or be deemed to
have agreed, to treat the Notes as debt of the Issuer for United States federal income tax purposes except
as otherwise required by applicable law. However, no tax opinion is being delivered with respect to the
Notes, and prospective investors in the Notes should consult with their own tax advisors with respect to the
possible reclassification of such Notes. In addition, the Issuer intends to treat the likelihood of the
occurrence of a principal reduction as "remote" for purposes of the contingent payment debt instrument
("CPDI") rules. Accordingly, the Issuer intends to treat the Notes as debt instruments not subject to the
contingent payment debt instrument rules for U.S. federal income tax purposes. By acquiring the Notes or
an interest therein, each holder also will agree or will be deemed to agree to treat the Notes as debt
instruments not subject to the CPDI rules for purposes of U.S. federal, state and local income and franchise
taxes and any other taxes imposed upon, measured by or based upon gross or net income.

Prospective investors should be aware that there can be no assurance that the Internal Revenue Service
(the "IRS") will not seek to characterize the Notes as either indebtedness subject to the CPDI rules, or other
than indebtedness. However, except as provided under "—Alternative Characterization of the Notes" below,
the balance of this discussion assumes that the Notes will be characterized as debt (other than a CPDI) of
the Issuer for United States federal income tax purposes.

PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE
APPROPRIATE U.S. FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING A NOTE,
INCLUDING THE POTENTIAL ALTERNATIVE CHARACTERIZATIONS OF A NOTE.

U.S. Holders of the Notes

Interest Payments on the Notes

A U.S. Holder will be required to include the interest payable on the Notes in gross income in
accordance with their regular method of accounting.

Sale, Exchange or Redemption of the Notes

A U.S. Holder's tax basis in a Note generally will be the U.S. Holder's cost for the Note. Upon a sale,
exchange or redemption of the Note (including redemption of the Note at maturity or pursuant to an Early
Redemption Event), the U.S. Holder will recognize gain or loss equal to the difference between the amount
realized on the sale, exchange or redemption and the U.S. Holder's adjusted tax basis in the Note. Any
gain or loss will be capital gain or loss except to the extent the amount realized from the sale, exchange or
redemption represents payment for accrued interest that the U.S. Holder has not previously included in
income. The Issuer intends to take the position that the change in the composition of the Reference
Portfolio is not treated as an exchange of the Note for a new Note. Prospective investors should consult with
their own tax advisors regarding the proper characterization of change in the composition of the Reference
Portfolio, and the potential adverse consequences of that determination (which may depend in part on the
proper characterization of the Notes at the time of issuance as well as at the time of such change).

A-
Limitations on Deductions

A U.S. Holder will generally be entitled to deduct, consistent with its method of accounting, amounts
deemed to be the U.S. Holder's expenses with respect to the Notes as provided in Section 162 or 212 of
the Code. In the case of individuals, estates, trusts or pass-through entities that have partners that are
individuals, the deduction for any such expense could be a miscellaneous itemized deduction that may be
disallowed in whole or in part for purposes of the regular income tax or the alternative minimum tax. A U.S.
Holder, other than a corporation, that has borrowed money to finance its acquisition of the Notes could
likewise be subject to an investment interest deduction limitation to the extent that the U.S. Holder's
investment interest exceeds the U.S. Holder's investment income. U.S. Holders should consult their tax
advisors regarding these deduction limitations.

Alternative Characterizations of the Notes

U.S. Holders should recognize that there is some uncertainty regarding the appropriate classification of
instruments such as the Notes. It is possible, for example, that the IRS may contend that the Notes should
be treated for federal income tax purposes as a guarantee or in part debt of the issuer and in part a notional
principal contract (an "NPC") and/or in part an option, forward, a guarantee or some other form of derivative.
It is also possible that the IRS may contend that the holders of the Notes should be treated as if they entered
into a prepaid NPC, which may then be further recharacterized as in part an onmarket NPC, and in part a
loan from the Noteholder to the issuer. Any recharacterizations might affect the timing, character, and
source of income on the Notes, and certain recharacterizations may result in material adverse tax
consequences to U.S. Holders (particularly, natural persons and tax-exempt investors). For example, in the
event that the Notes were properly treated as indebtedness, but the likelihood of a credit event was not
considered to be "remote", the Notes would constitute a CPDI. In general, CPDIs are taxed as indebtedness
(with all interest included in income as original issue discount on the accrual method regardless of a
taxpayer's normal method of accounting). However, among other consequences, any gain on the sale or
exchange (or other taxable disposition) of the Notes would be ordinary income, and any loss thereon would
be ordinary to the extent of prior interest inclusions (and capital thereafter). Prospective investors should
consult their own tax advisors regarding the possible characterization of the Notes as CPDIs.

Non-U.S. Holders of the Notes

Withholding Taxes; No Withholding Tax Gross-Up

For U.S. federal income tax purposes, any interest on the Notes will be treated as income from sources
within the United States. We anticipate that, because of the portfolio interest exception, payments (including
amounts attributable to the original issue discount, if any) on Notes held by a Non-U.S. Holder will not be
subject to U.S. withholding tax, and therefore do not intend to so withhold, unless the Non-U.S. Holder is a
Non-Exempt Person. For purposes of this paragraph, a Non-Exempt Person includes (i) a direct or
indirect 10% or greater holder of our equity, (ii) a controlled foreign corporation related to us pursuant
to its equity ownership and (iii) a bank extending credit to us in the ordinary course of its trade or
business. By its purchase of a Note, each Non-U.S. Holder of a Note represents that it is not a Non-Exempt
Person. If a U.S. withholding tax is imposed on the payments (including amounts attributable to the
original issue discount, if any) on the Notes, we will not pay additional amounts to any Non-U.S. Holder
whose interest payments are reduced by such withholding tax.

The beneficial owner of a Note, or a financial institution holding a Note on behalf of such owner, must
provide the Paying Agent, in accordance with specified procedures, with a statement to the effect that
the beneficial owner is not a United States person. Currently, these requirements will be met if (1) the
beneficial owner provides its name and address, and certifies, under penalties of perjury, that it is not a
United States person (which certification may be made on an IRS Form W-8BEN) or (2) the beneficial
owner holds the Note through certain foreign intermediaries and the certification requirement of applicable

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Treasury regulations are satisfied. Special rules apply to certain non-U.S. Holders that are entities rather
than individuals.

Any gain realized upon the sale, exchange, retirement or other disposition of a Note by a Non-U.S. Holder
generally will not be subject to federal income tax unless (i) such gain is effectively connected with a trade
or business in the United States of the Non-U.S. Holder or (ii) in the case of a Non-U.S. Holder who is
an individual, such individual is present in the United States for 183 days or more in the taxable year of such
sale, exchange, retirement or other disposition, and certain other conditions are met.

Special rules may apply to certain Non-U.S. Holders, such as "controlled foreign corporations", "passive
foreign investment companies", certain expatriates, and corporations that accumulate earnings to avoid
federal income tax that are subject to special treatment under the Code. Such entities should consult
their tax advisors to determine the federal, state, local and other tax consequences that may be relevant to
them.

In addition, individual U.S. Holders who own "specified foreign financial assets" with an aggregate value in
excess of $50,000 on the last day of the taxable year (or with an aggregate value in excess of $75,000 at
any time during the taxable year), will generally be required to file an information report on IRS Form 8938
with respect to such assets with their U.S. federal tax returns. "Specified foreign financial assets"
include any financial accounts maintained by foreign financial institutions, as well as any of the following, but
only if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks
and securities issued by non-United States persons, (ii) financial instruments and contracts that have non-
United States issuers or counterparties, and (iii) interests in foreign entities. Prospective purchasers that are
individuals are urged to consult their tax advisors regarding the application of this legislation to their
ownership of Notes.

Information Reporting and Backup Withholding

Certain information reporting and consequent "backup withholding" applies to payments made on or with
respect to the Notes (including proceeds from certain sales of a Note). These requirements generally do
not apply to certain holders such as corporations. Backup withholding will not apply to a U.S. Holder
that provides a properly completed IRS Form W-9 or a Non-U.S. Holder that provides a properly
completed IRS Form W-8BEN or other applicable form.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the
holder's federal income tax liability provided the required information is furnished to the IRS.

FATCA

New tax provisions commonly known as the Foreign Account Tax Compliance Act provisions ("FATCA")
may impose a 30 per cent. withholding tax on payments of U.S. source interest and dividends made on or
after January 1, 2014 and of gross proceeds from the sale of certain U.S. assets made on or after January
1, 2017 to a foreign financial institution (or "FFI") (such as the Issuer) that, unless exempted or deemed
compliant, does not enter into, and comply with, an agreement with the U.S. Internal Revenue Service
("IRS") to provide certain information on its U.S. accountholders. Further, FATCA may impose a withholding
tax of up to 30 per cent. on gross payments due under derivatives in certain circumstances.

If required to avoid the withholding tax, the Issuer may enter into an agreement with the IRS (an "IRS
Agreement"). Unless exempted or deemed compliant, an FFI that does not enter into such agreement or
whose agreement is voided by the IRS will be treated as a "non-Participating FFI". The Issuer expects that
the IRS Agreement will require the Issuer (or an intermediary financial institution, broker or agent (each, an
"Intermediary") through which a beneficial owner holds its interest in a Note) to agree to (i) obtain certain
identifying information regarding the holder of such Note to determine whether the holder is a U.S. person or
U.S. owned foreign entity and to periodically provide identifying information about the holder to the IRS and
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(ii) comply with withholding and other requirements. In order to comply with its information reporting
obligation under the IRS Agreement, the Issuer will be obliged to obtain information from all Noteholders. To
the extent any payments in respect of the Notes are made to a Noteholder by an Intermediary, such
Noteholder may be required to comply with the Intermediary's requests for identifying information that would
permit the Intermediary to comply with its own IRS Agreement. Any Noteholder that fails to properly comply
with the Issuer's or an Intermediary's requests for certifications and identifying information or, if applicable, a
waiver of non-U.S. law prohibiting the release of such information to a taxing authority, will be treated as a
"Recalcitrant Holder".

The Issuer or an Intermediary may be required to deduct a withholding tax of up to 30 per cent. on payments
(including gross proceeds and redemptions) made on or after January 1, 2017 to a Recalcitrant Holder or a
Noteholder that itself is an FFI and, unless exempted or otherwise deemed to be compliant, does not have in
place an effective IRS Agreement (i.e., the Noteholder is a non-Participating FFI). Neither the Issuer nor an
Intermediary will make any additional payments to compensate a Noteholder or beneficial owner for any
amounts deducted pursuant to FATCA. It is also possible that the Issuer may be required to cause the
disposition or transfer of Notes held by a Recalcitrant Holder and the proceeds from any such disposition or
transfer may be an amount less than the then current fair market value of the Notes transferred.

In addition, even if a beneficial owner of a payment complies with requests for identifying information, the
ultimate payment to such beneficial owner could be subject to withholding if an Intermediary is subject to
withholding for its failure to comply with FATCA. Accordingly, a holder should consult its own tax advisors as
to the potential implication of the U.S. withholding taxes on the Notes before investing.

The United States has recently concluded several intergovernmental agreements ("IGAs") with other
jurisdictions in respect of FATCA. If Germany enters into an IGA with the United States, the Issuer may not
be required to enter into an agreement with the IRS but may, instead, be required to comply with legislation
enacted by Germany that would be implemented to give effect to such IGA. In that event, the Issuer would
be subject to modified FATCA requirements.

Tax Shelter Reporting Requirements

Under Treasury regulations on tax shelter disclosure and list maintenance, taxpayers that engage in
"reportable transactions" are required to file information returns. In the case of a corporation or a
partnership whose partners are all corporations, a reportable transaction includes any transaction with
respect to the notes that generates, or reasonably can be expected to generate, a loss claimed under
Section 165 of the Code (without taking into account any offsetting items) ("Section 165 Loss") of at least
U.S.$10 million in any one taxable year or U.S.$20 million in any combination of taxable years. In the
case of any other partnership, an individual or a trust, a reportable transaction includes any transaction with
respect to the notes that generates, or reasonably can be expected to generate, a Section 165 Loss of at
least U.S.$2 million in any one taxable year or U.S.$4 million in any combination of taxable years. A
penalty in the amount of U.S.$10,000 in the case of a natural person and U.S.$50,000 in any other case is
generally imposed on any taxpayer that fails to timely file an information return with the IRS with respect to a
transaction resulting in a Section 165 Loss treated as a reportable transaction. Accordingly, if you realize
a loss on any note (or, possibly aggregate losses from the notes under this base Offering Circular and the
accompanying terms supplement) satisfying the monetary thresholds discussed above, you could be
required to file an information return with the IRS and failure to do so may subject you to the penalties
described above.

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YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THESE INFORMATION RETURN
REQUIREMENTS.

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Income Taxation in Federal Republic of Germany

The following general overview does not consider all aspects of income taxation in the Federal Republic
of Germany ("Germany") that may be relevant to a holder of the Notes in the light of the holder's
particular circumstances and income tax situation. This overview applies to investors holding the Notes as
private assets and is not intended to be, nor should it be construed to be, legal or tax advice. It is based
on German tax laws and regulations, all as currently in effect and all subject to change at any time,
possibly with retroactive effect. Prospective holders are urged to consult their own tax advisers as to
the particular tax consequences to them of subscribing, purchasing, holding and disposing of the
Notes, including the application and effect of state, local, foreign and other tax laws and the
possible effects of changes in the tax laws of Germany.

German resident investors

Interest income

If the Notes are held as private assets (Privatvermögen) by an individual investor whose residence or
habitual abode is in Germany, payments of interest under the Notes are taxed as investment income
(Einkünfte aus Kapitalvermögen) at a 25 per cent. flat tax (Abgeltungsteuer) (plus a 5.5 per cent solidarity
surcharge (Solidaritätszuschlag) thereon and, if applicable to the individual investor, church tax
(Kirchensteuer)).

The flat tax is generally collected by way of withholding (see the paragraph entitled Withholding tax
below) and the tax withheld shall generally satisfy the individual investor's tax liability with respect to the
Notes. If, however, no or not sufficient tax was withheld, the investor will have to include the income
received with respect to the Notes in its income tax return. The flat tax will then be collected by way of tax
assessment. The investor may also opt for inclusion of investment income in its income tax return if the
aggregated amount of tax withheld on investment income during the year exceeded the investor's
aggregated flat tax liability on investment income (e.g., because of available losses carried forward or
foreign tax credits). If the investor's total income tax liability on all taxable income including the investment
income determined by generally applicable individual progressive tax rates is lower than 25 per cent., the
investor may opt to be taxed at individual progressive tax rates with respect to its investment income.

Individual investors are entitled to a saver's lump sum tax allowance (Sparer-Pauschbetrag) for investment
income of 801 Euro per year (1,602 Euro for jointly assessed husband and wife). The saver's lump sum
tax allowance is considered for purposes of the withholding tax (see the paragraph entitled Withholding
tax below) if the investor has filed a withholding tax exemption request (Freistellungsauftrag) with the
respective credit or financial service institution where the securities deposit account to which the Notes
are credited is held. The deduction of related expenses for tax purposes is not possible.

If the Notes are held as business assets (Betriebsvermögen) by an individual or corporate investor who is
tax resident in Germany (i.e., a corporation with its statutory seat or place of management in Germany),
interest income from the Notes is subject to personal income tax at individual progressive tax rates or
corporate income tax (each plus solidarity surcharge thereon) and trade tax. The trade tax liability
depends on the applicable trade tax factor of the relevant municipality where the business is located. In
case of individual investors the trade tax may, however, be partially or fully creditable against the
investor's personal income tax liability depending on the applicable trade tax factor and the investor's
particular circumstances. The interest income will have to be included in the investor's personal or
corporate income tax return. Any German withholding tax (including surcharges) is generally fully
creditable against the investor's personal or corporate income tax liability or refundable, as the case may
be.

The German Fiscal High Court held in its decision I R 12/96 as of July 10, 1996 that commitment interest
payments do not qualify as interest payments within the meaning of Section 8 No. 1 German Trade Tax
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Act as they are paid neither legally nor economically as remuneration for credit funds made available to a
borrower. The majority of German legal commentators follows this view for income tax purposes. Such
commitment interest payments should qualify as other income within the meaning of Section 22 No. 3 ITA
(Jochum in Kirchhoff/Söhn/Mellinhoff, Einkommensteuergesetz, Section 20 ITA annot. C/5 30 with further
references).

Withholding tax

If the Notes are kept or administered in a domestic securities deposit account by a German credit or
financial services institution (Kredit- oder Finanzdienstleistungsinstitut) (or by a German branch of a
foreign credit or financial services institution), or by a German securities trading business
(Wertpapierhandelsunternehmen) or a German securities trading bank (Wertpapierhandelsbank)
(altogether the "Domestic Disbursing Agent") which pays or credits the interest, a 25 per cent.
withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, resulting in a total withholding tax
charge of 26.375 per cent., is levied on the interest payments. The applicable withholding tax rate is in
excess of the aforementioned rate if church tax is collected for the individual investor. The afore-said also
applies to payments of interest under the Guarantee.

Capital gains from sale or redemption

Subject to the saver's lump sum tax-allowance for investment income described under the paragraph
entitled Interest income above, capital gains from the sale or redemption of the Notes held as private
assets are taxed at the 25 per cent. flat tax (plus a 5.5 per cent. solidarity surcharge thereon and, if
applicable to the individual investor, church tax). The capital gain is determined as the difference between
the proceeds from the sale or redemption of the Notes and the acquisition costs. Expenses directly and
factually related (unmittelbarer sachlicher Zusammenhang) to the sale or redemption are taken into
account. Otherwise, the deduction of related expenses for tax purposes is not possible. Where the Notes
are acquired and/or sold in a currency other than Euro, the acquisition costs will be converted into Euro at
the time of acquisition, the sales proceeds will be converted in Euro at the time of sale, and only the
difference will be subject to taxation.

Losses from the Notes held as private assets are tax-recognised irrespective of the holding period of the
Notes. The losses may, however, not be used to offset other income like employment or business income
but may only be offset against investment income subject to certain limitations. Losses not utilised in one
annual assessment period may be carried forward into subsequent assessment periods but may not be
carried back into preceding assessment periods.

The flat tax is generally collected by way of withholding (see the paragraph – Withholding tax below) and
the tax withheld shall generally satisfy the individual investor's tax liability with respect to the Notes. With
respect to the return filing, investors shall refer to the description under paragraph entitled Interest income
above. If the Notes are held as business assets (Betriebsvermögen) by an individual or corporate investor
that is tax resident in Germany, capital gains from the Notes are subject to personal income tax at
individual progressive tax rates or corporate income tax (plus solidarity surcharge thereon) and trade tax.
The trade tax liability depends on the applicable trade tax factor of the relevant municipality where the
business is located. In case of an individual investor the trade tax may, however, be partially or fully
creditable against the investor's personal income tax liability depending on the applicable trade tax factor
and the investor's particular circumstances. The capital gains will have to be included in the investor's
personal or corporate income tax return. Any German withholding tax (including surcharges) is generally
fully creditable against the investor's personal or corporate income tax liability or refundable, as the case
may be.

Withholding tax

If the Notes are kept or administered by a Domestic Disbursing Agent from the time of their acquisition, a
25 per cent. withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, is levied on the capital
gains, resulting in a total withholding tax charge of 26.375 per cent. If the Notes were sold or redeemed
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after being transferred to another securities deposit account, the 25 per cent. withholding tax (plus
solidarity surcharge thereon) would be levied on 30 per cent. of the proceeds from the sale or the
redemption, as the case may be, unless the investor or the previous account bank was able and allowed
to provide evidence for the investor's actual acquisition costs to the new Domestic Disbursing Agent. The
applicable withholding tax rate is in excess of the aforementioned rate if church tax applies to the
individual investor.

No withholding is generally required on capital gains derived by German resident corporate investors and
upon application by individual investors holding the Notes as business assets.

Non-German resident investors

Income derived as payment of interest under the Notes by holders who are not tax resident in Germany is
in general not subject to German income taxation, and no withholding tax shall be withheld, unless
however, (i) the Notes are held as business assets of a German permanent establishment of the investor
or by a permanent German representative of the investor, (ii) the income derived from the Notes otherwise
constitutes German source income (such as income derived from Notes that are secured by German real
estate and/or vessels subject to certain exceptions or income from the letting and leasing of certain
property located in Germany) and (iii) the income is paid by a German Disbursing Agent against
presentation of the Notes or interest coupons (so-called over-the-counter transaction).

If the income derived from the interest payments under the Notes is subject to German taxation according
to (i) to (iii) above, the income is subject to withholding tax similar to that described above under the
paragraph entitled Withholding tax above. Under certain circumstances, foreign investors may benefit
from tax reductions or tax exemptions under applicable double tax treaties
(Doppelbesteuerungsabkommen) entered into with Germany.

Inheritance and gift tax

The transfer of Notes to another person by way of gift or inheritance is subject to German gift or
inheritance tax, respectively, if inter alia

(i) the testator, the donor, the heir, the donee or any other acquirer had his residence, habitual abode or,
in case of a corporation, association of persons (Personenvereinigung) or asset pool (Vermögensmasse),
its seat or place of management in Germany at the time of the transfer of property (or such person is
otherwise subject to German taxation, see Secs. 2, 4 German Foreign Tax Act), or

(ii) except as provided under (i), the testator's or donor's Notes belong to business assets attributable to a
permanent establishment or a permanent representative in Germany. Prospective investors are urged to
consult with their tax advisor to determine the particular inheritance or gift tax consequences in light of
their particular circumstances.

Other taxes

The purchase, sale or other disposal of Notes does not give rise to capital transfer tax, value added tax,
stamp duties or similar taxes or charges in Germany. However, under certain circumstances
entrepreneurs may choose liability to value added tax with regard to the sales of Notes which would
otherwise be tax exempt. Net wealth tax (Vermögensteuer) is, at present, not levied in Germany.

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 ANNEX B

FORM OF PURCHASER REPRESENTATION LETTER FOR DEFINITIVE NOTES

[DATE]
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB United Kingdom
Attention: Transfer Unit

With a copy to:

Deutsche Bank Luxembourg S.A., as Registrar

2 Boulevard Konrad Adenauer
L-1115 Luxembourg

Re: €39,900,000 Floating Rate Notes Due 2019

Credit Linked to "CRAFT 2011-4R" Replenishable Loan Portfolio

Reference is hereby made to the Agency Agreement, dated as of December 20, 2013, between
Deutsche Bank AG Frankfurt, as issuer (the "Issuer"), the Paying Agent, the Registrar and the
Calculation Agent named therein (the "Agency Agreement"). Capitalized terms not defined in this
Certificate shall have the meanings ascribed to them in the final Offering Circular of the Issuer or
the Agency Agreement.
This letter relates to € aggregate Outstanding Principal Amount of Notes (the
"Notes"), to effect the transfer of the Notes in the form of one or more Definitive Notes to _____________
(including any account on behalf of which the undersigned is purchasing or will hold an interest in the
Notes, the "Purchaser").

In connection with such request, and in respect of such Notes, the Purchaser does hereby certify that
the Notes are being transferred (i) in accordance with the transfer restrictions set forth in the Agency
Agreement and (ii) pursuant to an exemption from registration under the United States Securities Act of
1933, as amended (the "Securities Act") and in accordance with any applicable securities laws of any
state of the United States or any other jurisdiction.

In addition, the Purchaser hereby acknowledges, represents, warrants and agrees for the benefit of
the Issuer that it is:

(PLEASE CHECK ONLY ONE)

a "qualified institutional buyer" as defined in Rule 144A under the United States Securities
Act of 1933, as amended, who is also a "qualified purchaser" as defined in Section
2(a)(51) of the Investment Company Act and is acquiring the Notes in reliance on the
exemption from Securities Act registration provided by Rule 144A thereunder;

a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act or

not a "U.S. resident" within the meaning of the Investment Company Act that is not a "U.S.
Person" as defined in Regulation S and is acquiring the Notes in an offshore transaction

B-1
 (as defined in Regulation S) in reliance on the exemption from registration provided by
Regulation S; and

The Purchaser further represents, warrants and covenants for the benefit of the Issuer as follows:

1. The Purchaser (a) is a "qualified institutional buyer", as defined in Rule 144A under the
Securities Act that is also a "qualified purchaser" (within the meaning of Section 2(a)(51)
of the Investment Company Act), that purchases an interest in the Notes for its own
account or for the account of a qualified institutional buyer that is also a qualified
purchaser, for which it is acting as an agent or fiduciary with complete and sole investment
discretion, in a transaction meeting the requirements of Rule 144A or (b) (i) is not located
in the United States, (ii) is not a U.S. Person within the meaning of Rule 902(k) of the
Securities Act, (iii) was not solicited to purchase such Notes while present in the United
States and (iv) is either (x) a "qualified purchaser" as defined in Section 2(a)(51) of
the Investment Company Act or (y) not a "U.S. resident" within the meaning of the
Investment Company Act.

