Deutsche Bank Aktiengesellschaft F-3, filed Mar 28, 2024

WILMINGTON TRUST, NATIONAL ASSOCIATION

Dated: March 28, 2024

/s/ Quinton M. DePompolo

Name: Quinton M. DePompolo

Title: Assistant Vice President

Deutsche Bank Aktiengesellschaft (DB)

F-3 2024-03-28

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Added on October 19, 2026

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


David Gottlieb		Leo Borchardt
Cleary Gottlieb Steen & Hamilton LLP		Davis Polk & Wardwell London LLP
2 London Wall Place		5 Aldermanbury Square
London EC2Y 5AU		London EC2V 7HR
United Kingdom		United Kingdom
+44 20 7614 2200		+44 20 7418 1300


	Page
SUMMARY OF REGISTERED SECURITIES		1
ABOUT THIS PROSPECTUS		16
WHERE YOU CAN FIND ADDITIONAL INFORMATION		17
USE OF NON-GAAP FINANCIAL MEASURES		18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		19
RISK FACTORS		20
DEUTSCHE BANK AKTIENGESELLSCHAFT		25
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS		26
CAPITALIZATION & INDEBTEDNESS		27
USE OF PROCEEDS		28
DESCRIPTION OF ORDINARY SHARES		29
DESCRIPTION OF TRADABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES		34
DESCRIPTION OF CAPITAL SECURITIES		35
DESCRIPTION OF DEBT SECURITIES		43
DESCRIPTION OF WARRANTS		70
DESCRIPTION OF PURCHASE CONTRACTS		73
DESCRIPTION OF UNITS		74
RESOLUTION MEASURES		75
FORMS OF SECURITIES		79
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)		83
EXPENSES OF THE ISSUE		85
LEGAL MATTERS		86
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		86
BENEFIT PLAN INVESTOR CONSIDERATIONS		86


Number of ordinary shares	Total share capital issued and fully paid			Treasury shares (Shares held by or on behalf of the Bank or one of its subsidiaries)			Outstanding
Ordinary shares outstanding as of December 31, 2022		2,066,773,131			(28,931,618	)		2,037,841,513
Capital increase
Ordinary shares issued under share-based compensation plans
Ordinary shares cancelled		(26,530,172	)		26,530,172
Ordinary shares purchased for treasury		0			(81,868,366	)		(81,868,366	)
Ordinary shares sold or distributed from treasury		0			36,074,703			36,074,703

Ordinary shares outstanding as of December 31, 2023		2,040,242,959			(48,195,109	)		1,992,047,850


	Amount to be paid
Securities and Exchange Commission Registration Fee	$	147.60
Federal Taxes, State Taxes and Fees		N/A
Trustees’ and Transfer Agents’ Fees	$	100,000
Legal Fees	$	650,000
Accounting Fees	$	100,000
Printing and Engraving Costs	$	30,000

Total	$	880,147.60

Financial Industry Regulatory Authority Filing Fee⁽¹⁾	$	225,500

Total	$	1,105,647.60


Exhibit Number		Description
1.1		Form of Distribution Agreement relating to Ordinary Shares.⁽¹⁾

1.2(a)		Distribution Agreement relating to Senior Debt Securities, between Deutsche Bank AG and Deutsche Bank Securities Inc. (Global Notes, Series A), included as Exhibit 1.2(a) to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-206013) filed with the SEC on July 31, 2015.

1.2(b)		Distribution Agreement relating to Senior Debt Securities, between Deutsche Bank AG and Deutsche Bank Trust Company Americas (Global Notes, Series A), included as Exhibit 1.2(b) to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-206013) filed with the SEC on July 31, 2015.

1.3		Distribution Agreement relating to Eligible Liabilities Senior Debt Securities, between Deutsche Bank AG and Deutsche Bank Securities Inc. (Global Notes, Series D), included as Exhibit 1.1 to Deutsche Bank AG’s Report on Form 6-K filed with the SEC on July 10, 2017.

1.4		Distribution Agreement relating to Subordinated Tier 2 Notes, between Deutsche Bank AG and Deutsche Bank Securities Inc., included as Exhibit 1.4 to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-258403) filed with the SEC on August 3, 2021.