2. The Purchaser shall not acquire any Notes, unless at the time of its acquisition, and
throughout the period that it holds such Note, or interest therein, (i) it is not and is not
acting on behalf of (a) an "employee benefit plan" as defined in and subject to Title I of the
U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (b) a
"plan" as defined in and subject to Section 4957 of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), or (c) an entity any assets of which constitute "plan
assets" under U.S. Department of Labor Regulation Section 2510.3-101, as modified by
Section 3(42) of ERISA, and (ii) if it is a governmental, church, non-U.S. or other plan that
is subject to any federal, state, local or Non-U.S. Law that is substantially similar to
the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding and
disposition of such note will not constitute or result in a non-exempt violation under any
such substantially similar law (any such person, a "Benefit Plan Investor"). Any purported
transfer of the Notes in violation of the requirements set forth in this paragraph shall be
null and void ab initio and the Issuer will have the right to compel any transferee acquiring
the Notes in violation of the requirements set forth in this paragraph to sell such Notes or
to sell such Notes on behalf of such transferee.

3. The Purchaser will notify the Issuer prior to purchase of any change in such information or
any change that would mean that the Purchaser could no longer make the representations
contained in Paragraphs 1 and 2 above.

4. None of the Issuer, the Placement Agents, the Paying Agent, the Registrar or any
associates or affiliates of any of them has given to the Purchaser (directly or indirectly
through any other Person) any assurance, guarantee or representation whatsoever as to
the expected or projected success, profitability, return, performance, results, effect,
consequence or benefit (including legal, regulatory, tax, financial, accounting or other
advice) of its investment hereunder.

5. None of the Issuer, the Placement Agents, the Paying Agent, the Registrar or any of
their respective affiliates is acting as a fiduciary or financial or investment adviser for the
Purchaser and the Purchaser is not relying on any written or oral advice, counsel or
representations of the Issuer, the Placement Agents or any of their respective affiliates.
The Purchaser has consulted with its own legal, regulatory, tax, business, investment,
financial, and accounting advisers to the extent it has deemed necessary, and has made
its own investment decisions based upon its own judgment and upon any advice from
such advisers as it has deemed necessary and not upon any view expressed by the
Issuer, the Placement Agents or any of their respective affiliates. The Purchaser is a

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 sophisticated investor and is purchasing the Notes with a full understanding of all of the
terms, conditions and risks thereof, and it is capable of assuming and willing to assume
those risks. In connection with the purchase of Notes, the Purchaser meets all suitability
standards imposed on it by applicable law. The Purchaser acknowledges that certain
persons or organizations associated with the Issuer will perform services on behalf of the
Issuer and will receive fees and/or compensation for performing such services. The
Purchaser understands and acknowledges that (a) the Issuer, the Placement Agents and
other DBAG Group Entities are acting in a number of capacities in connection with the
Notes, (b) each such Person may enter into business dealings from which it may derive
revenues and profits without any duty to account therefor in connection with the Notes
and (c) in pursuing its interests pursuant to other relationships and transactions, the
Issuer, the Placement Agents and other DBAG Group Entities may take actions that could
increase the probability that a Credit Event will occur or that the Holders of Notes will
suffer losses as a result of a Credit Event with respect to a Reference Obligation.

6. Unless the Purchaser is not a U.S. Person within the meaning of Rule 902(k) of the
Securities Act and is not a "U.S. resident" within the meaning of the Investment Company
Act, the Purchaser acknowledges that it is acquiring the Notes as principal for its own
account for investment and not for sale in connection with any distribution thereof. It was
not formed for the specific purpose of investing in the Notes or any other securities of the
Issuer, and has not specifically solicited additional capital or similar contributions from any
person owning a beneficial interest in it for the purpose of enabling it to purchase any
Notes. It is not a (w) corporation, (x) partnership, (y) common trust fund or (z) special
trust, pension, profit sharing or other retirement trust fund or plan in which or with respect
to which the shareholders, equity owners, partners, beneficiaries, beneficial owners or
participants, as applicable, may designate the particular investments to be made or the
allocation of any investment among such shareholders, equity owners, partners,
beneficiaries, beneficial owners or participants, and it agrees that it shall not hold the
Notes for the benefit of any other person and shall be the sole beneficial owner thereof for
all purposes (in each case except as otherwise expressly provided in this sentence) and
that it shall not sell participation interests in the Notes or enter into any other arrangement
pursuant to which any other person shall be entitled to a beneficial interest in the
distributions on the Notes unless such other person would be a permitted purchaser of
the Notes (or of a beneficial interest therein, as applicable) and complies with the
requirements of the Agency Agreement and such arrangement does not contravene any
applicable law. The Notes purchased directly or indirectly by it constitute an investment of
no more than 40% of its assets after giving effect to its purchase of Notes and/or other
securities of the Issuer. It is not an investment company that relies on the exclusion from
the definition of "investment company" provided by Section 3(c)(1) or Section 3(c)(7) of
the Investment Company Act (or a foreign investment company under Section 7(d) thereof
relying on Section 3(c)(1) or 3(c)(7) with respect to its holders that are U.S. Persons),
which was formed on or before April 30, 1996, unless it has received the consent of
its beneficial owners that acquired their interests on or before April 30, 1996, with respect
to its treatment as a qualified purchaser in the manner required by Section 2(a)(51)(C)
of the Investment Company Act and the rules and regulations thereunder. It understands
and agrees that any purported transfer of the Notes to a purchaser (including, without
limitation, the transfer of Notes to it) that does not comply with the requirements of this
paragraph or paragraph (1) above shall be null and void ab initio and the Issuer retains the
right to resell any Notes sold to any purchaser (including, without limitation, the
Purchaser).

7. The Purchaser understands and agrees that any transfer of the Notes or any interest
therein that does not comply with the requirements of the Agency Agreement and the
restrictions of the Note shall be null and void ab initio.
B-3
8. The Purchaser (a) has received, read carefully and understood the Offering Circular in its
entirety and in particular the "Risk Factors" section of the Offering Circular that describes
certain key characteristics of, and risks associated with, the Notes and has determined
that the Notes are an appropriate investment for it; (b) understands that the Placement
Agents are serving as Placement Agent in connection with the offering; and (c) has
reviewed the "Notice to Investors" and "Transfer Restrictions" sections of the Offering
Circular and acknowledges that it is an entity that is qualified to be a Purchaser of the
Notes, in accordance with the relevant exemption from registration under the Securities
Act and related transfer restrictions. The Purchaser has had access to such financial and
other information concerning the Issuer and the Notes, in each case as it deemed
necessary or appropriate in order to make an informed investment decision with respect
to its purchase of an interest in the Notes, including an opportunity to ask questions of
and request information from the Issuer, and has had the opportunity to review all publicly
available records and filings and all other documents concerning the Reference Entities
and the Reference Obligations that it considers necessary or appropriate in making an
investment decision.

9. The Purchaser understands that the minimum amount for any initial purchase or
subsequent transfer of Notes is €500,000 and integral multiples of €1 in excess thereof.

10. The Purchaser understands that prior to any proposed transfer of the Notes or any
interest therein, it may be required to furnish to the Issuer such other information as it may
reasonably require to confirm that the proposed transfer is being made in accordance with
the restrictions of the Agency Agreement and understands that each of the Issuer and its
affiliates will rely upon the accuracy and truth of the foregoing representations, and it
hereby consents to such reliance.

11. The Purchaser is aware that certain information concerning the Reference Portfolio will
only be made available to a person that has agreed with the Issuer in writing to treat
information received in such connection as confidential in such form as shall be
reasonably satisfactory to the Issuer in its sole discretion. The Purchaser is also aware
that any Noteholder or prospective Noteholder must address any question it has in the
foregoing regard to the Issuer.

12. With respect to any offer of the Notes in the United Kingdom, the Purchaser represents
that it is (A) an investment professional within the meaning of Article 19 of the Financial
Services and Markets Act 2000 ("FSMA") (Financial Promotion Order 2005 ("FPO")); (B) a
high net worth entity falling within Article 49 of the FPO; or (C) a person to whom the
communication may otherwise lawfully be made.

13. The Purchaser, and any account on behalf of which the Purchaser is purchasing an
interest in the Notes, understands and acknowledges that none of the Issuer, any other
DBAG Group Entity or any of their Affiliates make any representation or agreement as to,
or are responsible for determining, whether the DBAG Retained Amount constitutes a
material net economic interest of 5% of the nominal value of the transaction in accordance
with the requirements of Article 122a of EU Directive 2006/48/EC ("Article 122a") or
Article 17 of EU Directive 2011/61/EU ("AIFMD"). If the transaction does not comply with
the risk retention requirements of Article 122a or AIFMD, as applicable, the Notes may not
be a suitable investment for EU credit institutions and their consolidated affiliates or
managers of alternative investment funds on behalf of alternative investment funds, and
the ability of the Noteholders to sell and/or the price investors receive for the Notes in the
secondary market may be adversely affected. The Purchaser acknowledges that any
Holder or prospective Holder should seek advice as to whether an investment in the Notes
is permitted under applicable laws.

B-4
14. The Purchaser agrees to treat Notes as debt instruments not subject to the contingent
payment debt instrument rules as described in Annex A ("Certain U.S. federal Income
Tax and German Income Tax Consequences") attached to the Offering Circular, and the
Purchaser acknowledges that the Issuer will not pay any additional amounts to
compensate it for any withholding taxes in respect of payments (including amounts
attributable to original issue discount, if any) on such Notes.

15. The Purchaser hereby represents that:

(a) it is neither a "10-percent shareholder" of the Issuer nor a controlled foreign
corporation related to the Issuer within the meaning of Section 881(c)(3) of the
Internal Revenue Code of 1986, as amended;
(b) if it is not a United States person for U.S. federal income tax purposes and is a
bank, or is regulated as a bank or conducts a banking business, it represents that
(i) each payment received or to be received by it in connection with the Notes will
be effectively connected with the conduct of its trade or business in the United
States, (ii) it is the beneficial owner of each payment received or to be received by
it in connection with the Notes and each such payment will be fully eligible for the
benefits of an income tax treaty with the United States which provides for a zero
rate of withholding on interest income or amounts treated as interest income for
U.S. federal income tax purposes or (iii) no payment received or to be received by
it in connection with the Notes shall be received by it as a bank on an extension of
credit entered into in the ordinary course of its lending business; and
(c) it will give notice of any failure of a representation made by it in (a) or (b) to be
accurate and true promptly upon learning of such failure.
The Purchaser agrees that if:
a) the Issuer is required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, to make any deduction or withholding for
any tax with respect to any payment made to a non-U.S. bank under any note as
a result of a failure of any representation made in (b) above to be accurate and true
when made;
(b) the Issuer does not so deduct or withhold; and
(c) a liability resulting from such tax is assessed directly against the Issuer, then,
except to the extent the Purchaser has satisfied or then satisfies the liability
resulting from such tax in full, the Purchaser agrees to indemnify and hold
harmless, and promptly reimburse the Issuer upon its written request, for the
amount of such liability.

16. The Notes may be offered, resold, pledged or otherwise transferred only to (a) Deutsche
Bank or an affiliate of Deutsche Bank by way of tender, and only if Deutsche Bank or
such affiliate decides in its or its sole discretion to permit it, (b) a person that is both (i) a
"qualified institutional buyer" within the meaning of Rule 144A under the Securities Act
and (ii) a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment
Company Act, in a transaction meeting the requirements of Rule 144A under the
Securities Act or (c) a person that is not a "U.S. Person" (within the meaning of Regulation
S under the Securities Act) and that either is such a "qualified purchaser" or is not a "U.S.
resident" within the meaning of the Investment Company Act in an offshore transaction
meeting the requirements of Regulation S under the Securities Act. Any such transfers to
Deutsche Bank or an affiliate of Deutsche Bank by way of tender will be on such terms as
Deutsche Bank or such affiliate sets in its sole discretion based on market conditions at
the time and such other factors as it may determine.

17. Upon written request by the Issuer, the Purchaser agrees that it shall provide, or cause to
be provided, any information with respect to such Holder, including information concerning
the direct or indirect owners of such Holder, that the Issuer reasonably determines is

B-5
 necessary for the Issuer to comply with Sections 1471-1474 of the Code, any final current
or future regulations or official interpretations thereof, any agreement entered into
pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code or analogous provisions
of non-U.S. law. The failure to provide such information may result in withholding on
payments (including principal) on the Notes and may result in the forced sale of the Note
(which could be for less than fair market value).

18. By its acceptance of Notes, the Purchaser acknowledges that each of the Issuer, the
Calculation Agent, the Credit Event Monitoring Agent, the Placement Agents, the Paying
Agent and the Registrar and their respective affiliates will rely upon the accuracy and truth
of the foregoing acknowledgements, representations and agreements, and it hereby
consents to such reliance and agrees that, if any of the acknowledgments, representations
or warranties made herein or deemed to have been made by it in its purchase of such
Notes are no longer accurate, it shall promptly notify Deutsche Bank.

B-6
Name of Purchaser:
Dated:

By:
Name:
Title:

Outstanding principal amount of the Notes: €

Taxpayer identification number:

Address for notices:

Telephone:
Facsimile:
Attention:

Wire transfer information for payments:

Bank:
Address:
Bank ABA#:
Account #:
FAO:
Attention:

Denomination of certificates (if more than one):

Registered name:

B-7
 APPENDIX I

FORM OF NOTIONAL CDS CONFIRMATION

App. I-E-8
Date: [_], 2013

To:

Attention:

Telephone:

Fax No.:

cc: Deutsche Bank AG Frankfurt

Taunusanlage 12
Frankfurt am Main
Germany

Attention: Christian Kuenzle/Karin Lehnert

Telephone: +49 (69) 910 34819/ 42298

Fax No.: +49 (69) 910 348329

Re: Credit Derivative Transaction—CRAFT 2011-4R

The purpose of this letter (this "Confirmation") is to confirm the terms and conditions of the Credit
Derivative Transaction entered into between Deutsche Bank AG Frankfurt ("Party A") and [_], on behalf
and for the account of CRAFT Series Segregated Portfolio ("Party B") on the Trade Date specified below
(the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master
Agreement specified below.

The definitions and provisions contained in the 2003 ISDA Credit Derivatives Definitions, as
supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions, each as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"), and as modified as set
forth herein (collectively, the "Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the provisions of this Confirmation and the Definitions or the Agreement, this
Confirmation shall prevail for the purpose of the Transaction.

Capitalized terms used herein and not expressly defined in the body of this Confirmation shall have the
meanings assigned to such terms in the Offering Circular dated as of even date herewith with respect to
Deutsche Bank Aktiengesellschaft EUR 39,900,000 Floating Rate Notes Due 2019, Credit Linked to
"CRAFT 2011-4R" Replenishable Loan Portfolio (the "Offering Circular"). In the event of any
conflict between this Confirmation and the Offering Circular or any other document or
instrument setting forth the terms of the Notes, the terms of this Confirmation shall prevail.

The parties hereto are deemed to have entered into as of the date hereof, and this Confirmation
supplements, forms part of, and is subject to, the ISDA Master Agreement (1992 version, Multicurrency
Cross Border) (the "Agreement"), between Party A and Party B with New York as the Governing Law.

1
All provisions contained in the Agreement shall govern this Confirmation except as expressly modified
below.

The parties agree and acknowledge that the Transaction to which this Confirmation relates contemplates
that there may be more than one Credit Event and accordingly more than one Cash Settlement Amount
and more than one Cash Settlement Date and that the Definitions shall, for the purposes of this
Confirmation, be interpreted accordingly.

The parties agree that neither the 2009 ISDA Credit Derivatives Determinations Committees and Auction
Settlement Supplement nor the 2009 ISDA Credit Derivatives Determinations Committees, Auction
Settlement and Restructuring Supplement, each as published by ISDA, shall apply to the Transaction and,
if both parties have adhered to the 2009 ISDA Credit Derivatives Determinations Committees and
Auction Settlement CDS Protocol ("March 2009 Protocol") and/or the 2009 ISDA Credit Derivatives
Determinations Committees, Auction Settlement and Restructuring CDS Protocol ("July 2009
Protocol"), each as published by ISDA, the parties agree that the Transaction shall be a Party Agreed
Excluded Transaction (as defined in the March 2009 Protocol or the July 2009 Protocol, as the case may
be).

The terms of the Transaction to which this Confirmation relates are as follows:

1. General Terms:

Initial Portfolio EUR 600,000,000

Notional Amount:

Initial Credit Default Swap EUR 39,900,000

Notional Amount:

Trade Date: December 19, 2013

Relevant Date: (a) With respect to any Reference Obligation comprising the
Reference Portfolio on the Effective Date, the "Relevant Date" as
stated on the Reference Obligation List on the Effective Date; or

(b) with respect to any Reference Obligation added to the

Reference Portfolio (or whose Reference Obligation Notional
Amount was increased) thereafter, either (i) pursuant to Clause 6
below, the relevant Replenishment Date or Reset Date or
(ii) pursuant to clause (x) of the provisions set forth in Schedule D
hereto under which the Replenishment Conditions are made
inapplicable, the date of election specified pursuant to such
clause (x).

Effective Date: December 19, 2013

Scheduled Termination The Payment Date falling in October 2017.

Date:

Payment Date: The 22nd day of January, April, July and October of each year,
commencing on January 22, 2014, except that "Payment Date"
shall include an Early Redemption Date designated by Party

2
 A as such in accordance with the definition of Early
Redemption Date (as such term is defined in the Offering
Circular).

Final Redemption Date: The earliest of (i) the Scheduled Termination Date (ii) the Optional
Termination Date and (iii) the Early Redemption Date (as such
term is defined in the Offering Circular; provided that the term
"Early Redemption Date," as used in this Confirmation, shall not
include an Optional Termination Date).

Termination Date: Notwithstanding anything to the contrary in the Definitions, the

Final Redemption Date; provided, however, that if on such date the
Deferred Principal Adjustment Amount is greater than zero or
there are Defaulted Reference Obligations for which a Recovery
Amount has not been determined exist, the Termination Date shall
be the earlier of (a) the Payment Date immediately following the
last Recovery Certification Date on which the Calculation Agent
determines the Recovery Amount with respect to such Defaulted
Reference Obligations and Impaired Reference Obligations, and
(b) the Legal Maturity Date.

Optional Termination Date: If a Regulatory Event occurs (as defined in Clause 7 below), then
Party A will have the right, by written notice to Party B, to
designate any Payment Date occurring not less than 10 Business
Days after the date such notice is effective as the Optional
Termination Date hereunder, and any such designation shall be
binding upon Party A and Party B and result in the termination of
the Transaction in whole on such Payment Date.

Legal Maturity Date: The Payment Date falling in October 2019

Floating Rate Payer: Party B (the "Seller")

Fixed Rate Payer: Party A (the "Buyer")

Originator: Deutsche Bank AG ("DBAG") and/or any of its Affiliates

(collectively, "DBAG Group")

DBAG Group Entity: Any entity within the DBAG Group

Servicer: The person responsible for the administration, collection and

enforcement of each Reference Obligation (in the case of any
DBAG Group Entity or any person appointed at the initiative of
any such DBAG Group Entity, a "DB Servicer"; in the case of any
third party agent bank not so appointed, an "Agent Bank").

Calculation Agent: Deutsche Bank AG London

Credit Event Monitoring Deutsche Bank AG Frankfurt

Agent:

3
Calculation Agent City: London

Business Days: New York, Frankfurt, TARGET and London.

Business Day Convention: Following, which shall apply to any date referred to in this
Confirmation that falls on a day that is not a Business Day.

Reference Entity: On any date, in respect of any Reference Obligation, any obligor in
respect thereof (each, a "Reference Obligor") or, in respect of any
Reference Obligation that is subject to a guarantee, any guarantor
in respect thereof (each, a "Reference Obligation Guarantor"),
in each case as shown in the books and records of the Originator,
and listed with a "Reference Entity Identifier" in the .xls file
attached as Schedule A-1 hereto, as such Schedule A-1 may be
amended by the Calculation Agent from time to time in
accordance with the terms set forth herein, including the terms set
forth in Schedule B-1 hereto (the "Reference Obligation List").
In addition, the Calculation Agent will update the Reference
Obligation List for any change in the Reference Obligation Due
Date or maturity date of a Reference Obligation as contemplated
by the second paragraph of the definition of "Reference Portfolio"
and will deliver to each of Buyer, the Credit Event Monitoring
Agent and Seller a copy of such updated Reference Obligation List
after the preparation thereof.

If and when a Replenishment Date occurs during the

Replenishment Period, then within fifteen Business Days after
such Replenishment Date, or if no Replenishment Date has
occurred within thirty (30) calendar days after the delivery of the
last Reference Obligation List, then on such 30th calendar day, the
Calculation Agent will deliver to each of the Buyer, the Credit
Event Monitoring Agent and the Seller a copy of the Reference
Obligation List containing information regarding the Reference
Portfolio as at the latest Replenishment Date or other applicable
date (or, in the case of the first Reference Obligation List so
delivered after the Effective Date, since the Effective Date). Each
day on which a Reference Obligation List is delivered hereunder
shall be a "Reference Obligation List Delivery Date".

Requirements for Each Reference Obligation and the related Reference Entity must
Individual Reference satisfy the applicable criteria (collectively, the "Reference
Obligations and Reference Obligation Eligibility Criteria") set forth in Schedule C hereto,
Entities: on the Eligibility Test Date for each such Reference Obligation.

Successor: Section 2.1 of the Definitions is hereby modified by deleting the

words "or a New Credit Derivative Transaction as determined
pursuant to such Section 2.2" at the end thereof. Section 2.2 of the
Definitions is hereby modified to read as follows:

"Section 2.2. Successor. "Successor" means in relation to a

Reference Entity a direct or indirect successor to such Reference

4
 Entity that assumes liability in respect of any relevant Reference
Obligation by way of merger, consolidation, amalgamation,
transfer or otherwise, whether by operation of law or pursuant to
any agreement, as determined by the Calculation Agent (after
consultation with Buyer and Seller)."

Reference Entity Group: In respect of any Reference Entity, such Reference Entity and any
other debtor forming a unit with such Reference Entity (as
determined in good faith by Buyer), meaning that one has (directly
or indirectly) controlling influence on the other, can exert such
controlling influence, or in the absence of such influence may be
seen as one unit in terms of risk, or if one of such debtors
experiences financial difficulties, such condition may lead the
Reference Entity also to experience financial difficulties. Each
Reference Entity Group will be identified by a Reference Entity
Group Identifier in the Reference Obligation List.

Reference Portfolio: The Reference Portfolio will consist of the obligations listed as
such in the Reference Obligation List in relation to Reference
Entities (such obligations, the "Reference Obligations"), which
are held by or for the benefit of any DBAG Group Entity,
representing certain claims, including partial claims and contingent
claims in respect of principal, interest and fees (if any) arising
from certain loans (including syndicated loans), revolving credit
facilities and other payment claims arising from certain guarantees
(including letters of credit) to corporate entities, including
financial institutions, and certain other entities.

A Reference Obligation will, unless earlier removed (or subject to

the reduction of its Reference Obligation Notional Amount)
pursuant to a Reduction as set forth in Clause 6 or pursuant to the
occurrence of an Event Determination Date, remain in the
Reference Portfolio until the related Reference Obligation Due
Date. For any Reference Obligation, the earlier of (x) the
Scheduled Termination Date and (y) (i) unless its maturity date
shall have been extended pursuant to a restructuring, extension or
refinancing and Buyer shall have notified Seller, the Calculation
Agent and the Credit Event Monitoring Agent in writing of
Buyer's election to make applicable the maturity date as so
extended, its original maturity date or (ii) if its maturity date shall
have been so extended and Buyer shall have notified Seller, the
Calculation Agent and the Credit Event Monitoring Agent in
writing of Buyer's election to make applicable the maturity date as
so extended, its maturity date as so extended or otherwise agreed
pursuant to such restructuring, extension or refinancing shall be
the "Reference Obligation Due Date" for such Reference
Obligation; provided that for a Reference Obligation consisting of
a portion of an underlying claim, the Reference Obligation Due
Date of such Reference Obligation shall be the remaining term to
maturity of such portion. A Reference Obligation in respect of
which the maturity date has been extended pursuant to the exercise

5
 of an option given to the borrower to extend the maturity of the
credit facility at the initial maturity for an additional period of time
established at the initial loan closing date (such later date, the
"Term Out Maturity Date") will, unless earlier so removed,
remain in the Reference Portfolio until the Term Out Maturity
Date even if such Reference Obligation is governed by new loan
documents, and such Term Out Maturity Date shall become the
Reference Obligation Due Date for the relevant Reference
Obligation; provided, however, that if the original maturity date of
any Reference Obligation is extended (pursuant to clause (y)(ii)
above or pursuant to the exercise of an option to extend the
maturity date of such Reference Obligation to its Term Out
Maturity Date) to a date later than the Scheduled Termination
Date, then the Reference Obligation Due Date shall be deemed to
be the Scheduled Termination Date.

A Defaulted Reference Obligation will be removed from the

portion of the Reference Obligation List evidencing the Reference
Portfolio upon the occurrence of the Event Determination Date in
respect thereof.

2. Fixed Payments:

Fixed Payment Obligations: By 10:00 a.m. London time on each Fixed Rate Payer Payment
Date, the Fixed Rate Payer shall pay the Fixed Amount to the
Floating Rate Payer for the related Fixed Rate Payer Calculation
Period.

Fixed Rate Payer Each period from and including one Payment Date to but
Calculation excluding the following Payment Date; provided that:
Period:

(a) the initial Fixed Rate Payer Calculation Period will commence
on and include the Effective Date; and

(b) the final Fixed Rate Payer Calculation Period will end on and
exclude the Termination Date.

Fixed Rate Payer Payment Each Payment Date.

Dates:

Fixed Amount: For any Fixed Rate Payer Payment Date to and including the Final
Redemption Date, 95% of an amount equal to the positive excess
of:

(a) the product of (i) an amount equal to (A) for the initial Fixed
Rate Payer Payment Date, the Initial Portfolio Notional Amount
and (B) for any other Fixed Rate Payer Payment Date, the
Portfolio Notional Amount as of the immediately preceding Fixed

6
Rate Payer Payment Date (which calculation shall exclude all
reductions to the Portfolio Notional Amount of the Impaired
Notional Amounts of Impaired Reference Obligations), (ii) the
Fixed Rate and (iii) the Fixed Rate Day Count Fraction; and for
any date thereafter, zero; over

(b) the sum of (i) the Unfunded CDS Cost Amount plus (ii) the
Replenishment Shortfall Premium Adjustment Amount plus (iii)
the Assumed Overhead Amount.

For purposes of the foregoing:

"Assumed Overhead Amount" means, in respect of any Fixed

Rate Payer Payment Date, an amount equal to the sum of (i) the
product of U.S.$200,000 and the Fixed Rate Day Count Fraction
and (ii) the sum of the products of 0.02%, the Portfolio Notional
Amount as of the immediately preceding Fixed Rate Payment Date
(or, in respect of the first Fixed Rate Payment Date, as of the
Effective Date) and the Fixed Rate Day Count Fraction.

"Average Designated Reference Obligation Shortfall Amount"

means, on any date of determination, the average Designated
Reference Obligation Shortfall Amount, calculated by reference to
the Designated Reference Obligation Shortfall Amount determined
as of each Replenishment Date during the applicable Fixed Rate
Payer Calculation Period.

"Cumulative Net Loss Amount" means, on any date of

determination, the aggregate of the Net Loss Calculation Amounts
as of such date of determination.

"Fixed Rate" means 1.42% per annum.

"Initial Unfunded Notional Amount" means EUR 558,000,000.

"Reduction Amount" means, on any date of determination, an

amount equal to the excess, if any, of the aggregate of the
Reference Obligation Notional Amounts subject to Reductions
from and including the Effective Date to and including such date
of determination over the aggregate of the Reference Obligation
Notional Amounts of the Reference Obligations added to the
Reference Portfolio for the period from and including the Effective
Date to and including such date of determination.

"Replenishment Shortfall Premium Adjustment Amount"

means, for any Fixed Rate Payer Payment Date, an amount equal
to: (i) if the Average Designated Reference Obligation Shortfall
Amount for such Fixed Rate Payer Calculation Period is greater
than zero, the product of (a) such Average Designated Reference
Obligation Shortfall Amount, (b) 25%, (c) the Fixed Rate and (d)
the Fixed Rate Day Count Fraction, or (ii) if the Average

7
 Designated Reference Obligation Shortfall Amount is zero or
negative, zero; provided, that if a Hedging Event has occurred and
is continuing, the Replenishment Shortfall Premium Adjustment
Amount shall be deemed to be zero for the duration of such
Hedging Event.

"Threshold Amount" means EUR 42,000,000.

"Unfunded CDS Cost Amount" means, for any Fixed Rate Payer
Payment Date, an amount equal to the product of: (a) the
Unfunded Notional Amount as of the immediately preceding Fixed
Rate Payer Payment Date (or, in respect of the first Fixed Rate
Payer Payment Date, as of the Effective Date), (b) the Unfunded
Cost and (c) the Fixed Rate Day Count Fraction.

"Unfunded Cost" means 0.65%.

"Unfunded Notional Amount" means, on any date of

determination, an amount equal to (a) the Initial Unfunded
Notional Amount minus (b) the excess, if any, of the Cumulative
Net Loss Amount over the Threshold Amount minus (c) the
Reduction Amount.

Fixed Rate Day Count Actual/360

Fraction:

3. Floating Payments:

Floating Payments from Subject to Section 2(c) of the Agreement, on any Cash Settlement
Seller to Buyer: Date, Seller will pay Buyer an amount equal to the lesser of:

(a) the Credit Default Swap Notional Amount on such Cash

Settlement Date (including, for the avoidance of doubt, any
increase therein that is attributable to Floating Payments
from Buyer to Seller that become due and payable on such
Cash Settlement Date), and

(b) the aggregate of all Loss Determination Amounts and

Seller Adjustment Payments determined since the
immediately preceding Cash Settlement Date (or, in the case
of the first Cash Settlement Date, since the Effective Date).

Floating Payments from Subject to Section 2(c) of the Agreement, on any Cash Settlement
Buyer to Seller: Date or Recovery Amount Payment Date, Buyer will pay Seller an
amount equal to the greater of:

(a) the difference of (i) the aggregate of all Recovery

Determination Amounts and Buyer Adjustment Payments as
determined after the immediately preceding Cash Settlement
Date or Recovery Amount Payment Date, less (ii) the greater
of (1) the difference of (A) the aggregate of all Net Loss

8
 Determination Amounts and Seller Adjustment Payments
from and including the Effective Date to and including the
immediately preceding Cash Settlement Date or Recovery
Amount Payment Date, less (B) the Initial Credit Default
Swap Notional Amount and (2) zero, and

(b) zero;

provided that the aggregate amount of Floating Payments from

Buyer to Seller shall not exceed the aggregate of the Defaulted
Notional Amounts for all Defaulted Reference Obligations for
which Recovery Determination Amounts have been determined.

Loss Calculation Amount: With respect to a Defaulted Reference Obligation on any date of
determination, an amount equal to the Defaulted Notional Amount
thereof; it being understood that any increase in the Defaulted
Notional Amount after the Event Determination Date shall result
in the determination of a Loss Calculation Amount equal to the
amount of such increase.

Loss Determination 95% of the Loss Calculation Amount.

Amount:

Conditions to Settlement: Credit Event Notice.

Notifying Party: Buyer

Credit Event Notice: Section 3.3 of the Definitions is hereby modified to read as
follows:

"Section 3.3. Credit Event Notice. "Credit Event Notice" means

an irrevocable notice from a Notifying Party or by the Credit Event
Monitoring Agent to the Calculation Agent and the Paying Agents
and that describes a Credit Event that has not been remedied or
waived as of the date of such Credit Event Notice and occurred at
or after 12:01 a.m., Greenwich Mean Time, on the Effective Date
at or prior to 11:59 p.m. Greenwich Mean Time, on the later of:

(a) the earliest to occur of the dates specified in (i), (ii) and (iii) of
the definition of "Final Redemption Date"; and

(b) the Grace Period Extension Date if:

(i) Grace Period Extension is specified as applicable in the

related Confirmation;

(ii) the Credit Event that is the subject of the Credit Event
Notice is a Failure to Pay that occurs after the Final
Redemption Date; and

9
 (iii) the Potential Failure to Pay with respect to such Failure
to Pay occurs at or prior to 11:59 p.m., Greenwich Mean
Time, on the Final Redemption Date.

A Credit Event Notice must (i) contain a description in reasonable

detail of the facts relevant to the determination that a Credit Event
has occurred and (ii) specify the date on which the Credit Event
occurred and the Reference Obligation in respect of which such
Credit Event occurred. A Credit Event Notice may be delivered
between 9:00 a.m. and 4:00 p.m. (Frankfurt time) on any Business
Day. If a Credit Event Notice is delivered after 4:00 p.m.
(Frankfurt time) on a Business Day or on a day which is not a
Business Day, such Credit Event Notice shall be deemed delivered
on the immediately following Business Day."

Section 1.8 of the Definitions is hereby modified to read as

follows:

"Section 1.8. Event Determination Date. "Event Determination

Date" means (in relation to a Credit Event) the date on which the
Credit Event Notice is delivered (or deemed delivered) to the
Calculation Agent and the Paying Agents."

For the avoidance of doubt, the parties agree that the Conditions to
Settlement may be satisfied more than once under this Transaction,
but only once with respect to any Reference Obligation; it being
understood, however, that the satisfaction of the Conditions to
Settlement may give rise to more than one determination of the
Loss Determination Amount and consequently to more than one
Floating Payment from Seller to Buyer.

Impairment Notice: An irrevocable notice by the Credit Event Monitoring Agent to

Party B on or prior to the Business Day immediately preceding any
Final Redemption Date that a Potential Failure to Pay has occurred
and has neither been Cured nor become a Failure to Pay Credit
Event nor is capable of becoming a Failure to Pay Credit Event on
or prior to such Final Redemption Date. An Impairment Notice
must (i) contain a description in reasonable detail of the facts
relevant to the determination that a Potential Failure to Pay has
occurred that cannot become a Failure to Pay Credit Event on or
prior to such Final Redemption Date and (ii) specify the date on
which the Potential Failure to Pay occurred and the Reference
Obligation in respect of which such Potential Failure to Pay
occurred. An Impairment Notice may be delivered between 9:00
a.m. and 4:00 p.m. (Frankfurt time) on any Business Day
occurring less than 90 calendar days prior to any Final Redemption
Date. If an Impairment Notice is delivered after 4:00 p.m.
(Frankfurt time) on a Business Day or on a day which is not a
Business Day, such Impairment Notice shall be deemed delivered
on the immediately following Business Day. Delivery of an
Impairment Notice shall not be construed to be a Condition to

10
 Settlement.

Additional Condition to Notwithstanding anything to the contrary in Section 3.2 of the

Settlement: Definitions:

In respect of each Defaulted Reference Obligation, the Credit

Event Monitoring Agent shall cause the Accountant to deliver to
the Calculation Agent, Buyer and Seller an irrevocable notice,
which shall be subject to the assumptions, qualifications and
limitations set forth therein (the "Notice of Accountant
Certification") containing a certification, upon completion of the
procedures to be carried out by the Accountant pursuant to the
Accountant's Letter (the "Agreed Upon Procedures") in respect
of the relevant Defaulted Reference Obligation, (a) confirming that
such Defaulted Reference Obligation satisfied those Reference
Obligation Eligibility Criteria set out in a letter agreement between
the Accountant and Party A (the "Accountant's Letter") as to be
verified by the Accountant on the applicable Eligibility Test Date
and, if added to the Reference Portfolio pursuant to a
Replenishment, did not (taken together with any other Reference
Obligation added to the Reference Portfolio on the same
Replenishment Date) contravene the Replenishment Conditions set
out in the Accountant's Letter as to be verified by the Accountant
on the related Replenishment Date, (b) confirming that the Credit
Event identified in the Credit Event Notice occurred (based, in the
absence of publicly available information to such effect, upon a
certificate of a vice president or officer of comparable authority of
the relevant DB Servicer) and (c) verifying the computation of the
relevant Loss Determination Amount. The Notice of Accountant
Certification Condition to Settlement is satisfied by receipt of such
Notice of Accountant Certification by Seller. All Defaulted
Reference Obligations of any Reference Entity may be identified
(and computational verification for all such Defaulted Reference
Obligations set forth) in a single Notice of Accountant
Certification relating to such Reference Entity.

The Notice of Accountant Certification delivered to the

Calculation Agent, Buyer and Seller shall be conclusive and
binding for all purposes, absent manifest error.

Accountant: PricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst &

Young, KPMG, or any other firm of independent accountants of
internationally recognized standing as may be appointed by the
Calculation Agent from time to time with the consent of the
Designated Holder (such consent not to be unreasonably withheld).

Credit Events: The following Credit Events shall apply to this Transaction:

Bankruptcy

11
Failure to Pay

Grace Period Extension: Applicable.

Payment Requirement: The lesser of EUR 10,000 and the

putative Defaulted Notional Amount on the date of the
relevant Failure to Pay (or in respect of a Reference
Obligation denominated in a currency other than EUR, such
amount converted into the currency of denomination of the
relevant Reference Obligation at the Relevant FX Rate as of
the immediately preceding Reset Date in respect of such
Reference Obligation (or, if no such Reset Date has occurred
prior to the date of the relevant Failure to Pay, as of the
immediately preceding Relevant Date for such Reference
Obligation)).

Section 1.12(a)(iii) of the Definitions is hereby modified to

read as follows:

"if, at the later of the Trade Date (in relation to any

Reference Obligation comprising the original Reference
Portfolio), the relevant Replenishment Date (in relation to
any Reference Obligation added to the Reference Portfolio
pursuant to a Replenishment), the Relevant Date (in relation
to any Reference Obligation added to the Reference Portfolio
pursuant to clause (x) of the provisions set forth in
Schedule D to the Confirmation dated [_], 2013 under which
the Replenishment Conditions are made inapplicable), or the
date as of which an Obligation is issued or incurred, as
applicable, no grace period with respect to payments or a
grace period with respect to payments of less than three
Grace Period Business Days is applicable under the terms of
such Obligation, a Grace Period of three Grace Period
Business Days shall be deemed to apply to such Obligation;
provided that, unless Grace Period Extension is specified as
applicable in the related Confirmation, such deemed Grace
Period shall expire no later than the Scheduled Termination
Date."

Section 4.5 of the Definitions is hereby modified to read as

follows:

"Section 4.5. Failure to Pay. "Failure to Pay" means the

failure by a Reference Entity (after the expiration of the
longer of (x) any applicable Grace Period (after the
satisfaction of any conditions precedent to the
commencement of such Grace Period) and (y) 14 calendar
days) to make, when and where due, any payments in respect
of interest, fees (in respect of commitments to make
advances, issue letters of credit or otherwise to provide credit
services, however described, under revolving credit facilities

12
 or other similar credit agreements, but excluding
arrangement fees or other similar fees not directly related to
the availability or extension of credit or credit related
services) or principal under a Reference Obligation in
accordance with the terms of such Reference Obligation at
the time of such failure in an aggregate amount of not less
than the Payment Requirement."

Obligation(s): Reference Obligations Only.

Reference Obligation With respect to each Reference Obligation, the EUR amount set
Notional Amount: forth as such in the Reference Obligation List.

The Reference Obligation Notional Amount of a Reference

Obligation may be reduced as a result of a Reduction as described
herein.

Portfolio Notional Amount: On any date of determination:

(a) the aggregate of the Reference Obligation Notional Amounts of

all Reference Obligations (including Impaired Reference
Obligations) comprising the Reference Portfolio on such date,

minus

(b) the aggregate of the Impaired Notional Amounts of all

Impaired Reference Obligations comprising the Reference
Portfolio on such date,

plus

(c) the aggregate of the Guarantee Undrawn Amounts on such

date.

Impaired Reference A Reference Obligation with respect to which an Impairment

Obligation: Notice has been duly delivered by Buyer but which has not
become a Defaulted Reference Obligation.

Defaulted Reference A Reference Obligation with respect to which an Event

Obligation: Determination Date has occurred.

A Defaulted Reference Obligation will be removed from the

portion of the Reference Obligation List evidencing the Reference
Portfolio upon the occurrence of the Event Determination Date in
respect thereof.

Liquidated Reference A Defaulted Reference Obligation with respect to which a

Obligation: Recovery Amount has been determined.

On any date, upon a determination of a Recovery Amount for any

Defaulted Reference Obligation, on such date the Calculation

13
 Agent shall amend the Reference Obligation List accordingly to
indicate such Defaulted Reference Obligation becoming a
Liquidated Reference Obligation.

Maximum Portfolio On any date of determination, an amount equal to the sum of:
Notional Amount: (i) the Initial Portfolio Notional Amount, minus (ii) an amount
equal to the aggregate of the Net Loss Calculation Amounts of all
Defaulted Reference Obligations as of such date, minus (iii) the
aggregate of the Impaired Notional Amounts of all Impaired
Reference Obligations in the Reference Portfolio on such date,
plus (iv) solely with respect to each Defaulted Reference
Obligation for which a Recovery Determination Date has yet to
occur, an amount equal to the lesser of (a) 50% of the aggregate of
the Defaulted Notional Amounts of such Defaulted Reference
Obligations and (b) 50% of the aggregate Floating Payments paid
to Buyer by Seller in respect of the applicable Defaulted Reference
Obligations described above in this clause (iv).

Net Loss Calculation On any date of determination with respect to a Defaulted

Amount: Reference Obligation, the Defaulted Notional Amount and, if a
Recovery Amount has been determined in respect thereof, minus
such Recovery Amount, in each case as of such date.

Net Loss Determination 95% of the Net Loss Calculation Amount.

Amount:

Guarantee Undrawn With respect to each Impaired Reference Obligation or Defaulted

Amount: Reference Obligation, on any date of determination, the lesser of
(a) the aggregate amount remaining undrawn under Guarantees
that remains capable of being drawn (and of giving rise to a
Guarantee Reimbursement Obligation comprising such Impaired
Reference Obligation or Defaulted Reference Obligation) on or
after such date of determination notwithstanding the occurrence of
a Potential Failure to Pay or a Credit Event, as applicable, in
relation to such Reference Obligation, in accordance with the
terms of such Guarantees and (b) the greater of (i) (x) the
Reference Obligation Notional Amount thereof on the date on
which the relevant Potential Failure to Pay arose (in the case of an
Impaired Reference Obligation) or on the Event Determination
Date (in the case of a Defaulted Reference Obligation) minus
(y) the Impaired Notional Amount or Defaulted Notional Amount
thereof, as applicable, and (ii) zero.

Guarantee: With respect to any Reference Entity, a letter of credit, bank

guarantee, contingent guarantee or other instrument providing for
credit enhancement in favor of (or capable of being drawn by) a
party other than such Reference Entity. For the avoidance of
doubt, a letter of credit, guarantee or similar sublimit under a loan
facility will be considered a Guarantee for purposes of this
definition.

14
Guarantee Reimbursement
Obligation:
Effect of Cure of Potential
Failure to Pay:
Cured:
Impaired Notional Amount:
An obligation owed by a Reference Entity to reimburse or
indemnify the relevant DBAG Group Entity or any other creditor
under the relevant Reference Obligation arising out of a drawing
under a Guarantee.
If an Impairment Notice is delivered and the related Potential
Failure to Pay is Cured, then the Impairment Notice delivered in
relation thereto shall, with effect from the Payment Date
immediately following the day on which Buyer determines that
such Potential Failure to Pay was Cured, be deemed to be
rescinded and shall have no effect, and each Impaired Reference
Obligation that was the subject of such Impairment Notice shall
remain in the Reference Portfolio. Buyer shall provide notice to
Seller in writing promptly after it knows of any such Cure.
With respect to a Potential Failure to Pay, the indefeasible
payment in full by any Reference Obligor, any Reference
Obligation Guarantor or otherwise (but, for the avoidance of
doubt, excluding any payment made by any "Seller" (as defined in
any Relevant Definitions) under a "Credit Derivative Transaction"
(as so defined) other than the transaction evidenced by this
Confirmation) of the amount of the obligation that was the subject
of such Potential Failure to Pay (together with any contractual
interest on past due amounts), prior to the end of the Notice
Delivery Period. None of (a) a reduction in the rate or amount of
interest payable or the amount of scheduled interest accruals; (b) a
reduction in the amount of principal or premium payable at
maturity or at scheduled redemption dates; and (c) a postponement
or other deferral of a date or dates for either (i) the payment or
accrual of interest or (ii) the payment of principal or premium shall
in any event result, in and of itself, in a Potential Failure to Pay
being Cured.
With respect to an Impaired Reference Obligation on any date of
determination, the lesser of:
(a) the Reference Obligation Notional Amount thereof on the
date the relevant Potential Failure to Pay occurred, and
(b) the aggregate drawn amount of the Reference Obligation
to which all relevant DBAG Group Entities are exposed
(without regard to whether Buyer is one of such relevant
DBAG Group Entities) on the date the relevant Potential
Failure to Pay occurred plus, in the case of a Reference
Obligation or any portion thereof comprising one or more
Guarantee Reimbursement Obligations, the aggregate
amount of Guarantee Reimbursement Obligations arising out
of drawings made under Guarantees after the date the
relevant Potential Failure to Pay arose and on or prior to
such date of determination, in each case determined from
DBAG's books and records for financial and regulatory
15
 reporting purposes and in each case converted by the
Calculation Agent, if applicable, from the denomination
currency into EUR at the Relevant FX Rate on the date the
relevant Potential Failure to Pay occurred, as stated in or
pursuant to the applicable Impairment Notice. With respect
to an Impaired Reference Obligation for which the related
payment claim is not denominated in EUR, the Impaired
Notional Amount, once determined, will not be subject to
change based on subsequent changes in the Relevant FX
Rate.

Defaulted Notional With respect to a Defaulted Reference Obligation on any date of

Amount: determination, an amount equal to the lesser of:

(a) the Reference Obligation Notional Amount thereof on the

Event Determination Date, and

(b) an amount equal to the aggregate drawn amount of the

Reference Obligation to which all relevant DBAG Group
Entities are exposed (without regard to whether Buyer is one
of such relevant DBAG Group Entities) on the relevant
Event Determination Date plus, in the case of a Reference
Obligation or any portion thereof comprising one or more
Guarantee Reimbursement Obligations, the aggregate
amount of Guarantee Reimbursement Obligations arising out
of drawings made under Guarantees after the Event
Determination Date and on or prior to such date of
determination, in each case determined from DBAG's books
and records for financial and regulatory reporting purposes
and in each case converted by the Calculation Agent, if
applicable, from the denomination currency into EUR at the
Relevant FX Rate, on the relevant Event Determination Date
as stated in or pursuant to the applicable Credit Event
Notice. With respect to a Defaulted Reference Obligation
for which all or part of the related payment claim is not
denominated in EUR, the Defaulted Notional Amount, once
determined, will not be subject to change based on
subsequent changes in the Relevant FX Rate.

4. Settlement Terms:

Settlement Method: Cash Settlement, as set forth in Clause 3 and this Clause 4.

Terms relating to Cash

Settlement:

Cash Settlement Amount: The Loss Determination Amount

Cash Settlement Date: With respect to any one or more Reference Obligations, the Fixed
Rate Payer Payment Date on or immediately following the day on

16
 which the Additional Condition to Settlement has been satisfied.

Settlement Currency: EUR

5. Actual Recoveries and Settlement with Respect to Recovery Amounts:

Actual Recoveries: For each Defaulted Reference Obligation, the amount recovered
and applied to extinguish claims in respect of principal or interest
upon a work-out of such Reference Obligation (including, where
the relevant DB Servicer determines to effect a sale of such
Reference Obligation pursuant to a sale of the interest of the
relevant DBAG Group Entity in such Reference Obligation in
accordance with its applicable credit and collection policies and
applicable law), it being understood that any amount due in respect
of principal or interest that is forgone as part of the work-out
process by or on behalf of the relevant DB Servicer in relation to a
restructured Defaulted Reference Obligation does not constitute a
recovery. All work-out processes will be conducted by the
relevant DB Servicer and, with respect to any DB Servicer, in
accordance with its servicing practices prevailing from time to
time and this Confirmation and shall be deemed to continue until
the date on which either (a) any relevant DBAG Group Entity (if
any such entity is the holder of the relevant Reference Obligation)
shall have consummated the sale of such Reference Obligation or
determined in accordance with such servicing practices and this
Confirmation that such Reference Obligation shall be written off
(as reflected in the relevant DBAG Entity's books and records) or
(b) the formal work-out process shall have been terminated
(including, without limitation, the date on which the related
Reference Entity ceases to be subject to any bankruptcy,
insolvency or similar proceedings) (such date, as determined by
the Calculation Agent, the "Recovery Determination Date").

In connection with the foregoing work-out processes, the

Designated Holder shall have the right, upon 14 Business Days
prior written notice to Buyer, to require that the Buyer cause the
Sale Procedures be applied on a Requested Sale Date to any
Defaulted Reference Obligation for which a Recovery
Determination Date has not occurred; provided, if no firm bids are
received by application of the Sale Procedures, the Buyer shall
have no obligation to cause a sale of the related Defaulted
Reference Obligation. For purposes of the foregoing, a
"Requested Sale Date" means, with respect to any Defaulted
Reference Obligation for which a Recovery Determination Date
has not occurred, a Business Day which is not earlier than 24
months after the related Event Determination Date. Prior to the
consummation of any sale of a Defaulted Reference Obligation as
described in clause (a) of the last sentence of the preceding
paragraph (including in connection with a Requested Sale Date),

17
Buyer shall notify the Noteholders of the expected sale proceeds to
be received from such sale (the "Last Look Amount") and shall
provide the Designated Holder with an opportunity to purchase
such Defaulted Reference Obligation for an amount equal to the
Last Look Amount no later than 30 days after delivery of such
notice from Buyer specifying such Last Look Amount. Any sale
described in the preceding sentence shall be effected by (i) Buyer
causing the creation of a non-voting participation interest in the
applicable Defaulted Reference Obligation in favor of the
Designated Holder or (ii) at the option of Buyer, Buyer causing the
assignment of the applicable Defaulted Reference Obligations in
favor of the Designated Holder and, in each case of the foregoing
clauses (i) and (ii), in the manner customary for the settlement of a
participation in, or assignment of, the applicable Defaulted
Reference Obligation, and subject to restrictions on the transfer of
such Defaulted Reference Obligations, including, without
limitation, legal restrictions, borrower consent rights and
confidentiality requirements.