1.5		Form of Distribution Agreement relating to Capital Securities.⁽¹⁾

1.6		Form of Distribution Agreement relating to Warrants.⁽¹⁾

1.7		Form of Distribution Agreement relating to Rights.⁽¹⁾

1.8		Distribution Agreement relating to Senior Debt Funding Securities, between Deutsche Bank AG and Deutsche Bank Securities Inc. (Global Notes, Series E), included as Exhibit 1.8 to Deutsche Bank AG’s Report on Form 6-K filed with the SEC on August 20, 2018.

3.1		English Translation of Articles of Association of Deutsche Bank AG as adopted by the Supervisory Board on January 31, 2024, included as Exhibit 99.1 to Deutsche Bank AG’s Report on Form 6-K filed with the SEC on March 8, 2024.

4.1(a)		Amended and Restated Senior Indenture, dated as of August 3, 2021, among Deutsche Bank AG, as Issuer, Delaware Trust Company, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Issuing Agent, Authenticating Agent and Registrar, included as Exhibit 4.1(a) to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-258403) filed with the SEC on August 3, 2021.

4.1(b)		Form of First Supplemental Senior Indenture among Deutsche Bank AG, as Issuer, Delaware Trust Company, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Issuing Agent, Authenticating Agent and Registrar.

4.2		Form of Senior Debt Security (Master Note, Series A) of Deutsche Bank AG.⁽²⁾

4.3(a)		Amended and Restated Senior Debt Funding Indenture, dated as of August 3, 2021, among Deutsche Bank AG, as Issuer, Delaware Trust Company, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Issuing Agent, Authenticating Agent, Issuing Agent and Registrar, included as Exhibit 4.3(a) to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-258403) filed with the SEC on August 3, 2021.

4.3(b)		Form of First Supplemental Senior Debt Funding Indenture among Deutsche Bank AG, as Issuer, Delaware Trust Company, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Issuing Agent, Authenticating Agent, Issuing Agent and Registrar.

4.4		Form of Senior Debt Funding Security (Master Note, Series E) of Deutsche Bank AG.⁽²⁾

4.5(a)		Amended and Restated Eligible Liabilities Senior Indenture, dated as of August 3, 2021, among Deutsche Bank AG, as Issuer, The Bank of New York Mellon, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Issuing Agent, Authenticating Agent, Issuing Agent and Registrar, included as Exhibit 4.5(a) to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-258403) filed with the SEC on August 3, 2021.


Exhibit Number		Description

4.5(b)		Form of First Supplemental Eligible Liabilities Senior Indenture among Deutsche Bank AG, as Issuer, The Bank of New York Mellon, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Issuing Agent, Authenticating Agent, Issuing Agent and Registrar.

4.6(a)		Form of Eligible Liabilities Senior Debt Security (Fixed Rate Registered Eligible Liabilities Senior Note) of Deutsche Bank AG.⁽²⁾

4.6(b)		Form of Eligible Liabilities Senior Debt Security (Floating Rate Registered Eligible Liabilities Senior Note) of Deutsche Bank AG.⁽²⁾

4.7(a)		Amended and Restated Subordinated Indenture, dated as of August 3, 2021, among Deutsche Bank AG, as Issuer, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Transfer Agent Registrar and Authenticating Agent, included as Exhibit 4.7(a) to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-258403) filed with the SEC on August 3, 2021.

4.7(b)		Form of First Supplemental Subordinated Indenture among Deutsche Bank AG, as Issuer, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Transfer Agent Registrar and Authenticating Agent.

4.8(a)		Form of Subordinated Debt Security (Fixed Rate Registered Subordinated Tier 2 Note) of Deutsche Bank AG.⁽²⁾

4.8(b)		Form of Subordinated Debt Security (Floating Rate Registered Subordinated Tier 2 Note) of Deutsche Bank AG.⁽²⁾

4.9(a)		Amended and Restated Capital Securities Indenture, dated as of August 3, 2021, among Deutsche Bank AG, as Issuer, The Bank of New York Mellon, London Branch, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Calculation Agent, Transfer Agent, Registrar and Authenticating Agent, included as Exhibit 4.9(a) to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-258403) filed with the SEC on August 3, 2021.

4.9(b)		Form of First Supplemental Capital Securities Indenture among Deutsche Bank AG, as Issuer, The Bank of New York Mellon, London Branch, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Calculation Agent, Transfer Agent, Registrar and Authenticating Agent.