Upon or promptly after the Recovery Determination Date, the

Calculation Agent shall determine the Recovery Amount using all
information available from each relevant DB Servicer as of the
Recovery Determination Date. The Calculation Agent will furnish
its determination of the Recovery Amount for each relevant
Reference Obligation, promptly after making such determination,
to the Accountant, together with information and documentation
evidencing each of the calculations necessary to make such
determination.

Buyer agrees to procure that Seller receives a copy of a notice

from the Accountant (which notice shall be subject to the
assumptions, qualifications and limitations set forth therein)
verifying the computation of each Recovery Amount by the
Calculation Agent and to use commercially reasonable efforts to
procure the delivery of such copy to Seller as soon as practicable
after determination by the Calculation Agent of the Recovery
Amount. With respect to any Recovery Amount, the day on which
Seller receives such copy is the "Recovery Certification Date".

Further, Actual Recoveries:

(i) shall be calculated as of the Recovery Determination Date by

reference to the amount of principal, interest and other amounts
recovered in comparison with the Defaulted Notional Amount and,
for the avoidance of doubt, the Actual Recoveries with respect to a
Defaulted Reference Obligation shall not exceed 100% of the
Defaulted Notional Amount of such Defaulted Reference
Obligation,

(ii) shall take into account as a component of loss the pro rata
share attributable to the Defaulted Notional Amount of any fees or

18
 expenses duly incurred and paid to third parties in respect of the
recovery of the related Reference Obligation,

(iii) shall not take into account any internal costs or fees of DBAG
or any Affiliate (or, if applicable, any Agent Bank, unless duly and
actually deducted from the distribution of amounts by such Agent
Bank),

(iv) shall take into account in determining any loss (x) the amount
of any mandatory write-down imposed pursuant to applicable law,
rule or regulation and (y) the market value of any securities or
other consideration received, in each case after the occurrence of
the relevant Credit Event, whether pursuant to any restructuring,
settlement or proceeding affecting such Reference Obligation or
otherwise with respect to such Reference Obligation, in each case
as determined by the relevant DB Servicer,

(v) shall take account of the exercise of any rights of set off,
netting or combination of accounts in respect of the relevant
Reference Entity only if the set off, netting or combination of
accounts forms part of the enforcement of collateral in respect of
the related Reference Obligation,

(vi) shall take into account in determining any loss of principal or

interest the "Collateral Allocation Principles" set forth in
Schedule E hereto,

(vii) to the extent that any amount recovered in respect of the

principal amount of the related Reference Obligation or in respect
of the interest accrued thereon is not denominated in EUR, shall be
calculated after converting any such amount recovered between
the Event Determination Date and the Recovery Determination
Date into EUR on the basis of the mid-market foreign exchange
rate prevailing on the Relevant FX Date for conversion of the
relevant currency into EUR fixed by DBAG for its own foreign
exchange transactions pursuant to its standard internal procedures,
and

(viii) for the avoidance of doubt, need not take account of (a) any
determination made in respect of any "Cash Settlement Amount"
(as defined in the Definitions or in the 1999 Credit Derivatives
Definitions as published by ISDA in 1999 (as supplemented from
time to time thereafter); any of such publications, as applicable,
the "Relevant Definitions") received by any DBAG Group Entity
as a "Buyer" (as so defined) in relation to a "Credit Derivative
Transaction" (as so defined) other than the Transaction evidenced
by this Confirmation relating to any "Obligation" (as so defined)
that is also a Reference Obligation hereunder or (b) the existence
of any such Credit Derivative Transaction.

"Actual Recoveries" A Recovery Amount with respect to Actual Recoveries in respect

19
Settlement Mechanism: of each relevant Defaulted Reference Obligation shall be subject to
payment by Buyer to Seller as part of a Floating Payment from
Buyer to Seller on a Recovery Amount Payment Date pursuant to,
and subject to the limitations in, Clause 3 above.

Recovery Amount Payment The Payment Date immediately following the Recovery
Date: Certification Date with respect to any Actual Recoveries in respect
of a Defaulted Reference Obligation.

Recovery Price: With respect to any Defaulted Reference Obligation, the

percentage obtained by dividing all Actual Recoveries in respect
thereof by the related Defaulted Notional Amount, in each case as
of the Recovery Determination Date.

Recovery Amount: With respect to any Defaulted Reference Obligation, the product
of: (i) the Defaulted Notional Amount and (ii) the Recovery Price.

Recovery Determination 95% of the Recovery Amount.

Amount:

Settlement with Respect to If, on the Final Redemption Date there shall remain any Impaired
Impaired Reference Reference Obligations or Defaulted Reference Obligations in
Obligations and Defaulted respect of which the Recovery Amount has not been determined,
Reference Obligations and the Deferred Principal Adjustment Amount is consequently
Remaining on Final greater than zero, then the provisions set forth herein with respect
Redemption Date: to the determination (including in respect of an Actual Recovery)
and payment of Floating Payments pursuant to Clause 3 above will
continue in effect in relation to such obligations. If no Recovery
Amount has been determined for such obligations by the date
falling 30 Business Days prior to the Legal Maturity Date, the
Buyer (acting through the DB Servicer) shall cause the Sale
Procedures to be applied to such obligations with the settlement
for the related sale to occur not later than the Legal Maturity Date
and, upon the completion of the Sale Procedures in respect of such
obligations, the Buyer (acting through the DB Servicer) shall cause
the sale of such obligations at the highest price obtained pursuant
to the Sale Procedures, which shall include any sale of such
obligations at the Last Look Amount (with the sale proceeds
therefrom constituting Actual Recoveries). If the Buyer (acting
through the DB Servicer) does not receive any firm bids in respect
of a Defaulted Reference Obligation in the Sale Procedures, then:
(i) the Recovery Price for any such Defaulted Reference
Obligation on the Legal Maturity Date shall be based solely upon
the Actual Recoveries determined prior to the Legal Maturity Date
and (ii) the Legal Maturity Date shall be the Recovery
Determination Date for such Defaulted Reference Obligation.

Sale Procedures: The Sale Procedures will be conducted by the Buyer (acting
through the DB Servicer) to effect either (i) a sale of a Defaulted
Reference Obligation on any Requested Sale Date and (ii) a sale of
the Defaulted Reference Obligations in respect of which the

20
Recovery Amount has not been determined as of the 30th Business
Day prior to the Legal Maturity Date, subject to restrictions on the
transfer of such Defaulted Reference Obligations, including,
without limitation, legal restrictions, borrower consent rights and
confidentiality requirements. In conducting the Sale Procedures,
the Buyer (acting through the DB Servicer) shall cause each
relevant entity within the DBAG Group to solicit firm bid
quotations for the sale of the applicable Defaulted Reference
Obligation in accordance with the bid process described below.
The sale proceeds received in connection with the Sale Procedures
shall constitute Actual Recoveries in respect of the applicable
Defaulted Reference Obligation. In connection with the Sale
Procedures, the Buyer (acting through the DB Servicer) shall cause
each relevant entity within the DBAG Group (in accordance with
the relevant documentation) to Deliver such obligations to the
winning bidder or bidders.

The Buyer (acting through the DB Servicer) shall conduct a bid

process as if the "Final Price" pursuant to Article VII of the
Definitions were being determined in respect of the applicable
Defaulted Reference Obligation. Upon determination of the "Final
Price" in respect of the applicable Defaulted Reference Obligation,
the Buyer (acting through the DB Servicer) shall cause the sale of
such Defaulted Reference Obligation for an amount equal to the
product of: (i) the Quotation Amount for such Defaulted Reference
Obligation and (ii) the Final Price, subject to a minimum of zero.

Solely for purposes of the Sale Procedures and determining a

"Final Price" as described above, the following terms set forth in
Article VII of the Definitions have the following meanings (and,
the provisions of Article VII of the Definitions shall be applied
separately to each applicable Defaulted Reference Obligation for
purpose of determining the related "Final Price"):

Valuation Date: Single Valuation Date:

A Business Day selected by the Buyer (acting through the

DB Servicer) not later than the 21st Business Day
immediately prior to the Legal Maturity Date or, in
connection with a Requested Sale Date, such Requested Sale
Date.

Quotation Method: Bid

Quotation Amount: the lesser of (i) the Defaulted Notional

Amount and (ii) the Defaulted Notional Amount minus the
Recovery Amount in respect of the Defaulted Reference
Obligation received prior to the Valuation Date.

Minimum Quotation Amount: not applicable.

21
Dealers: two Group A Eligible Dealers plus either (1) one Group
A Eligible Dealer or (2) one Group B Eligible Dealer, in each case
as selected by the Calculation Agent in its discretion; provided
however, that if at any time there are fewer than two Group A
Eligible Dealers, the Calculation Agent in its discretion may select
one Group A Eligible Dealer and two Group B Eligible Dealers,
and if three or fewer Eligible Dealers remain, such Eligible
Dealers as remain.

Eligible Dealers: each of the following dealers (and its respective

relevant affiliates and successors) identified as "Group A Eligible
Dealers" and "Group B Eligible Dealers":

Group A Eligible Dealers

Bank of America
Barclays Bank
BNP Paribas
Cantor Fitzgerald
Citibank
Credit Suisse
Daiwa
Goldman, Sachs & Co.
HSBC
ING
Jeffries & Co.
JPMorgan Chase Bank
Mizuho
Morgan Stanley
Nomura International
Royal Bank of Canada
Royal Bank of Scotland
Société Générale
UBS

Group B Eligible Dealers

Aladdin Capital
Angelo Gordon & Company
Appaloosa Management, L.P.
Apollo Capital Management, L.P.
Australian & New Zealand Banking Group
Banco Santander
BlackRock Inc.
Blackstone Group, L.P.
Calyon
Canadian Imperial Bank of Commerce
Cargill Financial Services
Cerberus Partners
Commonwealth Bank of Australia
Commerzbank

22
Danske Bank
Dexia Bank
Elliot Management Corporation
Franklin Mutual Advisors, LLC
Legal and General Investment Management Limited
Macquarie Bank
Mitsubishi UFJ
National Australia Bank Limited
National Bank of Greece
Nordea Bank Finland
Oaktree Capital Management LLC
Primus Asset Management, Inc.
Standard Chartered Bank
Standard Bank
Sumitomo Mitsui Banking Corporation
Westpac

From time to time and upon notice by Buyer to the Seller, the
Calculation Agent may add dealers or fund managers to the list of
Eligible Dealers.

Upon an Eligible Dealer no longer being in existence (with no

successors), the Calculation Agent will appoint another Eligible
Dealer.

Full Quotation: each firm bid quotation (exclusive of accrued and

unpaid interest), expressed as a percentage, obtained from a Dealer
in respect of a Valuation Date, to the extent reasonably practicable,
for an amount of the Reference Obligation with an outstanding
principal and unpaid interest amount or Due and Payable Amount
(as the case may be) equal to the Quotation Amount.

Solicitation of Quotations: Notwithstanding anything to the

contrary in the Definitions, in respect of each Defaulted Reference
Obligation subject to the Sale Procedures, the Calculation Agent
shall attempt to obtain Full Quotations in respect of the Valuation
Date from each of the Dealers. Quotations shall be sought on the
Quotation Amount.

Section 7.7(c)(iii) of the Definitions shall apply with respect to all

Quotations.

In seeking Quotations for any Reference Obligation for which the

consent of the relevant Reference Entity for its Delivery is
required, the Calculation Agent (or any third party appointed by
the Calculation Agent) will furnish each Dealer, in relation to such
Reference Obligation, with:

(i) the name of the Reference Entity;

23
 (ii) the contact details of the person at the Reference Obligor
and/or the Reference Obligation Guarantor, as the case may be,
who needs to be contacted in order to obtain any such consent;

(iii) a description of any guarantee or surety arrangements;

(iv) a description of the principal covenants;

(v) the maturity date;

(vi) the amortization schedule (if any);

(vii) the applicable interest rate; and

(viii) the effective date of the Reference Obligation.

"Deliver" means to deliver, novate, transfer, assign or sell, as

appropriate, in the manner customary for the settlement of the
applicable Reference Obligation (which shall include executing all
necessary documentation and taking any other necessary actions),
in order to convey all right, title and interest in such Reference
Obligation free and clear of any and all liens, charges, claims or
encumbrances (including, without limitation, any counterclaim,
defense (other than a counterclaim or defense based on the factors
set forth in Section 4.1(a) through (d) of the Definitions) or right of
set off by or of the Reference Entity); provided that to the extent
that any Reference Obligation consists of a Direct Loan
Participation, "Deliver" means to create (or procure the creation
of) a participation in favor of another Person. "Delivery" will be
construed accordingly.

Valuation Method: Highest

6. Replenishments, Reductions and Resets:

Replenishment Period: The period from and including the Effective Date to and including
the Payment Date in October 2017.

Cumulative Available As of any Replenishment Notice Date, the positive excess, if any
Replenishment Amount: of:

(a) the Maximum Portfolio Notional Amount as of such date

over

(b) the Portfolio Notional Amount as of such date.

Periodic Replenishment As of any Replenishment Notice Date, the positive excess, if any,
Amount: of:

(i) the Maximum Portfolio Notional Amount as of such date

over

24
 (ii) the sum of (a) the Portfolio Notional Amount as of such
date and (b) in respect of any Replenishment Notice Date, the
excess, if any, of the Maximum Portfolio Notional Amount over
the Portfolio Notional Amount as of the later of (i) the immediately
preceding Replenishment Notice Date and (ii) the Replenishment
Date (if any) following such immediately preceding
Replenishment Notice Date (after giving effect to the
Replenishments occurring as of such preceding Replenishment
Date).

Minimum Buyer Offered As of any Replenishment Notice Date, an amount equal to the
Amount: product of (i) the Periodic Replenishment Amount as of such date
and (ii) two.

Designated Reference As of any date of determination, an amount equal to the positive

Obligation Shortfall excess, if any of (i) one-half of the aggregate Designated 2-for-1
Amount: Reference Obligation Notional Amounts for the period
commencing on the first Replenishment Notice Date and ending
on the immediately preceding Replenishment Notice Date over (ii)
the aggregate Approved 2-for-1 Reference Obligation Notional
Amounts for the period commencing on the first Replenishment
Date and ending on the immediately preceding Replenishment
Date (after giving effect to any Replenishments that have occurred
on any preceding Replenishment Date).

Designated Holder: "Designated Holder" means Bank Capital Opportunity Fund

SICAV-SIF or Axa IM, but only for so long as it, any of its
Affiliates and any account managed by it holds at least 50% of the
Outstanding Principal Amount of the Notes.

Replenishment: Buyer Replenishment Notice. On the 25th calendar day of each

month (or, if such day is not a Business Day, the next succeeding
Business Day) beginning in the calendar month in which the
Effective Date occurs (each such date, a "Replenishment Notice
Date"), Buyer may, if (i) the Designated Holder is the holder or
beneficial owner of any Notes Outstanding on the relevant
Replenishment Notice Date, (ii) the Replenishment Period has not
ended and (iii) a positive Cumulative Available Replenishment
Amount exists as of the Replenishment Notice Date, provide
written notice (a "Replenishment Notice") to Seller and the
Designated Holder of the Buyer's designation of additional
Reference Obligation(s) and associated notional amount(s) (each a
"Designated Reference Obligation") and other information
required to be included in the Reference Obligation List (the
"Designated Reference Obligation Notional Amounts") for
inclusion in the Reference Portfolio, which Designated Reference
Obligation must be designated in accordance with one of the
following criteria:

(a) such Designated Reference Obligation is an obligation of

any Reference Entity identified in Schedule A-2 hereto, as such

25
Schedule A-2 may be amended from time to time in accordance
with the terms set forth in Schedule B-2 hereto (the "Approved
Reference Entity Group List") (any such Designated Reference
Obligation, a "Designated Pre-approved Reference
Obligation"); or

(b) such Designated Reference Obligation is designated in

accordance with the following criteria (any Designated Reference
Obligation designated pursuant to this clause (b), a "Designated 2-
for-1 Reference Obligation" and the associated notional amount,
the "Designated 2-for-1 Reference Obligation Notional
Amount"):

(i) the number of Reference Entities relating to the

Designated 2-for-1 Reference Obligations set forth in any
required Replenishment Notice shall be equal to the
product of: (x) the number of different Reference Entities
comprising the Reference Obligation Notional Amounts
of the Reductions since the last Replenishment Notice
Date less the number of different Reference Entities of
Designated Pre-approved Reference Entities on such
Replenishment Notice Date and (y) two,

(ii) the aggregate of the Reference Obligation

Notional Amounts of the Designated 2-for-1 Reference
Obligations set forth in such Replenishment Notice is at
least equal to the Minimum Buyer Offered Amount,

(iii) the aggregate of the Reference Obligation

Notional Amounts of the Approved 2-for-1 Reference
Obligations set forth in the applicable Replenishment
Response Notice must not, in the case of the Reductions
described in clause (c) of the definition thereof, exceed an
amount equal to the lesser of (a) 50% of the aggregate of
the Reference Obligation Notional Amounts of such
Reductions since the last Replenishment Notice Date and
(b) 50% of the aggregate Floating Payments paid to Buyer
by Seller in respect of the applicable Defaulted Reference
Obligations with respect to which such Reductions were
calculated as described in clause (c) of the definition
thereof since the last Replenishment Notice Date;

(iv) each Reference Entity relating to the Designated

2-for-1 Reference Obligations set forth in a
Replenishment Notice shall be organized in a different
country from, and shall not belong to the same Moody's
industry as, each other Reference Entity designated in
such Replenishment Notice; and

(v) notwithstanding anything in clause (ii) to the

contrary, the aggregate of the Reference Obligation

26
 Notional Amounts of the Designated 2-for-1 Reference
Obligations set forth in the applicable Replenishment
Notice shall be, in the case of the Reductions described in
clause (c) of the definition thereof, equal to 100% of the
aggregate of the Reference Obligation Notional Amounts
of such Reductions since the last Replenishment Notice
Date (and the Minimum Buyer Offered Amount shall be
reduced accordingly);

provided, that for the purposes of any calculation or

determination made pursuant to this clause (b) on any
Replenishment Notice Date, the term "Reductions" shall
be reduced by the aggregate Reference Obligation
Notional Amounts of any Designated Pre-approved
Reference Obligations and any proposed Replenishments
in accordance with clause (x) of Schedule D hereto, in
each case as determined on such Replenishment Notice
Date.

Except as set forth in clause (x) of Schedule D hereto, Buyer may

identify in a Replenishment Notice only such Designated
Reference Obligations as would satisfy the Reference Obligation
Eligibility Criteria and the Replenishment Conditions set forth in
Schedule D hereto.

Notwithstanding anything in this Confirmation to the contrary, if

on any date of determination the aggregate of the Reference
Obligation Notional Amounts of all Below Investment Grade
Reference Obligations is greater than 25% of the Initial Portfolio
Notional Amount, and the Cumulative Projected Loss Amount is
greater than (x) 1.0% of the Initial Portfolio Notional Amount
prior to the Payment Date occurring in October 2013, or (y) 2.5%
of the Initial Portfolio Notional Amount thereafter, then
Replenishments with respect to Below Investment Grade
Reference Obligations will cease; provided that the "Cumulative
Projected Loss Amount" equals the sum of (A) 50% of the
aggregate of the Defaulted Notional Amounts of all Defaulted
Reference Obligations that are not Liquidated Reference
Obligations and (B) the aggregate of (1) the Defaulted Notional
Amount for all Liquidated Reference Obligations minus (2) the
Recovery Amount for all Liquidated Reference Obligations.

Replenishment Procedures: Replenishment Response Notice. Within seven Business Days (or,
if only one Reference Entity comprised the Reductions for the
relevant Replenishment Notice Date, five Business Days)
following receipt of a Replenishment Notice (such seventh (or,
fifth, as applicable) Business Day after receipt of a Replenishment
Notice referred to herein as the "Replenishment Notice
Expiration Date"), Seller, as directed by the Designated Holder,
shall have the obligation to notify Buyer in writing (such writing, a
"Replenishment Response Notice"), of its approval or rejection

27
for inclusion in the Reference Portfolio of one or more Designated
2-for-1 Reference Obligations identified in the Replenishment
Notice (any Designated 2-for-1 Reference Obligation approved for
inclusion in the Reference Portfolio in whole or in part, an
"Approved 2-for-1 Reference Obligation" and, together with any
Designated Pre-approved Reference Obligations, the "Approved
Reference Obligations", and any Designated 2-for-1 Reference
Obligation not approved for inclusion in the Reference Portfolio
(such rejection, in whole or in part), a "Rejected Reference
Obligation"), in each case to the extent specified in the
Replenishment Response Notice; provided, that (A) the aggregate
Reference Obligation Notional Amounts of such Approved 2-for-1
Reference Obligations shall not be greater than an amount equal to
(x) the Maximum Portfolio Notional Amount as of such
Replenishment Notice Date minus (y) the aggregate Reference
Obligation Notional Amounts of all Designated Pre-approved
Reference Obligations identified in such Replenishment Response
Notice and (B) the aggregate Reference Obligation Notional
Amounts of all such Approved Reference Obligations would not
cause the Portfolio Notional Amount to be greater than the
Maximum Portfolio Notional Amount. For the avoidance of
doubt, Buyer may designate a Rejected Reference Obligation as a
Designated Reference Obligation on any subsequent
Replenishment Notice Date so long as Buyer determines, in its
sole discretion, that such Rejected Reference Obligation satisfies
the Reference Obligation Eligibility Criteria and the
Replenishment Conditions on such date.

Seller, as directed by the Designated Holder, shall be obligated to

approve or reject in whole or in part the Designated 2-for-1
Reference Obligations identified in the Replenishment Notice
pursuant to a Replenishment Response Notice. For the avoidance
of doubt, Seller shall have no rejection rights in respect of
Designated Pre-approved Reference Obligations, except as set
forth in Schedule B-2 hereto.

Upon the delivery of a Replenishment Response Notice, (i) no

Rejected Reference Obligation shall be included in the Reference
Portfolio and (ii) the Approved 2-for-1 Reference Obligations will
become Reference Obligations (in each case at their associated
approved Reference Obligation Notional Amounts) on the
Replenishment Date for such Reference Obligations.

Notwithstanding anything in this Confirmation to the contrary

(including, without limitation, the provisions of Schedule C and
Schedule D attached hereto), with respect to any Reference
Obligation added to the Reference Portfolio or a Reference
Obligation whose Reference Obligation Notional Amount was
increased, in each case pursuant to clause (x) of the provisions set
forth in Schedule D hereto (but subject to the provisions of such
clause (x)), neither the Replenishment Conditions nor the

28
procedures set forth herein regarding the approval of Designated
Reference Obligations by the Seller shall apply to such addition or
increase elected by the Buyer.

Failure to Deliver Replenishment Response Notice; no Designated

Holder. If no Replenishment Response Notice has been delivered
by the Seller on behalf of the Designated Holder pursuant to the
procedures set forth above within two Business Days after delivery
by Buyer of the relevant Replenishment Notice, no Designated 2-
for-1 Reference Obligations shall be included in the Reference
Portfolio. Notwithstanding anything to the contrary contained
herein, if the Designated Holder is no longer the holder or
beneficial owner of the Notes Outstanding on the relevant
Replenishment Notice Date as notified in writing by the Seller or
the Designated Holder to the Buyer, Buyer shall not be obligated
to deliver a Replenishment Notice to Seller or the Designated
Holder, and Replenishments can be effected hereunder as would
satisfy the Reference Obligation Eligibility Criteria and the
Replenishment Conditions set forth in Schedule D hereto.

Replenishment Date. "Replenishment Date" means, (i) with

respect to any Designated Pre-approved Reference Obligation, the
applicable Replenishment Notice Date and (ii) with respect to
Approved 2-for-1 Reference Obligations added to the Reference
Portfolio, the Business Day after Seller approves such Approved
2-for-1 Reference Obligations for inclusion in the Reference
Portfolio in accordance with the procedures described above.

Notice of Failure to Meet Replenishment Conditions. Following

any determination by Buyer that the Approved Reference
Obligations (taken at their associated approved Reference
Obligation Notional Amounts) do not comply with the
Replenishment Conditions, Buyer will deliver a notice to such
effect to Seller.

Other Replenishment Provisions. The provisions relating to

notices set out in Section 1.10 of the Definitions shall apply to all
notices hereunder, except that any Replenishment Notice and
Replenishment Response Notice shall be in writing (including
delivery by facsimile or e-mail).