4.10		Form of Capital Security of Deutsche Bank AG.⁽¹⁾

4.11(a)		Warrant Agreement dated as of November 15, 2007, between Deutsche Bank AG, as Issuer, and Deutsche Bank Trust Company Americas, as Warrant Agent, included as Exhibit 99.3 to Deutsche Bank AG’s Report on Form 6-K filed with the SEC on November 16, 2007 and incorporated by reference as Exhibit 4.14 to Deutsche Bank AG’s registration statement on Form F-3 (File No. 333-137902).

4.11(b)		First Amendment to Warrant Agreement, dated as of January 1, 2015, between Deutsche Bank AG, as Issuer, and Deutsche Bank Trust Company Americas, as Warrant Agent, included as Exhibit 4.25 to Deutsche Bank AG’s Report on Form 6-K filed with the SEC on January 6, 2015.

4.11(c)		Second Amendment to Warrant Agreement, dated as of January 1, 2016, between Deutsche Bank AG, as Issuer, and Deutsche Bank Trust Company Americas, as Warrant Agent, included as Exhibit 4.20 to Deutsche Bank AG’s Report on Form 6-K filed with the SEC on January 5, 2016.

4.11(d)		Third Amendment to Warrant Agreement, dated as of July 21, 2018, between Deutsche Bank AG, as Issuer, and Deutsche Bank Trust Company Americas, as Warrant Agent, including Exhibits I and II thereto, forms of Put Warrants and Call Warrants, respectively, included as Exhibit 4.25 to Deutsche Bank AG’s Report on Form 6-K filed with the SEC on July 24, 2018.

4.12(a)		Form of Put Warrant (included in Exhibit 4.11(d) as Exhibit I thereto).

4.12(b)		Form of Call Warrant (included in Exhibit 4.11(d) as Exhibit II thereto).

4.13		Form of Equity Warrant Agreement.⁽¹⁾

4.14		Form of Debt Warrant Agreement for Warrants sold attached to Debt Securities.⁽¹⁾


Exhibit Number		Description

4.15		Form of Debt Warrant Agreement for Warrants sold alone.⁽¹⁾

4.16		Form of Unit Agreement.⁽¹⁾

4.17		Form of Unit Certificate.⁽¹⁾

4.18		Form of Purchase Contract (Issuer Sale).⁽¹⁾

4.19		Form of Purchase Contract (Issuer Purchase).⁽¹⁾

4.20		Form of Pre-Paid Purchase Contract.⁽¹⁾

5.1(a)		Opinion of Cleary Gottlieb Steen & Hamilton LLP relating to Subordinated Debt Securities, Capital Securities and Warrants.⁽²⁾

5.1(b)		Opinion of Cleary Gottlieb Steen & Hamilton LLP relating to Purchase Contracts and Units.⁽²⁾

5.2		Opinion of Group Legal Services of Deutsche Bank AG.⁽²⁾

5.3		Opinion of Davis Polk & Wardwell LLP relating to Senior Debt Securities , Senior Debt Funding Securities and Eligible Liabilities Senior Debt Securities.⁽²⁾

23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1(a)).⁽²⁾

23.2		Consent of Group Legal Services of the Registrant (included in Exhibit 5.2).⁽²⁾

23.3		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.3).⁽²⁾

23.4		Tax Consent of Davis Polk & Wardwell LLP.

23.7		Consent of EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft.

24.1		Powers of Attorney (included on the signature pages to this Registration Statement).

25.1		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Delaware Trust Company, as trustee under the Senior Indenture included in Exhibit 4.1(a).

25.2		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Delaware Trust Company, as trustee under the Senior Debt Funding Indenture included in Exhibit 4.3(a).

25.3		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Eligible Liabilities Senior Indenture included in Exhibit 4.5(a).

25.4		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as trustee under the Subordinated Indenture included in Exhibit 4.7(a).

25.5		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Capital Securities Indenture included in Exhibit 4.9(a).