Compliance with Replenishment Conditions. If the Reference

Portfolio does not comply with any Replenishment Condition prior
to the proposed Replenishment and Reductions, the proposed
Replenishment shall be permitted (and the Reference Portfolio
deemed to comply after giving effect to Reductions with the
Replenishment Conditions) if the inclusion of the relevant
Reference Obligation(s) (in each case taken at the associated
Reference Obligation Notional Amounts or relevant increase
therein) would not cause the degree of non-compliance with any

29
 Replenishment Condition to worsen.

Reduction: (a) The Reference Obligation Notional Amount of any

Reference Obligation may be reduced by the Buyer as a
result of the irrevocable cancellation or expiry of any
undrawn commitment or any amortization, repayment of
principal or prepayment of principal or as a result of the
full and irrevocable assignment or other transfer of
ownership interest by the relevant DBAG Group Entity
(without regard to whether the Buyer is the relevant
DBAG Group Entity), without recourse, of an interest
therein to a third party not affiliated with DBAG (it being
understood that (x) any pledge, any grant of a security
interest or any assignment for security purposes of any
interest in any Reference Obligation will not, of itself, give
rise to a Reduction; and (y) upon any such full and
irrevocable assignment or transfer, to the extent of the
principal amount of the Reference Obligation so assigned
or transferred, the Reference Obligation Notional Amount
of such Reference Obligation may be reduced and the
potential liability of the Seller in respect of Floating
Payments derived from Credit Events occurring after the
effective date of such assignment or transfer will be
diminished accordingly).

(b) On any date of determination, if the Relevant FX Rate

(expressed as a decimal number of EUR per unit of such
currency) decreases from the immediately preceding date
of determination, the Reference Obligation Notional
Amount of any Reference Obligation may be reduced by
the Calculation Agent as a result of decreases in the
Relevant FX Rate, pursuant to "Non EUR Reference
Obligations and Resets" below. Upon the occurrence of a
Reduction with respect to the Reference Obligation
Notional Amount of Reference Obligations that have
experienced, in the past, one or more increases in the
Reference Obligation Notional Amount representing a
permitted Replenishment as described below under "Non
EUR Reference Obligations and Resets" due to decreases
in the Relevant FX Rate, such Reduction shall be allocated
pro rata to the original Reference Obligation Notional
Amount and each such prior increase based upon the
relative amounts thereof.

(c) The Reference Obligation Notional Amount of any

Defaulted Reference Obligation will be reduced by an
amount equal to the excess, if any, of (i) the Reference
Obligation Notional Amount of such Defaulted Reference
Obligation over (ii) (A) the Defaulted Notional Amount of
such Defaulted Reference Obligation plus (B) the
Guarantee Undrawn Amount with respect to such

30
 Defaulted Reference Obligation.

(d) The Reference Obligation Notional Amount of any

Reference Obligation will be reduced if, pursuant to the
provisions described in clause (y) following the list of
Replenishment Conditions in Schedule D hereto, the
inclusion of such Reference Obligation, or any portion of
the Reference Obligation Notional Amount associated
therewith, in the Reference Portfolio is not valid as a result
of such Reference Obligation not complying with any of
the Reference Obligation Eligibility Criteria on the
applicable Eligibility Test Date or causing any
contravention (or worsening of any existing contravention)
of the Replenishment Conditions on the related Relevant
Date, but only to the extent of the Reference Obligation
Notional Amount associated with the non-compliance,
contravention or worsening of contravention.

Any changes to the Reference Obligation Notional Amount of a

Reference Obligation pursuant to clause (x) of Schedule D hereto
(under which the Replenishment Conditions do not apply) shall
not constitute Reductions.

For the avoidance of doubt, the Reference Obligation Notional

Amount of any Reference Obligation in relation to which a
Reduction has occurred as described above will be reduced (in the
case of clause (b) above, to the extent so determined by Buyer) on
the first Business Day following the day on which such Reduction
occurred.

Relevant FX Date: In respect of each Reference Obligation, (a) in connection with the
calculation of the Reference Obligation Notional Amount thereof,
the Relevant Date or the Reset Date, as applicable and (b) in
connection with any of (x) the determination of the Payment
Requirement as applied to any Non EUR Reference Obligation,
(y) the determination of the Impaired Notional Amount with
respect to an Impaired Reference Obligation or the Defaulted
Notional Amount with respect to a Defaulted Reference Obligation
or (z) the determination of Actual Recoveries, the Relevant Date or
the Reset Date, as the case may be, occurring on or immediately
prior to the date of such determination, as applicable.

Relevant FX Rate: On any date of determination, the rate at which the currency in
which a Reference Obligation is denominated could be converted
into EUR (expressed as a decimal number of EUR per unit of such
currency), as determined by the Calculation Agent on the basis of
the mid-market foreign exchange rate prevailing on such date for
the conversion from the relevant currency into EUR fixed by
DBAG for its own foreign exchange transactions pursuant to its
standard internal procedures. In respect of any Reference
Obligation that becomes an Impaired Reference Obligation or a

31
 Defaulted Reference Obligation, the Relevant FX Rate will be the
rate determined on the Relevant FX Date set forth in clause (b)(y)
of the definition of "Relevant FX Date".

Non EUR Reference On any day, Buyer may increase (by way of Replenishment only)
Obligations and Resets: or reduce the Reference Obligation Notional Amount of any
Reference Obligation for which the related payment claim is not
denominated in EUR (each, a "Non EUR Reference Obligation")
(excluding Impaired Reference Obligations and Defaulted
Reference Obligations) to the extent of increases or decreases in
the applicable Relevant FX Rate. In such event, the Calculation
Agent will revise each relevant entry on the Reference Obligation
List, and such revisions will take effect (together with any other
revisions resulting from any Replenishment or from clause (x) of
the provisions set forth in Schedule D hereto under which the
Replenishment Conditions are made inapplicable) on such date
(each such increase or decrease, a "Reset"; and the day on which
any Reset is to take effect, a "Reset Date" for each relevant
Reference Obligation and, for the avoidance of doubt, in the case
of any such increase, such Reset Date is also a Relevant Date for
each relevant Reference Obligation). However, increases in the
Reference Obligation Notional Amount of any Non EUR
Reference Obligation attributable to increases in the Relevant FX
Rate will only be permitted on a Relevant Date and only to the
extent that such increase is set forth in the Reference Obligation
List delivered following the occurrence of the applicable Relevant
Date and, taken together with any other Replenishments occurring
concurrently therewith, satisfies the Replenishment Conditions.

7. Additional Definitions:

Regulatory Event: An event which will occur if (a) as a result of any enactment of or
supplement or amendment to, or change in any applicable laws or
regulations or (b) as a result of (x) an official communication of
previously not existing or not publicly available official
interpretation of such laws and regulations, or (y) a change in the
official interpretation, implementation or application of such laws
and regulations that (in the case of (a) or (b)) becomes effective on
or after the Effective Date, either (a) the DBAG Group would, for
reasons outside its control, and after taking reasonable measures
(such measures not involving any material additional payment by,
or capital or other expenses for Party A), be subject to less
favorable capital adequacy treatment with respect to (A) the risk
weighting of the Seller and/or (B) the amount of the regulatory
capital required to be maintained by the DBAG Group as a result
of Party A entering into the Transaction or retaining any portion of
risk under the Reference Portfolio (assuming, for such purposes,
that a DBAG Group Entity is the Owner of each Reference
Obligation) by comparison to the regulatory capital, if any,
applicable on the Effective Date or (b) in respect of any bank that
is subject to the supervision of the competent bank supervisory

32
 authority of the Federal Republic of Germany, assuming that such
bank is the lender in respect of all of the Reference Obligations,
the DBAG Group determines that the costs, as at the Effective
Date, of buying protection in respect of the Reference Portfolio on
the terms set out in the Transaction (but as if the Initial Credit
Default Swap Notional Amount was the Initial Portfolio Notional
Amount, the "Deemed Transaction") and maintaining the
regulatory capital required to be maintained by any such bank in
respect of the Reference Portfolio taking account of the protection
afforded by the Deemed Transaction (including, without
limitation, the impact of any amounts required to be held as
regulatory capital) is greater than the regulatory capital costs for
any such bank in respect of the Reference Portfolio without the
benefit of the Deemed Transaction.

For the avoidance of doubt, the occurrence of any event referred to

above shall not be precluded by the fact that, prior to the Effective
Date, (1) such event was announced or contained in any proposal
for a change in the official interpretation, implementation or
application of any applicable laws and regulations or any accord,
standard or recommendation of the Basel Committee on Banking
Supervision (including any document or any meetings or other
discussions in connection with such change) or (2) the competent
authority has taken any decision or expressed any view with
respect to any individual transaction other than this Transaction.
Accordingly, such proposals, decisions or views shall not be taken
into account when assessing the capital adequacy treatment to
which the DBAG Group (or such other bank) is (or would be)
subject on the Effective Date immediately after entering into this
Transaction (or the Deemed Transaction, as the case may be).

In connection with the redemption of the Notes as a result of the

occurrence of a Regulatory Event, Party A shall deliver to Party B
a short description of the facts relevant to its determination and its
rationale for such determination that a Regulatory Event has
occurred.

Credit Default Swap On any date of determination, the greater of:

Notional Amount:
(a) zero, and

(b) (i) the Initial Credit Default Swap Notional Amount;

minus

(ii) the aggregate amount of:

(x) all Net Loss Determination Amounts determined, for

which a Floating Payment from Seller to Buyer (and, if
applicable, a Floating Payment from Buyer to Seller) has
been paid, in each case for all Defaulted Reference

33
 Obligations;

plus

(y) all Seller Adjustment Payments paid by Seller to

Buyer;

minus

(z) all Buyer Adjustment Payments paid by Buyer to

Seller;

in each case paid on or prior to such date.

Hedging Event: On any Business Day (but only two times per calendar year) upon
the request of the Seller or the Designated Holder on behalf of
Seller, Buyer will notify Seller no more than 10 Business Days
after receipt of such request (any such date, a "Hedging
Notification Date") if the Credit Portfolio Strategies Group
("CPSG") of the DBAG Group (or any successor group to the
CPSG responsible for hedging the Reference Portfolio and
bespoke transactions similar to this Transaction) determines, in its
sole commercially reasonable discretion, that it needs to obtain
credit protection in respect of any Reference Entity included on the
Approved Reference Entity Group List as of such date through a
transaction (excluding single-name credit default swaps, loan
credit default swaps and credit index swaps and options that hedge
multiple obligations of such Reference Entity) executed by the
CPSG (any such Reference Entity, a "Hedged Reference
Entity"). If Buyer determines, in its sole commercially reasonable
discretion, that any Reference Entity on the Approved Reference
Entity Group List is a Hedged Reference Entity, a "Hedging
Event" shall have occurred and will be continuing for the period
commencing on the applicable Hedging Notification Date and
ending on but excluding the Replenishment Notice Date on which
(i) the obligations of any such Hedged Reference Entities are
designated for inclusion in the Reference Portfolio and (ii) the
aggregate Reference Obligation Notional Amount of the
Designated Pre-approved Reference Obligations of such Hedged
Reference Entities is equal to the lesser of (x) the Cumulative
Available Replenishment Amount on such Replenishment Notice
Date and (y) the aggregate Reference Obligation Notional Amount
of the obligations of such Hedged Reference Entities that satisfy
the Reference Eligibility Criteria and the Replenishment
Conditions on such Replenishment Notice Date but have not yet
been included in the Reference Portfolio; provided, that it shall not
be a Hedging Event (or, if a Hedging Event has occurred and is
continuing, such Hedging Event will terminate) if (i) the
obligations of such Hedged Reference Entity do not satisfy the
Reference Obligation Eligibility Criteria and the Replenishment
Conditions and (ii) such Hedged Reference Entity is removed from

34
 the Approved Reference Entity Group List in accordance with
Schedule B-2 hereto.

Deferred Principal With respect to the Final Redemption Date and each Payment Date
Adjustment Amount: thereafter, an amount equal to: (a) zero, if, on such date, no
Impaired Reference Obligations exist and no Defaulted Reference
Obligations exist in respect of which a Recovery Certification Date
has not occurred or (b) if the foregoing clause (a) does not apply,
an amount equal to the sum of (1) the aggregate of the Impaired
Notional Amounts of all Impaired Reference Obligations, (2) the
aggregate of the Defaulted Notional Amounts of all Defaulted
Reference Obligations in respect of which a Loss Calculation
Amount has not yet been added to the Cumulative Net Loss
Amount (which would be the case if the Notice of Accountant
Certification had not been received as of the relevant date of
determination) and (3) the aggregate of the Guarantee Undrawn
Amounts of all Defaulted Reference Obligations that have not
become Liquidated Reference Obligations, in each case on such
date.

Amounts included in the Deferred Principal Adjustment Amount

will be reduced: (a) by the Impaired Notional Amount of the
related Impaired Reference Obligation, (1) on the date that such
Impaired Reference Obligation is determined to be Cured or (2) if
such Impaired Reference Obligation becomes a Defaulted
Reference Obligation, on the date that the relevant Notice of
Accountant Certification is received (in which case the
Outstanding Principal Amount of the Notes will be reduced on the
next Fixed Rate Payer Payment Date in an amount equal to the
resulting Defaulted Notional Amount); (b) by the Defaulted
Notional Amount of a Defaulted Reference Obligation that was
included in the Deferred Principal Adjustment Amount because
the related Loss Calculation Amount had not been added to
Cumulative Net Loss Amount, (1) on the date that the relevant
Notice of Accountant Certification is received (in which case a
Floating Payment from Seller to Buyer will arise on the next
Payment Date in an amount equal to the related Defaulted
Notional Amount, thereby resulting in an equal reduction in the
balance of Party B's Collateral Account) or (2) on the earlier of (A)
the Legal Maturity Date and (B) the date that it is conclusively
determined that receipt of such Notice of Accountant Certification
will not be forthcoming; and (c) with respect to the Guarantee
Undrawn Amount of a Defaulted Reference Obligation, the portion
of such Guarantee Undrawn Amount (1) that is drawn, on the date
that such amount is added to the Defaulted Notional Amount of the
related Reference Obligation (in which case a Floating Payment
from Seller to Buyer will arise on the next Payment Date in an
amount equal to the related Defaulted Notional Amount, thereby
resulting in an equal reduction in the balance of Party B's
Collateral Account) or (2) that remains undrawn, on the earlier of
(A) the Legal Maturity Date and (BA) the date on which it is

35
 conclusively determined that such amount will remain undrawn.

8. Additional Representations and Agreements of the Parties:

(a) Each party represents to each other party that it is entering into the Transaction solely in the
course of carrying on, and for the purposes of, its business, if any and with no intention to carry
on insurance business, that this Transaction is not intended and does not constitute a contract of
insurance or indemnity and the Reference Portfolio in respect hereof is not conditional or
dependent upon or subject to the Buyer having any title, ownership or interest (whether legal,
equitable or economic) in any Reference Obligation, and that it is entering into the Transaction
for investment, financial intermediation, hedging or other commercial purposes.

(b) The parties agree that, so long as any of them has or may have any obligation under the
Transaction:

(i) the Transaction does not create, on the part of any of them, either a direct or indirect
obligation of a Reference Entity or a direct or indirect participation in any obligation of a
Reference Entity owing to such party;

(ii) each party and its Affiliates may, where permitted, accept deposits from, make loans or
otherwise extend credit to, and generally engage in any kind of commercial or investment
banking or other business with, a Reference Entity, any Affiliate of Reference Entity, any
other person or entity having obligations relating to Reference Entity, and may act with
respect to such business in the same manner as each of them would if the relevant
Transaction did not exist, regardless of whether any such action might have an adverse
effect on Reference Entity, or the position of any other party or otherwise (including,
without limitation, any action which might constitute or give rise to a Credit Event); and

(iii) without prejudice to the Reference Obligation Eligibility Criteria, the Replenishment
Conditions and any other agreement or provision to the contrary in relation to the
Transaction, each party and its Affiliates may, whether by virtue of the types of
relationships described herein or otherwise, on the Trade Date or at any time thereafter,
be in possession of information in relation to a Reference Entity that is or may be
material in the context of the Transaction and that may or may not be publicly available
or known to the other party and such Transaction does not create any obligation on the
part of such party or any of its Affiliates to disclose to any other party any such
relationship or information (whether or not confidential).

(c) [Reserved].

(d) Each of Party A and Party B (including, for purposes of this clause (d), any Noteholder (including
the Designated Holder) agrees to treat the information it receives in connection with the
Agreement (and the fact of the Agreement, including the Transaction) (collectively,
"Confidential Information") as confidential and will not, without the prior consent of the other
party, disclose any such information to any third party, except (i) to its auditors, attorneys,
employees or agents, (ii) when required by any law or regulation thereunder, any order or
rule, or any guidelines, directive or request of any government authority having
jurisdiction over such person (whether or not having the force of law), (iii) which is
publicly available other than through any act of such person, (iv) in connection with any
proceeding, case or matter pending before any court, tribunal, arbitration board or any
governmental agency, commission, authority, board or similar entity and (v) to the extent

36
 necessary in connection with a transfer of the Notes, provided that the proposed
transferee shall agree to be subject to the same restrictions as the transferor of the Notes,
including pursuant to a non-disclosure agreement between the proposed transferee and
Deutsche Bank AG.

(d) Section 2.30 of the Definitions shall not apply.

(e) Party A, Party B and the Calculation Agent agree that if, after the relevant Recovery
Determination Date, additional amounts are recovered, or amounts previously recovered are
subject to adjustment, in each case by a Servicer or other relevant DBAG Group Entity from any
Reference Collateral or otherwise in respect of any Liquidated Reference Obligation (in each case
prior to the Termination Date as reasonably determined by the Calculation Agent, including based
upon any pertinent information furnished by the Servicer or other relevant DBAG Group Entity
or the Accountant), then the following shall occur:

(1) the Calculation Agent shall calculate (i) the Recovery Amount that should rightfully have
been determined, minus (ii) the Recovery Amount that was actually determined (the
result of (i) minus (ii), the "Adjustment Amount"); and

(2) (a) if 95% of the Adjustment Amount (such amount, the "Adjustment Determination
Amount") is greater than zero, then on the Payment Date next succeeding the day that is
five (5) Business Days after the Calculation Agent so notifies Party A, Party A will pay
Party B an amount equal to the Adjustment Determination Amount (any such payment, a
"Buyer Adjustment Payment"); and (b) if the Adjustment Determination Amount is less
than zero (and, for the avoidance of doubt, without regard to whether the Final
Redemption Date has occurred), then, on the Payment Date next succeeding the day that
is five Business Days after the Calculation Agent so notifies Party B, Party B will pay
Party A an amount equal to the absolute value of the Adjustment Determination Amount
(any such payment, a "Seller Adjustment Payment").

(f) Party A agrees that it shall procure the performance by (or on behalf of) each relevant other
DBAG Group Entity of the obligations set forth herein for which performance is expressed herein
to be incumbent upon such other entity.

(g) Nothing herein shall restrict Party A from pledging, granting a security interest in or assigning for
security purposes any interest it may have in respect of a Reference Obligation, including but not
limited to a pledge of claims against any Reference Entity under any Reference Obligation as
collateral for any obligations of Party A to the Deutsche Bundesbank and/or the European Central
Bank.

(h) Pursuant to Article 122a of the Directive 2006/48/EC (as amended by Directive 2009/111/EC)
referred to as the Capital Requirements Directive ("CRD"), Party A represents that, during the
life of this Transaction, it and the DBAG Group Entities will retain a net economic interest in the
DBAG First Loss Position in accordance with the option included in paragraph 1(a) of Article
122a of the CRD both initially and on an ongoing basis. "DBAG First Loss Position" means, for
this Transaction, 5% of an amount equal to the Portfolio Notional Amount minus the Unfunded
Notional Amount.

(i) Party A represents that if, during the life of this Transaction, it obtains credit risk mitigation
(including, for the avoidance of doubt, by any kind of transfer or sale of the DBAG Super Senior
Position) (in each case, a "Credit Risk Transfer") in respect of all or a portion of the DBAG

37
 Super Senior Position (such portion of the DBAG Super Senior Position, the "Transferred
Position"), after giving effect to such Credit Risk Transfer, it will retain a net economic interest
in 5% of such Transferred Position in accordance with the option included in paragraph 1(a) of
Article 122a of the CRD both on the date of such Credit Risk Transfer and on an ongoing basis.
"DBAG Super Senior Position" means, for this Transaction, the Portfolio Notional Amount
minus the Threshold Amount as such term is defined at the time of such Credit Risk Transfer.

(j) Notwithstanding anything herein to the contrary, except as necessary to comply with securities
laws, effective from the date of commencement of discussions concerning the transactions
contemplated by this Confirmation, Party A and Party B agree that each party (and each
employee, representative or other agent of such party) may (but shall not be obligated to) disclose
to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the
transactions and all materials of any kind (including opinions or other tax analyses) relating to
such tax treatment and tax structure.

(k) In the event that a Regulatory Event occurs and Party A exercises its right hereunder to designate
a Payment Date as an Optional Termination Date solely as a result of such Regulatory Event,
Party A will be required to pay Party B the Note Premium Amount on such Optional Termination
Date.

The "Note Premium Amount" is an amount equal to the sum of (i) if such Optional Termination
Date occurs on or prior to the Payment Date in January 2016, the sum of (a) the greater of (1)
zero or (2) an amount equal to (A) the Initial Credit Default Swap Notional Amount minus (B) an
amount equal to (i) the Credit Default Swap Notional Amount on such Optional Termination Date
(including after giving effect to any amounts due and payable to Party A on such Optional
Termination Date (including Floating Payments, Additional Floating Payments and Seller
Adjustment Payments)) plus (ii) the aggregate Fixed Amounts received by Party B (in each case,
net of withholding) during the period from and including the Closing Date to and including such
Optional Termination Date plus (iii) EUR 9,883,934.18 and (b) EUR 1,000,000; or (ii) if such
Optional Termination Date occurs after the Payment Date in January 2016, the amount specified
in the table below and corresponding to such Payment Date:

Date Note Premium

Amount

April 2016 EUR 1,500,000

July 2016 EUR 1,200,000

October 2016 EUR 1,100,000

January 2017 EUR 800,000

April 2017 EUR 500,000

July 2017 EUR 300,000

(l) In the event that an Early Redemption Date (as such term is defined in the Offering Circular) is
designated upon the occurrence of a Tax Event (as such term is defined in the Offering Circular),

38
 Party A will be required to pay Party B the Tax Event Premium Amount on such Early
Redemption Date.

The "Tax Event Premium Amount" is an amount equal to the sum of (i) if such Optional
Termination Date occurs on or prior to the Payment Date in January 2016, the product of 25%
and the sum of (a) the greater of (1) zero or (2) an amount equal to (A) the Initial Credit Default
Swap Notional Amount minus (B) an amount equal to (i) the Credit Default Swap Notional
Amount on such Optional Termination Date (including after giving effect to any amounts due and
payable to Party A on such Optional Termination Date (including Floating Payments, Additional
Floating Payments and Seller Adjustment Payments)) plus (ii) the aggregate Fixed Amounts
received by Party B (in each case, net of withholding) during the period from and including the
Closing Date to and including such Optional Termination Date plus (iii) EUR 9,883,934.18 and
(b) EUR 1,000,000; or (ii) if such Optional Termination Date occurs after the Payment Date in
January 2016, the product of 25% and the amount specified in the table below and corresponding
to such Payment Date:

Date Note Premium

Amount

April 2016 EUR 1,500,000

July 2016 EUR 1,200,000

October 2016 EUR 1,100,000

January 2017 EUR 800,000

April 2017 EUR 500,000

July 2017 EUR 300,000

9. Notice and Account Details:

Telephone, Telex and/or Fax Party A:

Numbers and Contact Details
for Notices:

Deutsche Bank AG Frankfurt

Taunusanlage 12
Frankfurt am Main
Germany

Attn: Credit Portfolio Strategies Group

Christian Kuenzle/Karin Lehnert
Telephone: +49 (69) 910 34819/ 42298

Telefax: +49 (69) 910 34796

Email: christian.kuenzle@db.com /
karin.lehnert@db.com

39
All notices to the Calculation Agent, and copies of all notices
to Party A in relation to payments, shall be sent to:

Deutsche Bank AG London

Floor 5
20 Finsbury Circus
London EC2N 2DB
England

Attn: Credit Portfolio Strategies Group

Paul Hill / Matt Smith
Telephone: +44 20 754-77751 / +44 20 754-52747
Telefax: +44 79 515-58204 / +44 79 515-53707

Email: paul.hill@db.com / matt.smith@db.com

Party B:

All notices designated to be delivered to Party B hereunder

shall be delivered to the Paying Agent. Notices to be given to
any Noteholder (including the Designated Holder) will be
delivered only to Noteholders who, in each case, have (x)
certified in writing to the Calculation Agent and the Paying
Agent that it is the holder or the owner of a beneficial interest
in a Note (which certification shall include any information
reasonably necessary to support such certification) and (y)
provided an address for delivery of such notices to the
Calculation Agent and the Paying Agent.

With respect to any notices to be given by any Noteholder, on

behalf of Party B or otherwise, to Party A, such Noteholder
must provide satisfactory evidence to Party A of its holding of
Notes which, in the case of Notes represented by a Global
Note, is expected to be in the form of certification from
Euroclear and Clearstream. In addition, in connection with
any notice to be given by the Designated Holder to Party A,
the Designated Holder must provide satisfactory evidence to
Party A that it has been designated as the "Designated Holder"
by at least a Majority of the Notes.

If the "Seller" shall have the right to exercise any right

hereunder, such rights shall be exercisable by the Designated
Holder. Any consent, direction or other action that may be
given or taken by the Seller hereunder shall be given or taken
at the direction of the Designated Holder. Any notice that is
required to be given to the Seller hereunder shall be provided
to the Noteholders; provided that any notice or certification
provided by the Accountant shall only be provided to the
Noteholders to the extent permitted in a letter agreement
executed between the Accountant and such Noteholders.

40
 Account Settlement Details: Correspondent Bank: Deutsche Bank AG, Frankfurt
Swift code: DEUTDEFF
For the Account of: Deutsche Bank AG Frankfurt
Account number: DE94500700100002300200 (IBAN)
Reference: \BNF\Craft 2011-4R \\Attn. Treasury Frankfurt

10. Offices:

Party A: Deutsche Bank AG Frankfurt

Taunusanlage 12
Frankfurt am Main
Germany

Party B:

11. Credit Support Annex and Modifications to Credit Support Annex.

The form of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York Law
Only) (the "Credit Support Annex") shall be a Credit Support Document with respect to both
parties for the purposes of the Transaction evidenced by this Confirmation (and the parties hereto
are deemed to have entered into such Credit Support Annex as of the date hereof), and the terms
and provisions of the Credit Support Annex shall be supplemented or modified as set forth below
with respect to such Transaction.

Independent Amount: The Independent Amount applicable to Party B with

respect to the Transaction evidenced by this
Confirmation as of any Payment Date during the
Term of this Transaction shall be an amount (the
"Party B Independent Amount") equal to the
Credit Default Swap Notional Amount; provided,
however, that on the Final Redemption Date (as the
case may be), and on any Payment Date thereafter,
the Party B Independent Amount shall be equal to
the Deferred Principal Adjustment Amount (which
for this purpose shall not exceed the Credit Default
Swap Notional Amount).

For the avoidance of doubt, the Party B Independent

Amount shall not include any Fixed Amount.

On the Effective Date, Party B shall post the Party

B Independent Amount to an account with Party A
(the "Party B Collateral Account"), the details of
which have been notified by the relevant party to
the other; it being understood that, for the mutual
convenience of the parties, on such date, Party B
will Transfer to Party A EUR 39,900,000 (being the

41
 Initial Credit Default Swap Notional Amount) and
that upon such Transfer the Party B Independent
Amount will comprise the balance standing to the
credit of the Party B Collateral Account.

Exposure: For purposes of Paragraphs 3(a) and 3(b) of the

Credit Support Annex, with respect only to the
Transactions under this Confirmation, Party A's
Exposure for any Fixed Rate Payer Payment Date
shall be zero.

Credit Support Amount: The definition of "Credit Support Amount" in

Paragraph 3 of the Credit Support Annex shall be
deleted in its entirety and replaced by the following:

"Credit Support Amount" means the Party B

Independent Amount. For the avoidance of doubt,
the Party B Independent Amount shall be posted to
Party A.

Transfer Timing: For the purposes of Paragraph 4(b), Party A shall be

obligated, without any demand from Party B, to
transfer the relevant Return Amount to Party B on
each Payment Date for which a Return Amount is
determined with respect to Party A.

Threshold and Minimum

Transfer Amount: Zero; provided, however, that, notwithstanding
anything to the contrary in the Credit Support
Annex:

(i) Party B will not be required to Transfer any

Delivery Amount with respect to the Credit Support
Amount after the initial Transfer for which
provision is made herein on the Effective Date has
been effected by Party B; and

(ii) without limiting the generality of the foregoing,

Party B hereby waives, for the benefit of Party A,
any right it may have or hereafter acquire, whether
by agreement, by operation of law or otherwise, to
withdraw any portion of the balance standing to the
credit of the Party B Collateral Account, agrees not
to submit to Party A any instructions or order so to
withdraw any portion of such balance and
acknowledges that any instruction or order received
by Party A in respect of the withdrawal of any

42
 portion of such balance, whether purporting to be
given by or on behalf of Party B or otherwise, will
not be honored by Party A and that Party A will
have no liability to Party B in connection with any
such order or instruction.

Eligible Collateral: Cash (EUR); there shall be no other Eligible

Collateral.

Interest Rate: The applicable annual percentage rate determined

by the Valuation Agent (as defined in the Credit
Support Annex): (i) if Party A is the Deposit Bank,
the Base Rate or (ii) if Party A is not the Deposit
Bank, the rate of interest applied by any applicable
Deposit Bank on credit balances from time to time
to the Party B Collateral Account, in each case
using (if applicable) generally observable
information services for the Base Rate for each
period from and including any one Payment Date to
but excluding the next succeeding Payment Date.

Base Rate: For any calculation period relating to a Payment

Date, the annual percentage rate (rounded if
necessary to 5 decimal places), determined by the
Calculation Agent as if it were determining the
"Floating Rate" in accordance with the 2006 ISDA
Definitions (including Annex A thereto) as
published by ISDA (the "2006 Definitions") with
"Compounding" not specified, with such Payment
Date as the applicable "Floating Rate Payer
Payment Date", the applicable "Reset Date" and the
last day of the applicable "Calculation Period", with
"EUR-EURIBOR-Reuters " as the applicable "Rate
Option" and with three months as the applicable
"Designated Maturity" (each of the foregoing
quoted terms having the meaning ascribed
thereto in the 2006 Definitions); provided, however,
that the Base Rate for the calculation period relating
to the initial Payment Date shall be 0.224%.

43
Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this
Confirmation and returning it to us.

Yours faithfully,

DEUTSCHE BANK AG FRANKFURT

By: ____________________________________ By: ___________________________________

Name: Name:
Title: Title:

Confirmed as of the date first written above:

PARTY B

By: ____________________________________
Name:
Title:

Accepted and agreed with respect to the obligations of the Calculation Agent:

DEUTSCHE BANK AG LONDON

By: ____________________________________ By: ___________________________________

Name: Name:
Title: Title:

Accepted and agreed with respect to the obligations of the Credit Event Monitoring Agent:

DEUTSCHE BANK AG FRANKFURT

By: ____________________________________ By: ___________________________________

Name: Name:
Title: Title:

44
 Schedule A-1

Initial Reference Portfolio

[.xls file to be provided]

Schedule A-1 – Page 1

 Schedule A-2

Approved Reference Entity Group List

[.xls file to be provided]

Schedule A-2 – Page 1

 Schedule B-1

Components of the Reference Obligation List

The Reference Obligation List will contain the following items, each expressed (except as set forth
below) for each Reference Obligation as of the Effective Date (for the initial Reference Obligation List)
or each applicable Relevant Date (for each Reference Obligation List delivered on a Reference Obligation
List Delivery Date):

(a) the Portfolio Notional Amount;

(b) the DBAG identification number (the "Reference Obligation Identifier") corresponding to such
Reference Obligation;

(c) the DBAG identification number (the "Reference Entity Identifier") for each Reference Entity
corresponding to such Reference Obligation;

(d) as permitted by applicable confidentiality requirements, the DBAG identification number (the
"Reference Entity Group Identifier") for the Reference Entity Group corresponding to such
Reference Obligation;

in each case as set forth in the books and records of the relevant DBAG Group Entity;

(e) the Reference Obligation Notional Amount of such Reference Obligation, both (i) before taking into
account any Reductions, Replenishments or Resets and (ii) giving effect to all Reductions,
Replenishments and Resets;

(f) the most recent Relevant Date for such Reference Obligation;

(g) the Relevant FX Date for each Reference Obligation;

(h) the currency of denomination of each Reference Obligation;

(i) if a Reference Obligation is denominated in a currency other than EUR, the Relevant FX Rate for that
Reference Obligation;

(j) the Reference Obligation Due Date of such Reference Obligation;

(k) the Moody's Equivalent Rating and the DBAG Internal Rating, if disclosable in accordance with
confidentiality obligations binding on any relevant DBAG Group Entity under applicable law (as
determined by Party A in its sole discretion);

(l) the Moody's industry classification of the Reference Entity relating to such Reference Obligation;

(m) the country of domicile or place of incorporation of the Reference Entity relating to such Reference
Obligation;

(n) based on readily available information, whether such Reference Obligation (or a portion thereof) is
secured by collateral;

(o) details regarding Impaired Reference Obligations (to be recorded in a separate portion of the
Reference Obligation List); and

Schedule B-1 – Page 1

(p) details regarding Defaulted Reference Obligations removed from the Reference Portfolio, including
Liquidated Reference Obligations (to be recorded in a separate portion of the Reference Obligation
List).

For the foregoing purposes (and, if applicable, for the purposes of Schedule C and Schedule D
below), the following terms shall have the respective meanings set forth below:

"DBAG Internal Rating" means the credit rating assigned by DBAG to such Reference Entity
for purposes of DBAG's generally applicable internal credit evaluation and monitoring processes.

"Moody's Equivalent Rating" in relation to any Reference Entity, as of any date of

determination, will be in the following order of selection: (a) the public long term debt rating of the
Reference Entity in the following order of selection: (i) the senior unsecured rating, (ii) the corporate
family rating, (iii) the issuer rating, (iv) the bank deposit rating, provided that if such rating is on positive
watch, the Moody's Equivalent Rating is deemed to be one notch higher than the actual rating, and if such
rating is on negative watch, the Moody's Equivalent Rating is deemed to be one notch lower than the
actual rating; (b) if (a) does not apply, the respective Moody's Mapped Rating associated with the S&P
issuer credit rating (or, if the S&P issuer credit rating is not available, the S&P senior unsecured rating) of
such Reference Entity (provided that if such Reference Entity is on positive watch by S&P, such S&P
rating is deemed to be one notch higher than the actual rating, and if such rating is on negative watch by
S&P, such S&P rating is deemed to be one notch lower than the actual rating); or (c) if neither (a) or (b)
applies, the lower of (i) the respective Moody's Mapped Rating associated with its DBAG Internal Rating
(as per Annex 1 to this Schedule B) and (ii) (A) if the Reference Obligation is denominated in any
currency other than the local currency of the country in which the relevant Reference Entity's significant
operations are located and/or where the majority of its assets are situated, the Moody's Foreign Currency
Ceiling of such country or (B) if the Reference Obligation is denominated in the local currency of the
country in which the relevant Reference Entity's significant operations are located and/or where the
majority of its assets are situated, the Moody's Local Currency Guideline of such country.

Schedule B-1 – Page 2

 Annex 1

Moody's Mapping from S&P ratings and DBAG Internal Ratings

S&P rating Moody's Mapped Rating

"AAA" "Aaa"
"AA+" "Aa1"
"AA" "Aa2"
"AA-" "Aa3"
"A+" "A1"
"A" "A2"
"A-" "A3"
"BBB+" "Baa1"
"BBB" "Baa2"
"BBB-" "Baa3"
"BB+" "Ba1"
"BB" "Ba2"
"BB-" "Ba3"
"B+" "B1"
"B" "B2"
"B-" "B3"
"CCC+" "Caa1"
"CCC" "Caa2"
"CCC-" "Caa3"
"D" "Ca"

DBAG Internal Rating Moody's Mapped Rating

"iAAA" "Aaa"
"iAA+" "Aa1"
"iAA" "Aa2"
"iAA-" "Aa3"
"iA+" "A1"
"iA" "A2"
"iA-" "A3"
"iBBB+" "Baa1"
"iBBB" "Baa2"
"iBBB-" "Baa3"
"iBB+" "Ba1"
"iBB" "Ba2"
"iBB-" "Ba3"
"iB+" "B1"
"iB" "B2"
"iB-" "B3"
"iCCC+" "Caa1"
"iCCC" "Caa2"
"iCCC-" "Caa3"
"iCC+" "Ca"
"iCC" and below "Ca"

Schedule B-1 – Page 3

 Schedule B-2

Modification of the Approved Reference Entity Group List

Each Reference Entity listed with a "Reference Entity Identifier" in the .xls file attached as Schedule A-2
hereto shall be an "Approved Reference Entity" as of the Effective Date. The Approved Reference
Entity Group List set forth in Schedule A-2 may be amended from time to time after the Effective Date in
the following manner:

(a) no later than 20 Business Days prior to the Replenishment Notice Date in January or July of each
year, the Seller or the Designated Holder on behalf of Seller may notify Buyer in writing of
Reference Entities to be removed from the Approved Reference Entity Group List as of such
Replenishment Notice Date (which removed Reference Entities shall not exceed 20% of the
Reference Entities on the Approved Reference Entity Group List as of the immediately preceding
Replenishment Notice Date) (the "Removed Reference Entities"); provided, that

(i) 12 Business Days prior to such Replenishment Notice Date, Buyer shall provide written
notice to Seller and the Designated Holder, if any, of the Buyer's designation of
additional Reference Entities for inclusion in the Approved Reference Entity Group List
to replace the Removed Reference Entities; provided, that (1) the number of Reference
Entities set forth in such notice shall be equal to the product of (x) the number of
Removed Reference Entities and (y) two and (2) such additional Reference Entities may
consist of Reference Entities that were previously removed from, or rejected for inclusion
in, the Additional Reference Entity Group List so long as such removal or rejection
occurred at least 30 calendar days prior to the date of such notice, and

(ii) no later than five Business Days prior to such Replenishment Notice Date, the Seller or
the Designated Holder on behalf of Seller shall have the obligation to notify Buyer in
writing of its approval of at least one-half of the Reference Entities designated by Buyer
in accordance with clause (i) above for inclusion in the Approved Reference Entity
Group List as of such Replenishment Notice Date;

(b) upon written notice to Buyer at least five Business Days' prior to a Replenishment Notice Date,
the Seller or the Designated Holder on behalf of Seller may select new Reference Entities for
inclusion in the Approved Reference Entity Group List; and

(c) on the second calendar day of April and October of each year (or, if such day is not a Business
Day, the next succeeding Business Day), Buyer may provide written notice to Seller and the
Designated Holder, if any, of the Buyer's designation of additional Reference Entities for
inclusion in the Approved Reference Entity Group List and, no later than five Business Days after
receipt of such notice, Seller or the Designated Holder on behalf of the Seller shall have the
obligation to notify Buyer in writing of its approval or rejection of the Reference Entities
designated by Buyer for inclusion in the Approved Reference Entity Group List as of such date.

Schedule B-2 – Page 1

 Schedule C

Reference Obligation Eligibility Criteria

Each Reference Obligation, and the related Reference Entity, must satisfy the following conditions as of
the applicable Eligibility Test Date. The "Eligibility Test Date" means: (i) the Eligibility Test Date
identified in the Reference Obligation List with respect to each Reference Obligation forming part of the
Reference Portfolio on the Effective Date and (ii) the Replenishment Notice Date, in relation to an
Approved Reference Obligation which either (A) is (or is proposed to be) added to the Reference
Portfolio or (B) the Reference Obligation Notional Amount of such Reference Obligation is (or is
proposed to be) increased:

(a) the Reference Entity related to such Reference Obligation has a Moody's Equivalent Rating of at
least "B3";

(b) such Reference Obligation relates to an obligation of the relevant Reference Entity that has been
originated by the Originator in accordance with its standard credit policies and guidelines and that
is not expressly subordinate in right of payment (except with respect to liquidation preferences
with respect to pledged collateral) to other debt obligations of such Reference Entity;

(c) a Credit Event or other event which, with the giving of notice or the lapse of time (or both) would
become a Credit Event shall not have occurred in relation to such Reference Obligation;

(d) such Reference Obligation shall be, to the knowledge of the Originator, legally valid and
enforceable in accordance with its terms and applicable provisions of law; and

(e) such Reference Obligation shall not be a bond but shall be a loan, guarantee, letter of credit or
revolving credit facility (or combination of the foregoing) held by or for the benefit of any DBAG
Group Entity, as defined in the definition of "Reference Obligation".

Notwithstanding anything in this Confirmation to the contrary, any Reference Obligation included in the
Reference Obligation List with an Eligibility Test Date that is earlier than the Effective Date shall be
deemed to satisfy the Reference Obligation Eligibility Criteria as of the Effective Date.

Schedule C – Page 1
 Schedule D

Replenishment Conditions

On each Replenishment Notice Date, subject to the provisions set forth in Clause 6 above:

(A) no individual Reference Entity Group has an aggregate Reference Obligation Notional Amount
that represents a percentage of the Initial Portfolio Notional Amount that exceeds the greater of:

(i) the percentage shown in the table below (based on the Moody's Equivalent Rating of the
highest rated Reference Entity within the Reference Entity Group, subject to the proviso
below);

Moody's Equivalent Percentage of Initial Portfolio

Rating Notional Amount
"A3" and above 2.25%
"Baa1" to "Baa3" 1.75%
"Ba1" 1.25%
"Ba2" to "Ba3" 1.00%
"B1" 0.60%
"B2" to "B3" 0.45%

(ii) the actual percentage of the Initial Portfolio Notional Amount on the Effective Date, or
such other percentage of the Initial Portfolio Notional Amount communicated in writing
by Seller or the Designated Holder on behalf of Seller, that the aggregate Reference
Obligation Notional Amount for such Reference Entity Group comprises; provided, that
any Reference Entity Group that consists of Approved Reference Entities shall be
deemed to comply with this clause (A);

provided that if the Moody's Equivalent Rating of any one or more Reference Entities within the
Reference Entity Group is the same as or lower than the Moody's Equivalent Rating of any other
Reference Entity within the same Reference Entity Group, then

(1) all such Reference Entities with the same such rating may not have an aggregate
Reference Obligation Notional Amount that represents a percentage of the Initial
Portfolio Notional Amount that exceeds the applicable percentage specified
above;

(2) all such lower-rated Reference Entities may not have an aggregate Reference
Obligation Notional Amount that represents a percentage of the Initial Portfolio
Notional Amount that exceeds the applicable percentage specified above; and

(3) all such higher-rated Reference Entities may not have an aggregate Reference
Obligation Notional Amount that represents a percentage of the Initial Portfolio
Notional Amount that exceeds a percentage equal to (i) the applicable percentage
specified above minus (ii) the percentage of the Initial Portfolio Notional
Amount represented by the sum, for all such lower-rated Reference Entities, of
the aggregate of the Reference Obligation Notional Amounts of the lower-rated
Reference Entities within the same Reference Entity Group;

Schedule D – Page 1
 it being understood that the foregoing sub-paragraphs (1), (2) and (3) shall apply
independently in relation to each Reference Entity within the same Reference Entity
Group;

(B) the Portfolio Notional Amount does not exceed the Maximum Portfolio Notional Amount;

(C) the maximum aggregate Reference Obligation Notional Amounts for which the Reference Entity
is organized in: (i) countries other than the United States shall not exceed 80% of the Initial
Portfolio Notional Amount and (ii) any one non-U.S. country shall not exceed 10% of the Initial
Portfolio Notional Amount (except that (1) the United Kingdom and Germany may each be up to
25% of the Initial Portfolio Notional Amount), (2) France may be up to 20% of the Initial
Portfolio Notional Amount and (3) the Netherlands and Canada may each be up to 15% of the
Initial Portfolio Notional Amount);

(D) the aggregate Reference Obligation Notional Amount of all Reference Obligations owed by
Reference Entities belonging to (1) the largest Moody's industry shall not exceed 25% of the
Initial Portfolio Notional Amount; (2) each of the second, third and fourth largest Moody's
industries shall not exceed 15% of the Initial Portfolio Notional Amount; and (3) any Moody's
industry other than the four largest Moody's industries shall not exceed 12% of the Initial
Portfolio Notional Amount;

(E) the Moody's Weighted Average Rating Factor of the Reference Portfolio after giving effect to all
Reductions and proposed Replenishments on such Replenishment Notice Date is not greater than
650; provided, that if the Moody's Weighted Average Rating Factor of the Reference Portfolio
after giving effect to all Reductions on such Replenishment Notice Date is greater than 650, the
proposed Replenishments shall not cause the degree of non-compliance to worsen;

(F) the aggregate Reference Obligation Notional Amount of all Reference Obligations attributable to
Reference Entities with Moody's Equivalent Ratings of "Ba1" or below, determined, with respect
to each Reference Entity, as of the most recent Relevant Date corresponding to each Reference
Obligation attributable to such Reference Entity (any such Reference Obligation, a "Below
Investment Grade Reference Obligation") shall not exceed 20% of the Initial Portfolio
Notional Amount; and

(G) [Reserved].

The conditions specified above will not be applicable as follows, except that clause (A) above shall apply
in the case of clause (x) below:

(x) (1) If a Reference Obligation (the "Original Reference Obligation") is partially or fully
matured, expired, prepaid or cancelled (as such terms are commonly used), then Buyer may elect to
maintain the unmatured, unexpired, unpaid or uncancelled portion of such Reference Obligation in the
Reference Portfolio and substitute another obligation of the applicable Reference Entity that satisfies the
Reference Obligation Eligibility Criteria other than clauses (a) and (c) thereof (the "Substitute Reference
Obligation") for the matured, expired, prepaid or cancelled portion of such Reference Obligation;
provided, that (a) the sum of the remaining Reference Obligation Notional Amount of the Original
Reference Obligation and the Reference Obligation Notional Amount of the Substitute Reference
Obligation is less than or equal to the Reference Obligation Notional Amount of the Original Reference
Obligation, calculated immediately prior to giving effect to such maturity, expiration, prepayment or
cancellation; and (b) for the avoidance of doubt, the date of such election shall be the Relevant Date for
such Substitute Reference Obligation;

Schedule D – Page 2
 (2) if a Reference Obligation (the "Refinanced Reference Obligation") is partially or
fully refinanced (whether prior to, on or after the date on which the Refinanced Reference Obligation
becomes due and payable) by one or more other loan or credit facilities to the same Reference Entity (or a
successor in interest) that satisfy the Reference Obligation Eligibility Criteria other than clauses (a) and
(c) thereof (any such facility, a "Replacement Reference Obligation"), then Buyer may elect to include
any such Replacement Reference Obligation(s) in the Reference Portfolio at an aggregate Reference
Obligation Notional Amount up to an amount equal to the Reference Obligation Notional Amount of the
Refinanced Reference Obligation and the Reference Obligation Notional Amount of such Refinanced
Reference Obligation shall be reduced accordingly and, for the avoidance of doubt, the date of such
election shall be the Relevant Date for such Replacement Reference Obligation; and

(3) if a Reference Obligation is renewed or extended (as such terms are commonly used),
then, provided that such Reference Obligation continues to satisfy the Reference Obligation Eligibility
Criteria other than clauses (a) and (c) thereof, Buyer may elect to maintain such Reference Obligation in
the Reference Portfolio;

and in each such case any Substitute Reference Obligation, Replacement Reference Obligation or
Reference Obligation that is so renewed or extended may remain in the Reference Portfolio from the
Relevant Date specified in a written notice from Buyer to Seller until the related Reference Obligation
Due Date.

(y) If, subsequent to its inclusion in the Reference Portfolio, any purported Reference
Obligation is determined not to comply with the applicable Reference Obligation Eligibility Criteria or
the applicable Replenishment Conditions (in each case determined as of the applicable Eligibility Test
Date), the inclusion of the purported Reference Obligation in the Reference Portfolio (and any Credit
Event Notice given in relation to that purported Reference Obligation) will be treated as not having been a
valid inclusion (or a valid Credit Event Notice) and be of no effect for any purpose, but in each case only
to the extent of the Reference Obligation Notional Amount associated with such non-compliance.
Following the discovery of any such non-compliance, Buyer will remove the relevant Reference
Obligation (or part of the Reference Obligation Notional Amount thereof) from the Reference Portfolio
and such removal shall be treated as a Reduction, as provided for above. Notwithstanding the foregoing
provisions of this clause (y), if a Reference Obligation is removed from the Reference Portfolio pursuant
to this clause (y) and such removal results in retroactive non-compliance with the Replenishment
Conditions by another Reference Obligation in the Reference Portfolio, Buyer may substitute other
obligations for the Reference Obligation removed pursuant to this clause, subject to the Replenishment
Conditions and Reference Obligation Eligibility Criteria being satisfied; provided that this clause (y) will
not require the removal of such other Reference Obligation from the Reference Portfolio.

(z) If the Guarantee Undrawn Amount with respect to any Defaulted Reference Obligation is
drawn upon, the amount of any related Guarantee Reimbursement Obligation (or increase therein) arising
in connection therewith after the Event Determination Date shall be deemed a part of the Defaulted
Reference Obligation without any approval of Seller, whether or not the Reference Obligation Eligibility
Criteria or the Replenishment Conditions were satisfied at the time of drawing (so long as the Reference
Obligation Eligibility Criteria and the Replenishment Conditions, if applicable, were satisfied on the
applicable Eligibility Test Date).

With respect to Replenishment Condition (E):

"Moody's Weighted Average Rating Factor" is determined by summing the products obtained by
multiplying the Reference Obligation Notional Amount of each Reference Obligation (excluding all
Defaulted Reference Obligations and Liquidated Reference Obligations) by the Moody's Equivalent

Schedule D – Page 3
Rating Factor applicable to the related Reference Entity, dividing the sum by the aggregate of the
Reference Obligation Notional Amounts of such Reference Obligations (excluding all Defaulted
Reference Obligations and Liquidated Reference Obligations) and rounding the sum so divided to the
nearest integer.

"Moody's Equivalent Rating Factor" means, in relation to any Reference Entity, as of any date of
determination, the Moody's Rating Factor associated with the Moody's Equivalent Rating (as set out in
the following table) for such Reference Entity.

Moody's Equivalent Moody's Equivalent

Rating Rating Factor

"Aaa" 1

"Aa1" 10

"Aa2" 20

"Aa3" 40

"A1" 70

"A2" 120

"A3" 180

"Baa1" 260

"Baa2" 360

"Baa3" 610

"Ba1" 940

"Ba2" 1,350

"Ba3" 1,766

"B1" 2,220

"B2" 2,720

"B3" 3,490

"Caa1" 4,770

"Caa2" 6,500

"Caa3" 8,070

Schedule D – Page 4
 "Ca" 10,000

Notwithstanding anything in this Confirmation to the contrary, any Reference Obligation

included in the Reference Obligation List with an Eligibility Test Date that is earlier than the Effective
Date shall be deemed to satisfy the Replenishment Conditions as of the Effective Date.

Schedule D – Page 5
 Schedule E

Collateral Allocation Principles

A Defaulted Reference Obligation may be secured by collateral (or a portion thereof) which may from
time to time be held or acquired by the relevant DBAG Group Entity for its own benefit or by a third
party for the benefit of such entity and in each case, if applicable, for the benefit of third parties, generally
on a pro rata basis (the "Reference Collateral"). The Reference Collateral shall not include collateral (or
any portion thereof) held solely for the benefit of third parties (and not for the benefit of any DBAG
Group Entity). Together with such Defaulted Reference Obligation, such Reference Collateral may from
time to time also secure (i) any other payment claims of such entity (including other Reference
Obligations) and/or (ii) payment claims transferred from time to time by such entity together with a pro
rata benefit from such Reference Collateral (in each case, a "Reference Collateral Pool").

For the purpose of the determination of Actual Recoveries any proceeds of a Reference Collateral Pool
securing one or more Defaulted Reference Obligations, or the relevant portion thereof held for the benefit
of DBAG Group Entities, as applicable, shall (except as specified below) be allocated to reduce the
outstanding amount of such Defaulted Reference Obligations as follows:

(i) if, pursuant to the records of the relevant DBAG Group Entity, any Reference Collateral
is allocated to any particular claim or claims and such Reference Collateral, at any time
after the Relevant Date, is relevant for the calculation of regulatory capital and reserves
of any DBAG Group Entity or other regulatory purposes with respect to such claim or
claims under the applicable capital adequacy laws and regulations in effect on the Event
Determination Date, including pursuant to Principle I (Grundsatz I) of the Principles on
Own Capital and Liquidity of Banking Institutions (Grundsätze über das Eigenkapital
und die Liquidität der Kreditinstitute) of January 20, 1969, as amended, modified or
supplemented from time to time, the proceeds of such Reference Collateral shall be
allocated in accordance with such collateral allocation in the records of the relevant
DBAG Group Entity and

(ii) with respect to any Reference Collateral forming part of a Reference Collateral Pool not
allocated pursuant to the immediately preceding clause (i), a portion of the proceeds from
such Reference Collateral shall be allocated to the relevant Defaulted Reference
Obligation(s) (in each such case, the "Reference Collateral Share") in proportion to the
ratio between:

(A) the Defaulted Notional Principal Amount(s) of the relevant Defaulted Reference
Obligation(s) secured by such Reference Collateral on the date of determination;
and

(B) the outstanding principal amount, on such date, of all payment claims (including
contingent claims) secured by such Reference Collateral, in each case converted
to EUR, if necessary, at the exchange rate applicable at the time the relevant
proceeds are received by the relevant DBAG Group Entity.

The Reference Collateral Share may change from time to time, as the claims of the relevant DBAG Group
Entity secured by the Reference Collateral Pool may be redeemed and new claims secured by such
Reference Collateral Pool created.

Schedule E – Page 1
494612_14.doc
With respect to any Reference Obligation that is a syndicated loan or in respect of which claims on a
Reference Collateral Pool must be shared with other creditors, the principles set forth above will not
apply and instead the principles applicable to all such creditors alike will apply.

Allocation of Payments with respect to non-syndicated Reference Obligations

(a) Subject to any binding allocation of a payment to a particular obligation by the relevant payer or
pursuant to applicable law and subject to the provisions herein, in the event that the relevant DBAG
Group Entity receives a payment on a Reference Obligation which is not a syndicated Reference
Obligation, or a payment on any other payment obligation of the Reference Entity in relation to such
Reference Obligation that is not subordinate in right of payment to the Reference Obligation, and such
payment is less than the total amount then due under such Reference Obligation, and such other
obligations, the payment received shall be allocated for the purposes of determining Actual Recoveries in
the proportion that the Reference Obligation Notional Amount of the related Reference Obligation bears
to the actual outstanding principal amounts of such other obligations.

(b) Prior to the occurrence of a Credit Event in respect of a Reference Obligation, the Calculation Agent
may allocate the payments received and allocated to such Reference Obligation to the interest due on, the
principal of, the costs and expenses in respect of and/or any other obligations under such Reference
Obligation in accordance with the credit and collection policies of DBAG.

(c) Subject to any binding allocation of a payment to a particular obligation by the relevant payer or
pursuant to applicable law, any payments allocated to a Reference Obligation pursuant to (a) above after
the occurrence of a Credit Event with respect to such Reference Obligation shall be allocated first to
reduce the outstanding principal amount of such Reference Obligation, second, only after the outstanding
principal amount has been repaid in full, to pay accrued and unpaid interest with respect to such
Reference Obligation and third, to costs and expenses with respect to such Reference Obligation.

Allocation of Payments with respect to syndicated Reference Obligations

With respect to syndicated Reference Obligations, any payments received by the Agent Bank with respect
to a Reference Obligation shall be allocated by such Agent Bank to the related Reference Obligation
pursuant to the related Reference Obligation documentation, and, for the avoidance of doubt, to the extent
not superseded by any contractual arrangements, applicable provisions of law. Such allocation by the
Agent Bank of any payment to a Reference Obligation will be binding on the Calculation Agent for the
purposes of determining Actual Recoveries. If a Credit Event has occurred with respect to the Reference
Obligation, such amounts received by the relevant entity within the DBAG Group shall be allocated first
to reduce the outstanding principal amount of such Reference Obligation, second, only after the
outstanding principal amount has been repaid in full, to pay accrued and unpaid interest with respect to
such Reference Obligation and third, to costs and expenses with respect to such Reference Obligation.

Allocation of Foreclosure Proceeds with respect to non-syndicated Reference Obligations

(a) For the purposes of determining Actual Recoveries any proceeds of any Reference Collateral securing
one or more Reference Obligations which do not arise from syndicated Reference Obligations, after
deduction of reasonable fees, disbursements, costs and expenses (excluding internal costs and expenses of
the relevant Servicer) payable or incurred in connection with foreclosure on such Reference Collateral,
shall be allocated to reduce the outstanding principal amount of such Reference Obligations as follows:

(i) if, pursuant to the records of the DBAG Group or any contractual or legal obligations of the
relevant DBAG Group Entity, any Reference Collateral is allocated to any particular obligation or

Schedule E – Page 2
 obligations or such Reference Collateral, at any time after the Effective Date, is relevant for the
calculation of regulatory capital and reserves of the DBAG Group or other regulatory purposes
with respect to such obligation or obligations under the applicable capital adequacy laws and
regulations, in particular, pursuant to Principle I (Grundsatz I) of the German Principles
concerning Own Funds and Liquidity of Institutions (Grundsätze über die Eigenmittel und die
Liquidität der Kreditinstitute) of January 20, 1969, as amended or replaced from time to time, the
net proceeds of such Reference Collateral shall be allocated in accordance with such records of
the DBAG Group, contractual or legal obligations of the relevant DBAG Group Entity or
regulatory requirements, as applicable, and

(ii) with respect to any Reference Collateral also securing obligations other than Reference
Obligations and not allocated pursuant to (i) above, a portion of the net proceeds from such
Reference Collateral shall be allocated to the relevant Reference Obligation(s); such portion shall
represent the ratio between:

(A) the Reference Obligation Notional Amount (or the aggregate thereof) at such time of the
relevant Reference Obligation(s) secured by such Reference Collateral and

(B) the actual outstanding principal amount, at such time of all payment obligations
(including contingent obligations) secured by such Reference Collateral.

(b) Payments to DBAG Group Entities which are made to redeem the Reference Collateral which does
not relate to a Reference Obligation arising from a syndicated Reference Obligation shall be deemed to be
proceeds from foreclosure on such Reference Collateral. After the occurrence of a Credit Event in respect
of a Reference Obligation which does not arise from a syndicated Reference Obligation, payments
received on an obligation secured by the same Reference Collateral as such Reference Obligation shall be
allocated to such Reference Obligation regardless of the due date of such obligations, subject only to any
binding allocation of a payment to a particular obligation by the relevant payer or pursuant to applicable
law. Otherwise, payments received shall be allocated as described in "Allocation of Payments with
respect to non-syndicated Reference Obligations" above.

Subject to any binding allocation of a payment to a particular obligation by the relevant payer or pursuant
to applicable law after the occurrence of a Credit Event with respect to a particular Reference Obligation
other than a syndicated Reference Obligation any proceeds from the foreclosure of the Reference
Collateral allocated to such Reference Obligation as described in this provision ("Allocation of
Foreclosure Proceeds with respect to non-syndicated Reference Obligations"), shall be allocated first to
reduce the outstanding principal amount of such Reference Obligation, second, only after the outstanding
principal amount has been repaid in full, to pay accrued and unpaid interest with respect to such
Reference Obligation and third, to costs and expenses with respect to such Reference Obligation.

Allocation of Foreclosure Proceeds with respect to syndicated Reference Obligations

Any proceeds received with respect to any Reference Collateral securing a syndicated Reference
Obligation shall be allocated by the Calculation Agent to the Reference Obligation in accordance with the
allocation of the relevant Agent Bank pursuant to the underlying Reference Obligation documentation,
and, for the avoidance of doubt, to the extent not superseded by any contractual arrangements, pursuant to
applicable law. Such allocation by the Agent Bank of any proceeds to a Reference Obligation will be
binding on the Calculation Agent for the purposes of determining Actual Recoveries. If a Credit Event
has occurred with respect to such Reference Obligation relating to, such proceeds received by the relevant
entity within the DBAG Group, after deduction of reasonable fees, disbursements, costs and expenses
(excluding internal costs and expenses of the relevant DBAG Servicer) payable or incurred in connection

Schedule E – Page 3
with foreclosure on such Reference Collateral, shall be allocated by the Calculation Agent first to reduce
the outstanding principal amount of such Reference Obligation, second, only after the outstanding
principal amount has been repaid in full, to pay accrued and unpaid interest with respect to such
Reference Obligation and third, to costs and expenses with respect to such Reference Obligation.

Schedule E – Page 4
 APPENDIX II

REFERENCE OBLIGATION LIST

App. I-E-9
Deutsche Bank AG
CRAFT 2011-4R
Reference Registry
Strictly Private and Confidential
2-Dec-14 600,000,000 570,995,763 629,004,237 600,000,000

Effective
Previous Reference Prior Reference Notice Reference Reference Defaulted /
Reference Reference Obligation Notional Obligation Obligation Notional Obligation Notional Reference Moody's Moody's Country of Organization Liquidated
Entity Entity Group Amount Notional Amount Amount Amount Eligibility Test Relevant FX Outstanding Relevant FX Obligation Equivalent Industry or Principal Place of Impaired Reference Reference
Reference Obligation Identifier Identifier Identifier Reference Entity Reference Entity Group (EUR) (EUR) (EUR) (EUR) Relevant Date Date Date Currency Rate Due Date Rating Group Code Moody's Industry Group Business Secured / Unsecured Obligation Obligation
01569870 DBNY 601258PJFHF 6730526 6730526 BUCKEYE PARTNERS LP BUCKEYE PARTNERS LP 14,000,000 14,000,000 14,000,000 14,000,000 28-Oct-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 27 Cargo Transport UNITED STATES OF AMER Senior unsecured
01556380 DBLUXL7052EPORLU 5621935 2967 CARL ZEISS AG CARL-ZEISS-STIFTUNG 14,000,000 14,000,000 14,000,000 14,000,000 3-Sep-14 31-Oct-11 31-Oct-14 EUR 1.0000 22-Oct-17 13 Electronics GERMANY Senior unsecured
01367740 DBNY 601258PJFHF 5544687 5544687 FLOWERS FOODS INC FLOWERS FOODS INC 13,700,000 13,700,000 13,700,000 13,700,000 5-Dec-12 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 4 Beverage, Food and Tobacco UNITED STATES OF AMER Senior unsecured
01568920 DBLUXL1856EPORLU 6701950 6701950 HEXAGON AB HEXAGON AB 12,500,000 12,500,000 12,500,000 12,500,000 28-Oct-14 31-Oct-11 31-Oct-14 EUR 1.0000 22-Oct-17 5 Buildings and Real Estate SWEDEN Senior unsecured
01374770 DBLUXL7052EPORLU 581551 581551 MOL MAGYAR OLAJ- ES GAZIPARI RESZVENYTMOL MAGYAR OLAJ- ES GAZIPARI RESZVENY 12,000,000 12,000,000 12,000,000 12,000,000 31-Oct-11 31-Oct-11 31-Oct-14 EUR 1.0000 10-Jun-16 Ba2 27 Cargo Transport HUNGARY Senior unsecured
01451320 DBLONGBEPM0PORLN 5249832 6121303 BG ENERGY HOLDINGS LIMITED BG GROUP PLC 11,936,425 11,936,425 11,936,425 11,936,425 5-Dec-12 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 A2 24 Oil and Gas GREAT BRITAIN Senior unsecured
01369200 DBNY 601258PJFHF 855 103031 GENERAL ELECTRIC CAPITAL CORPORATION GENERAL ELECTRIC COMPANY 11,250,000 11,250,000 11,250,000 11,250,000 5-Dec-12 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 A1 25 Personal, Food and Miscellaneous UNITED STATES OF AMER Senior unsecured
01539750 DBNY 601258PJFHF 7623292 7623292 DCP MIDSTREAM LLC DCP MIDSTREAM LLC 10,500,000 10,500,000 10,500,000 10,500,000 28-May-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 32 Utilities UNITED STATES OF AMER Senior unsecured
01543440 DBNY 601258PJFHF 965901 965901 DOMINION RESOURCES INC DOMINION RESOURCES INC 10,500,000 10,500,000 10,500,000 10,500,000 26-Jun-14 26-Jun-12 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 32 Utilities UNITED STATES OF AMER Senior unsecured
01481700 DBLUXL1856EPORLU 1116201 1116201 ELEKTA AB PUBL ELEKTA AB PUBL 10,500,000 10,500,000 10,500,000 10,500,000 5-Sep-13 5-Sep-13 31-Oct-14 EUR 1.0000 22-Oct-17 13 Electronics SWEDEN Senior unsecured
01468490 DBLONGBBIEEPORT 8013233 7783435 ARQIVA FINANCING NO,1 LIMITED ARQIVA BROADCAST HOLDINGS LIMITED 10,500,000 10,500,000 10,500,000 10,500,000 2-Dec-13 2-Dec-13 31-Oct-14 GBP 1.2769 22-Oct-17 29 Telecommunications GREAT BRITAIN Senior unsecured
01508780 561671 561671 ASSICURAZIONI GENERALI SPA ASSICURAZIONI GENERALI SPA 10,500,000 10,500,000 10,500,000 10,500,000 2-Dec-13 2-Dec-13 31-Oct-14 EUR 1.0000 30-May-16 Baa2 20 Corporate - Insurance ITALY Senior unsecured
01490600 DBNY 601258PJFHF 1069521 1069521 THERMO FISHER SCIENTIFIC INC THERMO FISHER SCIENTIFIC INC 10,500,000 10,500,000 10,500,000 10,500,000 7-Mar-14 7-Mar-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 13 Electronics UNITED STATES OF AMER Senior unsecured
01562720 DBNY 601258PJFHF 7069690 1364031 BROOKFIELD INFRASTRUCTURE PARTNERS L BROOKFIELD ASSET MANAGEMENT INC 10,500,000 10,500,000 10,500,000 10,500,000 3-Sep-14 7-May-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa1 32 Utilities BERMUDAS Senior unsecured
01527970 DBNY 601258PJFHF 863 863 KELLOGG COMPANY KELLOGG COMPANY 10,300,000 10,300,000 10,300,000 10,300,000 30-Oct-14 30-Oct-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 4 Beverage, Food and Tobacco UNITED STATES OF AMER Senior unsecured
01375670 DBHK 433000HIAS 959091 803841 SWIRE FINANCE LTD SWIRE PACIFIC LTD 10,000,000 - - - 31-Oct-11 31-Oct-11 31-Oct-14 HKD 0.1029 17-Jun-16 3 Banking HONG KONG Senior unsecured
01380410 DBNY 601258PJFHF 6924720 6635209 TC PIPELINES LP TRANSCANADA CORPORATION 10,000,000 10,000,000 10,000,000 10,000,000 5-Dec-12 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 32 Utilities UNITED STATES OF AMER Senior unsecured
01407570 DBTOR601271HITOR 21491 21491 BARRICK GOLD CORPORATION BARRICK GOLD CORPORATION 10,000,000 - - - 28-Jul-14 28-Jul-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 23 Mining, Steel, Iron and Non Precious Metals CANADA Senior unsecured
01497550 DBLUXL7052EPORLU 3811 3811 AKZO NOBEL NV AKZO NOBEL NV 10,000,000 10,000,000 10,000,000 10,000,000 28-Jul-14 28-Jul-14 31-Oct-14 EUR 1.0000 22-Oct-17 Baa1 6 Chemicals, Plastics and Rubber NETHERLANDS Senior unsecured
01413160 DBLONGBEPM0PORLN 6546793 6546793 NATIONAL GRID PLC NATIONAL GRID PLC 10,000,000 10,000,000 10,000,000 10,000,000 30-Oct-14 30-Oct-14 31-Oct-14 GBP 1.2769 27-Jul-17 Baa1 32 Utilities GREAT BRITAIN Senior unsecured
01435120 DBLONGBFVE0IFDBL 1087641 1087641 CENTRICA PLC CENTRICA PLC 10,000,000 10,000,000 10,000,000 10,000,000 30-Oct-14 30-Oct-14 31-Oct-14 USD 0.7981 3-Jul-17 A3 32 Utilities GREAT BRITAIN Senior unsecured
01413430 DBLONGBJPM0PORLN 6115572 596921 EASTERN POWER NETWORKS PLC CHEUNG KONG (HOLDINGS) LTD 9,626,857 9,626,857 9,626,857 9,626,857 26-Jun-12 26-Jun-12 31-Oct-14 GBP 1.2769 7-Feb-17 Baa1 32 Utilities GREAT BRITAIN Senior unsecured
01546490 DBLUXL7052EPORLU 7406 3522 BANQUE PSA FINANCE SA PEUGEOT SA 9,500,000 9,500,000 9,500,000 9,500,000 26-Jun-14 31-Oct-11 31-Oct-14 EUR 1.0000 11-Jan-16 Ba1 3 Banking FRANCE Senior unsecured
01534130 DBLUXL7052EPORLU 6947517 6947517 BRENNTAG AG BRENNTAG AG 9,362,500 9,362,500 9,362,500 9,362,500 7-May-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Ba1 14 Finance GERMANY Senior unsecured
01484730 DBLUXL7052EPORLU 581621 581621 NORILSK NICKEL NORILSK NICKEL 9,079,065 9,079,065 9,079,065 9,079,065 8-Oct-13 8-Oct-13 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 23 Mining, Steel, Iron and Non Precious Metals RUSSIA Senior unsecured
01544750 DBNY 601258PJFHF 7840012 7840012 KRAFT FOODS GROUP, INC. KRAFT FOODS GROUP, INC. 8,500,000 8,500,000 8,500,000 8,500,000 26-Jun-14 5-Nov-12 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 4 Beverage, Food and Tobacco UNITED STATES OF AMER Senior unsecured
01462240 DBLUXL7052EPORLU 6045369 6045369 AREVA SA AREVA SA 8,000,000 8,000,000 8,000,000 8,000,000 7-May-14 7-May-14 31-Oct-14 EUR 1.0000 22-Oct-17 Ba1 22 Machinery (Non-Agriculture, Non-Construction, Non-Electronic) FRANCE Senior unsecured
9010600361008 6026886 6550297 GTECH SPA B&D HOLDING DI MARCO DRAGO & C. SAPA 7,681,870 7,681,870 7,681,870 7,681,870 8-Oct-13 8-Oct-13 31-Oct-14 EUR 1.0000 18-Dec-15 Ba1 21 Leisure, Amusement, Entertainment ITALY Senior unsecured
01463490 DBLUXL1856EPORLU 1100311 1100311 ERAMET SA ERAMET SA 7,200,000 7,200,000 7,200,000 7,200,000 1-Apr-13 1-Apr-13 31-Oct-14 EUR 1.0000 22-Oct-17 23 Mining, Steel, Iron and Non Precious Metals FRANCE Senior unsecured
01386170 DBLUXL7052EPORLU 5610477 5610477 BILFINGER SE BILFINGER SE 7,000,000 7,000,000 7,000,000 7,000,000 31-Oct-11 31-Oct-11 31-Oct-14 EUR 1.0000 8-Aug-16 Baa1 5 Buildings and Real Estate GERMANY Senior unsecured
01559840 DBNY 126787PJFHF 5276455 5276455 EDWARDS LIFESCIENCES CORPORATION EDWARDS LIFESCIENCES CORPORATION 7,000,000 7,000,000 7,000,000 7,000,000 3-Sep-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 13 Electronics UNITED STATES OF AMER Senior unsecured
01453160 DBNY 601258PJFHF 814591 7753439 CELULOSA ARAUCO Y CONSTITUCION SA GRUPO ANGELINI 7,000,000 7,000,000 7,000,000 7,000,000 17-May-13 17-May-13 31-Oct-14 USD 0.7981 13-Nov-15 Baa3 7 Containers, Packaging and Glass CHILE Senior unsecured
01461470 DBLONGBEPM0PORLN 5240 5240 ELECTRICITY SUPPLY BOARD ELECTRICITY SUPPLY BOARD 6,608,435 6,608,435 6,608,435 6,608,435 8-Nov-13 8-Nov-13 31-Oct-14 EUR 1.0000 22-Oct-17 Baa1 32 Utilities IRELAND Senior unsecured
01504380 DBNY 601258PJFHF 6567508 572901 AVIATION CAPITAL GROUP CORP PACIFIC MUTUAL HOLDING COMPANY 6,558,130 6,558,130 6,558,130 6,558,130 8-Nov-13 8-Nov-13 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 25 Personal, Food and Miscellaneous UNITED STATES OF AMER Senior unsecured
01300640 DBTOR129227HITOR 6758761 6758761 CGI GROUP INC CGI GROUP INC 6,250,000 6,250,000 6,250,000 6,250,000 27-Dec-11 27-Dec-11 31-Oct-14 CAD 0.7080 22-Oct-17 25 Personal, Food and Miscellaneous CANADA Senior unsecured
01389900 AUHLD480105AUHLD 7758452 6271990 AUSTRALAND PROPERTY LIMITED AUSTRALAND HOLDINGS LIMITED 6,000,000 6,000,000 6,000,000 6,000,000 31-Oct-11 31-Oct-11 31-Oct-14 AUD 0.7016 5-Jan-15 5 Buildings and Real Estate AUSTRALIA Senior unsecured
01388600 BTC 122548PORT 7470295 7470295 QEP RESOURCES, INC. QEP RESOURCES, INC. 6,000,000 6,000,000 6,000,000 6,000,000 31-Oct-11 31-Oct-11 31-Oct-14 USD 0.7981 25-Aug-16 Ba1 24 Oil and Gas UNITED STATES OF AMER Senior unsecured
01527930 DBNY 601258PJFHF 6698202 6698202 GLOBAL PAYMENTS INC GLOBAL PAYMENTS INC 6,000,000 6,000,000 6,000,000 6,000,000 25-Mar-14 5-Dec-12 31-Oct-14 USD 0.7981 22-Oct-17 25 Personal, Food and Miscellaneous UNITED STATES OF AMER Senior unsecured
01518530 DBLUXL1856EPORLU 955841 955841 UCB SA UCB SA 6,000,000 6,000,000 6,000,000 6,000,000 7-Mar-14 7-Mar-14 31-Oct-14 EUR 1.0000 22-Oct-17 17 Healthcare, Education and Childcare BELGIUM Senior unsecured
01512810 DBSP 433000HIAS 7432089 7250 CHINA RESOURCES CEMENT HOLDINGS LIMIT CHINA RESOURCES (HOLDINGS) COMPANY L 5,620,000 5,620,000 5,620,000 5,620,000 2-Jul-13 2-Jul-13 31-Oct-14 CNH 0.1305 30-May-16 5 Buildings and Real Estate CAYMAN ISLANDS Senior unsecured
01362300 DBLUXLXFVEEFVOLU 2610 6708712 SOCIETE AIR FRANCE AIR FRANCE - KLM SA 5,588,822 5,588,822 5,588,822 5,588,822 31-Oct-11 31-Oct-11 31-Oct-14 EUR 1.0000 4-Apr-16 31 Personal Transportation FRANCE Senior unsecured
01525250 DBNY 601258PJFHF 7233921 7233921 CAREFUSION CORPORATION CAREFUSION CORPORATION 5,500,000 5,500,000 5,500,000 5,500,000 25-Feb-14 27-Dec-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 13 Electronics UNITED STATES OF AMER Senior unsecured
01571470 DBLUXL1856EPORLU 1076791 1076711 VITOL SA VITOL HOLDING BV 5,500,000 5,500,000 5,500,000 5,500,000 28-Oct-14 7-Jun-13 31-Oct-14 USD 0.7981 16-Oct-17 6 Chemicals, Plastics and Rubber SWITZERLAND Senior unsecured
01462240 DBLUXL7052EPORLU 6045369 6045369 AREVA SA AREVA SA 5,460,341 5,460,341 5,460,341 5,460,341 13-Jun-14 13-Jun-14 31-Oct-14 EUR 1.0000 22-Oct-17 Ba1 22 Machinery (Non-Agriculture, Non-Construction, Non-Electronic) FRANCE Senior unsecured
01416890 DBLONGBEPM0PORLN 6426 7277915 UNITED UTILITIES PLC UNITED UTILITIES GROUP PLC 5,300,000 5,300,000 5,300,000 5,300,000 1-Apr-13 1-Apr-13 31-Oct-14 GBP 1.2769 2-Mar-17 Baa1 32 Utilities GREAT BRITAIN Senior unsecured
01525370 DBLONGBEPM0PORLN 828 828 J SAINSBURY PLC J SAINSBURY PLC 5,282,904 5,282,904 5,282,904 5,282,904 25-Mar-14 31-Oct-11 31-Oct-14 GBP 1.2769 22-Oct-17 28 Retail Stores GREAT BRITAIN Senior unsecured
01558280 DBLUXL7052EPORLU 6615867 722091 ANGLOGOLD ASHANTI HOLDINGS PLC ANGLOGOLD ASHANTI LIMITED 5,200,000 5,200,000 5,200,000 5,200,000 3-Sep-14 3-Sep-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 11 Diversified Natural Resources, Precious GREAT BRITAIN Senior unsecured
01525250 DBNY 601258PJFHF 7233921 7233921 CAREFUSION CORPORATION CAREFUSION CORPORATION 5,000,000 5,000,000 5,000,000 5,000,000 25-Feb-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 13 Electronics UNITED STATES OF AMER Senior unsecured
01476570 DBNY 601258PJFHF 6562971 6562971 CELGENE CORPORATION CELGENE CORPORATION 5,000,000 5,000,000 5,000,000 5,000,000 17-May-13 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 6 Chemicals, Plastics and Rubber UNITED STATES OF AMER Senior unsecured
01476570 DBNY 601258PJFHF 6562971 6562971 CELGENE CORPORATION CELGENE CORPORATION 5,000,000 5,000,000 5,000,000 5,000,000 17-May-13 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 6 Chemicals, Plastics and Rubber UNITED STATES OF AMER Senior unsecured
01337010 DBLUXL7052EPORLU 1514901 1514901 GROUPAMA SA GROUPAMA SA 5,000,000 5,000,000 5,000,000 5,000,000 31-Oct-11 31-Oct-11 31-Oct-14 EUR 1.0000 15-Feb-16 20 Corporate - Insurance FRANCE Senior unsecured
01559120 DBNY 601258PJFHF 5097883 5097883 HEALTH CARE REIT INC HEALTH CARE REIT INC 5,000,000 5,000,000 5,000,000 5,000,000 3-Sep-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
01529310 DBNY 801220PJFHF 4614 117111 AMERICAN HONDA FINANCE CORPORATION HONDA MOTOR CO LTD 5,000,000 5,000,000 5,000,000 5,000,000 25-Mar-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 A1 3 Banking UNITED STATES OF AMER Senior unsecured
01516430 DBNY 601258PJFHF 5287552 5287552 SPX CORPORATION SPX CORPORATION 5,000,000 5,000,000 5,000,000 5,000,000 23-Jan-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Ba3 13 Electronics UNITED STATES OF AMER Senior unsecured
01546530 DBLUXL7052EPORLU 1835 1835 A.P. MOLLER - MAERSK A/S A.P. MOLLER - MAERSK A/S 5,000,000 5,000,000 5,000,000 5,000,000 26-Jun-14 1-Apr-13 31-Oct-14 USD 0.7981 22-Oct-17 Baa1 8 Personal and Non Durable Consumer Products (Manufacturing Only) DENMARK Senior unsecured
01479680 DBNY 126787PJFHF 6937047 6937047 RETAIL PROPERTIES OF AMERICA INC RETAIL PROPERTIES OF AMERICA INC 5,000,000 5,000,000 5,000,000 5,000,000 7-Jun-13 7-Jun-13 31-Oct-14 USD 0.7981 12-May-17 Baa3 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
01483940 DBNY 601258PJFHF 7807599 7807599 PHILLIPS 66 PHILLIPS 66 5,000,000 5,000,000 5,000,000 5,000,000 2-Jul-13 2-Jul-13 31-Oct-14 USD 0.7981 22-Oct-17 A3 24 Oil and Gas UNITED STATES OF AMER Senior unsecured
01552810 DBNY 601258PJFHF 6504 6504 ACTAVIS PLC ACTAVIS PLC 5,000,000 5,000,000 5,000,000 5,000,000 3-Sep-14 3-Sep-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 6 Chemicals, Plastics and Rubber LUXEMBOURG Senior unsecured
01546530 DBLUXL7052EPORLU 1835 1835 A.P. MOLLER - MAERSK A/S A.P. MOLLER - MAERSK A/S 4,900,000 4,900,000 4,900,000 4,900,000 26-Jun-14 17-May-13 31-Oct-14 USD 0.7981 22-Oct-17 Baa1 8 Personal and Non Durable Consumer Products (Manufacturing Only) DENMARK Senior unsecured
01456290 DBLONGBEPM0PORLN 1915 1915 LEASEPLAN CORPORATION NV LEASEPLAN CORPORATION NV 4,900,000 4,900,000 4,900,000 4,900,000 2-Dec-13 2-Dec-13 31-Oct-14 EUR 1.0000 7-Dec-15 Baa2 31 Personal Transportation NETHERLANDS Senior unsecured
01564890 DBSP 433000HIAS 6595038 6595038 ALIBABA GROUP HOLDING LIMITED ALIBABA GROUP HOLDING LIMITED 4,800,000 4,800,000 4,800,000 4,800,000 25-Nov-14 7-Jun-13 31-Oct-14 USD 0.7981 22-Oct-17 A1 25 Personal, Food and Miscellaneous CAYMAN ISLANDS Senior unsecured
01464870 DBLUXL1856EPORLU 1049571 7920830 OSRAM GMBH OSRAM LICHT AG 4,800,000 4,800,000 4,800,000 4,800,000 5-Sep-13 5-Sep-13 31-Oct-14 EUR 1.0000 22-Oct-17 18 Home and Office Furnishings, Housewares, and Durable Consumer Product GERMANY Senior unsecured
01539980 DBLONGBEPM0PORLN 7992250 6356757 AA SENIOR CO LIMITED ACROMAS HOLDINGS LIMITED 4,800,000 4,800,000 4,800,000 4,800,000 28-May-14 5-Sep-13 31-Oct-14 GBP 1.2769 22-Oct-17 2 Automobile GREAT BRITAIN Senior unsecured
01508160 DBLUXL1856EPORLU 5249034 5249034 EL CORTE INGLES SA EL CORTE INGLES SA 4,800,000 4,800,000 4,800,000 4,800,000 3-Feb-14 3-Feb-14 31-Oct-14 EUR 1.0000 22-Oct-17 28 Retail Stores SPAIN Senior secured
01500570 DBNY 601258PJFHF 7340592 6934820 BIOMED REALTY LP BIOMED REALTY TRUST INC 4,500,000 4,500,000 4,500,000 4,500,000 8-Nov-13 25-Jul-12 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
01552810 DBNY 601258PJFHF 6504 6504 ACTAVIS PLC ACTAVIS PLC 4,318,662 4,318,662 4,318,662 4,318,662 3-Oct-14 3-Oct-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 6 Chemicals, Plastics and Rubber LUXEMBOURG Senior unsecured
01462660 DBLUXL7053EPORLU 6921755 377421 SKY DEUTSCHLAND AG TWENTY-FIRST CENTURY FOX, INC. 4,300,000 4,300,000 4,300,000 4,300,000 1-Apr-13 1-Apr-13 31-Oct-14 EUR 1.0000 22-Oct-17 33 Broadcasting & Entertainment GERMANY Senior unsecured
01300640 DBTOR129227HITOR 6758761 6758761 CGI GROUP INC CGI GROUP INC 4,246,504 4,246,504 4,246,504 4,246,504 31-Oct-11 31-Oct-11 31-Oct-14 CAD 0.7080 22-Oct-17 25 Personal, Food and Miscellaneous CANADA Senior unsecured
01536660 DBLUXL7052EPORLU 105 20041 NN GROUP NV ING GROEP NV 4,109,886 4,109,886 4,109,886 4,109,886 30-Oct-14 30-Oct-14 31-Oct-14 EUR 1.0000 22-Oct-17 Baa2 20 Corporate - Insurance NETHERLANDS Senior unsecured
01470530 BTC 103708PORT 5246189 5246189 ASHLAND INC ASHLAND INC 4,000,000 4,000,000 4,000,000 4,000,000 1-Apr-13 1-Apr-13 31-Oct-14 USD 0.7981 22-Oct-17 Ba1 6 Chemicals, Plastics and Rubber UNITED STATES OF AMER Senior unsecured
01500590 DBNY 601258PJFHF 5112888 5112888 AMGEN INC AMGEN INC 3,774,125 3,774,125 3,774,125 3,774,125 2-Dec-13 2-Dec-13 31-Oct-14 USD 0.7981 22-Oct-17 Baa1 6 Chemicals, Plastics and Rubber UNITED STATES OF AMER Senior unsecured
01391380 DBLONGBLAW0PORT 6955575 7675842 DELACHAUX SA FINANCIERE DANUBE SARL 3,600,000 - - - 5-Dec-12 5-Dec-12 31-Oct-14 EUR 1.0000 22-Oct-17 B1 3 Banking FRANCE Senior secured
01463460 DBLUXL1856EPORLU 1049571 7920830 OSRAM GMBH OSRAM LICHT AG 3,566,666 3,566,666 3,566,666 3,566,666 8-Nov-13 8-Nov-13 31-Oct-14 EUR 1.0000 22-Oct-17 18 Home and Office Furnishings, Housewares, and Durable Consumer Product GERMANY Senior unsecured
01494580 DBNY 601258PJFHF 6631679 6631679 DIGITAL REALTY TRUST INC DIGITAL REALTY TRUST INC 3,500,000 3,500,000 3,500,000 3,500,000 5-Sep-13 5-Dec-12 31-Oct-14 USD 0.7981 16-Apr-17 Baa2 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
01559840 DBNY 126787PJFHF 5276455 5276455 EDWARDS LIFESCIENCES CORPORATION EDWARDS LIFESCIENCES CORPORATION 3,385,311 3,385,311 3,385,311 3,385,311 3-Sep-14 27-Dec-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 13 Electronics UNITED STATES OF AMER Senior unsecured
01500570 DBNY 601258PJFHF 7340592 6934820 BIOMED REALTY LP BIOMED REALTY TRUST INC 3,100,000 3,100,000 3,100,000 3,100,000 8-Nov-13 25-Apr-12 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
01478700 DBLONGBLAW0PORT 6577686 6557901 GESTAMP AUTOMOCION S.A. CORPORACION GESTAMP S.L. 3,100,000 3,100,000 3,100,000 3,100,000 3-Sep-14 3-Sep-14 31-Oct-14 EUR 1.0000 22-Oct-17 Ba3 2 Automobile SPAIN Senior secured
01481270 DBLUXL7052EPORLU 6032102 6032102 CORIO NV CORIO NV 3,000,000 3,000,000 3,000,000 3,000,000 25-Jul-13 31-Oct-11 31-Oct-14 EUR 1.0000 22-Oct-17 Baa1 5 Buildings and Real Estate NETHERLANDS Senior unsecured
01552480 DBNY 601258PJFHF 8109918 7917963 ARC PROPERTIES OPERATING PARTNERSHIP,AMERICAN REALTY CAPITAL PROPERTIES IN 3,000,000 3,000,000 3,000,000 3,000,000 3-Oct-14 3-Oct-14 31-Oct-14 USD 0.7981 22-Oct-17 Ba1 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
9730000217044 562241 562241 TELECOM ITALIA SPA TELECOM ITALIA SPA 2,846,440 2,846,440 2,846,440 2,846,440 3-Oct-14 13-Jun-14 31-Oct-14 EUR 1.0000 24-May-17 Ba1 29 Telecommunications ITALY Senior unsecured
01574430 DBLUXL1032EPORLU 8004250 6575156 SCHAEFFLER VERWALTUNGS GMBH INA-HOLDING SCHAEFFLER GMBH & CO. KG 2,700,000 2,700,000 2,700,000 2,700,000 25-Nov-14 8-Oct-13 31-Oct-14 EUR 1.0000 22-Oct-17 14 Finance GERMANY Senior secured
01496040 DBLONGBEPM0PORLN 3338 3338 TESCO PLC TESCO PLC 2,662,676 2,662,676 2,662,676 2,662,676 25-Nov-14 3-Oct-14 31-Oct-14 GBP 1.2769 7-Nov-14 Ba1 16 Grocery GREAT BRITAIN Senior unsecured
01525550 DBLUXLXFVEEFVOLU 6534997 6534997 LANXESS AG LANXESS AG 2,636,643 2,636,643 2,636,643 2,636,643 3-Sep-14 3-Sep-14 31-Oct-14 EUR 1.0000 22-Oct-17 Baa3 6 Chemicals, Plastics and Rubber GERMANY Senior unsecured
01469340 DBLONGBEPM0PORLN 2929 6854215 TEOLLISUUDEN VOIMA OYJ POHJOLAN VOIMA OY 2,500,000 2,500,000 2,500,000 2,500,000 1-Apr-13 26-Sep-12 31-Oct-14 EUR 1.0000 22-Oct-17 Baa2 32 Utilities FINLAND Senior unsecured
01546060 DBNY 601258PJFHF 1068471 1068471 FRONTIER COMMUNICATIONS CORPORATION FRONTIER COMMUNICATIONS CORPORATIO 2,500,000 2,500,000 2,500,000 2,500,000 26-Jun-14 2-Jul-13 31-Oct-14 USD 0.7981 22-Oct-17 Ba3 29 Telecommunications UNITED STATES OF AMER Senior unsecured
01372330 DBNY 122550PJFHF 7685783 7685783 ROCKWATER ENERGY SOLUTIONS INC ROCKWATER ENERGY SOLUTIONS INC 2,400,000 2,400,000 2,400,000 2,400,000 7-Mar-13 7-Mar-13 31-Oct-14 USD 0.7981 1-Jun-16 24 Oil and Gas UNITED STATES OF AMER Senior secured
01502720 DBLONGBEPM0PORLN 8012842 8012842 CEMBRA MONEY BANK AG CEMBRA MONEY BANK AG 2,250,000 - - - 8-Nov-13 8-Nov-13 31-Oct-14 CHF 0.8293 3-Oct-16 A3 3 Banking SWITZERLAND Senior unsecured
01479760 DBLONGBEPM0PORLN 1133541 1133541 INTERMEDIATE CAPITAL GROUP PLC INTERMEDIATE CAPITAL GROUP PLC 2,220,935 2,220,935 2,220,935 2,220,935 7-May-14 8-Nov-13 31-Oct-14 GBP 1.2769 5-Apr-16 Baa3 3 Banking GREAT BRITAIN Senior unsecured
01338380 DBLONGBFVE0IFDBL 1359121 1359121 STAGECOACH GROUP PLC STAGECOACH GROUP PLC 2,154,237 - - - 31-Oct-11 31-Oct-11 31-Oct-14 GBP 1.2769 14-Feb-16 Baa2 31 Personal Transportation GREAT BRITAIN Senior unsecured
01479760 DBLONGBEPM0PORLN 1133541 1133541 INTERMEDIATE CAPITAL GROUP PLC INTERMEDIATE CAPITAL GROUP PLC 2,100,000 2,100,000 2,100,000 2,100,000 28-May-14 13-Jun-14 31-Oct-14 GBP 1.2769 5-Apr-16 Baa3 3 Banking GREAT BRITAIN Senior unsecured
01552490 DBNY 601258PJFHF 8109918 7917963 ARC PROPERTIES OPERATING PARTNERSHIP,AMERICAN REALTY CAPITAL PROPERTIES IN 2,093,333 2,093,333 2,093,333 2,093,333 3-Sep-14 3-Sep-14 31-Oct-14 USD 0.7981 22-Oct-17 Ba1 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
01511900 DBLUXL7052EPORLU 5542707 1084781 GAZPROM NEFT GAZPROM OJSC 2,000,000 2,000,000 2,000,000 2,000,000 7-Mar-14 7-Mar-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 24 Oil and Gas RUSSIA Senior unsecured
01539840 DBLONGBEPM0PORLN 7992250 7024947 AA SENIOR CO LIMITED ACROMAS HOLDINGS LIMITED 1,960,000 1,960,000 1,960,000 1,960,000 2-Jul-14 2-Jul-14 31-Oct-14 GBP 1.2769 22-Oct-17 3 Banking GREAT BRITAIN Senior unsecured
01506190 DBLUXL7052EPORLU 6639650 6639650 MTU AERO ENGINES AG MTU AERO ENGINES AG 1,933,333 1,933,333 1,933,333 1,933,333 3-Oct-14 7-May-14 31-Oct-14 EUR 1.0000 22-Oct-17 Baa3 14 Finance GERMANY Senior unsecured
01560620 DBNY 601258PJFHF 5112888 5112888 AMGEN INC AMGEN INC 1,825,875 1,825,875 1,825,875 1,825,875 3-Sep-14 15-Jul-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa1 6 Chemicals, Plastics and Rubber UNITED STATES OF AMER Senior unsecured
01533920 DBLUXL7052EPORLU 1074161 1074161 MTN GROUP LIMITED MTN GROUP LIMITED 1,500,000 1,500,000 1,500,000 1,500,000 7-May-14 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 29 Telecommunications SOUTH AFRICA Senior unsecured
01529310 DBNY 801220PJFHF 4614 117111 AMERICAN HONDA FINANCE CORPORATION HONDA MOTOR CO LTD 1,500,000 1,500,000 1,500,000 1,500,000 25-Mar-14 28-Aug-12 31-Oct-14 USD 0.7981 22-Oct-17 A1 3 Banking UNITED STATES OF AMER Senior unsecured
01554750 DBLUXL7052EPORLU 1064581 6996537 EVONIK INDUSTRIES AG RAG-STIFTUNG 1,363,357 1,363,357 1,363,357 1,363,357 3-Sep-14 31-Oct-11 31-Oct-14 EUR 1.0000 1-Sep-17 Baa2 6 Chemicals, Plastics and Rubber GERMANY Senior unsecured
01552490 DBNY 601258PJFHF 8109918 7917963 ARC PROPERTIES OPERATING PARTNERSHIP,AMERICAN REALTY CAPITAL PROPERTIES IN 1,106,667 1,106,667 1,106,667 1,106,667 28-Jul-14 28-Jul-14 31-Oct-14 USD 0.7981 22-Oct-17 Ba1 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
9010825234001 6878756 6878756 PRYSMIAN SPA PRYSMIAN SPA 1,106,667 1,106,667 1,106,667 1,106,667 3-Sep-14 3-Sep-14 31-Oct-14 EUR 1.0000 22-Oct-17 23 Mining, Steel, Iron and Non Precious Metals ITALY Senior unsecured
01536660 DBLUXL7052EPORLU 105 20041 NN GROUP NV ING GROEP NV 1,066,667 1,066,667 1,066,667 1,066,667 7-May-14 7-May-14 31-Oct-14 EUR 1.0000 22-Oct-17 Baa2 20 Corporate - Insurance NETHERLANDS Senior unsecured
01488590 DBLUXL7052EPORLU 961291 6335434 CASINO GUICHARD-PERRACHON EURIS SAS 1,066,667 1,066,667 1,066,667 1,066,667 7-May-14 7-May-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 16 Grocery FRANCE Senior unsecured
01453260 DBNY 601258PJFHF 6548471 6548471 MASTERCARD INCORPORATED MASTERCARD INCORPORATED 1,000,000 1,000,000 1,000,000 1,000,000 26-Jun-12 26-Jun-12 31-Oct-14 USD 0.7981 22-Oct-17 A2 3 Banking UNITED STATES OF AMER Senior unsecured
01500570 DBNY 601258PJFHF 7340592 6934820 BIOMED REALTY LP BIOMED REALTY TRUST INC 1,000,000 1,000,000 1,000,000 1,000,000 8-Nov-13 31-Oct-11 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 5 Buildings and Real Estate UNITED STATES OF AMER Senior unsecured
01337010 DBLUXL7052EPORLU 1514901 1514901 GROUPAMA SA GROUPAMA SA 1,000,000 1,000,000 1,000,000 1,000,000 27-Dec-11 27-Dec-11 31-Oct-14 EUR 1.0000 15-Feb-16 20 Corporate - Insurance FRANCE Senior unsecured
01338380 DBLONGBFVE0IFDBL 1359121 1359121 STAGECOACH GROUP PLC STAGECOACH GROUP PLC 1,000,000 - - - 5-Nov-12 5-Nov-12 31-Oct-14 GBP 1.2769 14-Feb-16 Baa2 31 Personal Transportation GREAT BRITAIN Senior unsecured
01476570 DBNY 601258PJFHF 6562971 6562971 CELGENE CORPORATION CELGENE CORPORATION 500,000 500,000 500,000 500,000 17-May-13 26-Jun-12 31-Oct-14 USD 0.7981 22-Oct-17 Baa2 6 Chemicals, Plastics and Rubber UNITED STATES OF AMER Senior unsecured
01528820 DBNY 601258PJFHF 8068490 1077831 ENLINK MIDSTREAM PARTNERS LP DEVON ENERGY CORPORATION 500,000 500,000 500,000 500,000 2-Jul-14 2-Jul-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa3 32 Utilities UNITED STATES OF AMER Senior unsecured
01495250 DBNY 601258PJFHF 3138 3138 ALTRIA GROUP INC ALTRIA GROUP INC - - 10,000,000 10,000,000 2-Dec-14 2-Dec-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa1 4 Beverage, Food and Tobacco UNITED STATES OF AMER Senior unsecured
01496870 DBLUXL7052EPORLU 924161 924161 DAIMLER AG DAIMLER AG - - 10,000,000 - 31-Oct-14 EUR 1.0000 22-Oct-17 A3 2 Automobile GERMANY Senior unsecured
01573730 DBNY 601258PJFHF 7298157 7298157 GENERAL MOTORS COMPANY GENERAL MOTORS COMPANY - - 3,600,000 3,600,000 2-Dec-14 2-Dec-14 31-Oct-14 USD 0.7981 22-Oct-17 Ba1 2 Automobile UNITED STATES OF AMER Senior unsecured
01569140 DBLONGBEPM0PORLN 967 967 TUI AG TUI AG - - 3,600,000 - 31-Oct-14 EUR 1.0000 22-Oct-17 B1 27 Cargo Transport GERMANY Senior unsecured
01567850 DBLUXL7052EPORLU 415711 415711 SAP AG SAP AG - - 5,850,000 3,945,763 2-Dec-14 2-Dec-14 31-Oct-14 EUR 1.0000 22-Oct-17 A2 25 Personal, Food and Miscellaneous GERMANY Senior unsecured

For internal use only

01560950 DBNY 601258PJFHF 945021 945021 Verizon Communications Inc Verizon Communications Inc - - 4,958,474 4,958,474 2-Dec-14 2-Dec-14 31-Oct-14 USD 0.7981 22-Oct-17 Baa1 29 Telecommunications UNITED STATES OF AMER Senior unsecured
01538630 DBLONGBEPM0PORLN 478841 478841 ASTRAZENECA PLC ASTRAZENECA PLC - - 13,500,000 - 31-Oct-14 USD 0.7981 22-Oct-17 A2 6 Chemicals, Plastics and Rubber GREAT BRITAIN Senior unsecured
01566560 DBNY 601258PJFHF 550621 550621 AMAZON COM INC AMAZON COM INC - - 6,500,000 6,500,000 2-Dec-14 2-Dec-14 31-Oct-14 USD 0.7981 5-Sep-16 Baa1 25 Personal, Food and Miscellaneous UNITED STATES OF AMER Senior unsecured

For internal use only