107		Calculation of Filing Fee Table.


DEUTSCHE BANK AKTIENGESELLSCHAFT

By:	/s/ Christian Sewing
	Name:	Christian Sewing
	Title:	Chief Executive Officer and
		Chairman of the Management Board

By:	/s/ James von Moltke
	Name:	James von Moltke
	Title:	Chief Financial Officer and
		Member of the Management Board

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


Signature		Title

/s/ Christian Sewing Christian Sewing		Chief Executive Officer (Principal Executive Officer) and Chairman of the Management Board

/s/ James von Moltke James von Moltke		Chief Financial Officer (Principal Financial Officer) and Member of the Management Board

/s/ Claudio de Sanctis Claudio de Sanctis		Member of the Management Board

/s/ Fabrizio Campelli Fabrizio Campelli		Member of the Management Board

/s/ Bernd Leukert Bernd Leukert		Member of the Management Board

/s/ Olivier Vigneron Olivier Vigneron		Member of the Management Board

/s/ Alexander von zur Mühlen Alexander von zur Mühlen		Member of the Management Board

/s/ Stefan Simon Stefan Simon		Member of the Management Board and Authorized Representative in the United States

/s/ Rebecca Short Rebecca Short		Member of the Management Board

/s/ Andrea Schriber Andrea Schriber		Chief Accounting Officer (Principal Accounting Officer)


ARTICLE 1 Amendments to the Indenture		4

SECTION 1.01.	Amount Unlimited; Issuable in Series	4
SECTION 1.02.	Supplemental Indentures With Consent of Securityholders	6
SECTION 1.03.	New York Law to Govern	7

ARTICLE 2 Miscellaneous Provisions		8

SECTION 2.01.	Further Assurances	8
SECTION 2.02.	Other Terms of Indenture	8
SECTION 2.03.	Terms Defined	8
SECTION 2.04.	Governing Law	8
SECTION 2.05.	Counterparts; Severability	8
SECTION 2.06.	Responsibility of the Trustee	8


DEUTSCHE BANK AKTIENGESELLSCHAFT

By:
Name:
Title:

By:
Name:
Title:

DELAWARE TRUST COMPANY, as Trustee

By:
Name:
Title:

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

By:
Name:
Title:

By:
Name:
Title:


		The Bank of New York Mellon 500 Ross Street, 12th Floor Pittsburgh, Pennsylvania 15626 Attention: Corporate Trust Administration — Deutsche Bank Eligible Liabilities Senior Indenture Email: rebecca.norton@bnymellon.com

If to the Paying Agent or Registrar:		Deutsche Bank Trust Company Americas Trust and Agency Services 1 Columbus Circle, Floor 17th Mail Stop: NYC01-1710 New York, New York 10019-8735 Fax: 732-578-4635 Attn: Corporates Team – Deutsche Bank AG


ARTICLE 1 AMENDMENTS TO THE INDENTURE		2

Section 1.01	Modification of Certain Terms Defined	2
Section 1.02	Amount Unlimited; Issuable in Series	3
Section 1.03	Supplemental Indentures With Consent of Securityholders	6
Section 1.04	Governing Law	7
Section 1.05	Submission to Jurisdiction	7
Section 1.06	Redemption of Securities	7

ARTICLE 2 MISCELLANEOUS PROVISIONS		8

Section 2.01	Further Assurances	8
Section 2.02	Other Terms of Indenture	8
Section 2.03	Terms Defined	8
Section 2.04	Governing Law	8
Section 2.05	Counterparts	8
Section 2.06	Responsibility of the Trustee	8


ARTICLE 1	AMENDMENTS TO THE INDENTURE	1

Section 1.01	Modification of Certain Terms Defined	1
Section 1.02	Amount Unlimited; Issuable in Series	2
Section 1.03	Mutilated, Defaced, Destroyed, Lost and Stolen Capital Securities	6
Section 1.04	Supplemental Capital Securities Indentures With Consent of Securityholders	7
Section 1.05	Notices and Demands on Issuer, Trustee and Holders of Capital Securities and Coupons	8
Section 1.06	Payments Due on Saturdays, Sundays or Holidays	8
Section 1.07	Governing Law	8
Section 1.08	Redemption of Capital Securities	8

ARTICLE 2	MISCELLANEOUS PROVISIONS	9

Section 2.01	Further Assurances	9
Section 2.02	Other Terms of Indenture	9
Section 2.03	Terms Defined	9
Section 2.04	Governing Law	9
Section 2.05	Counterparts	9
Section 2.06	Responsibility of the Trustee	9


Delaware		51-0011500
(Jurisdiction of incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification No.)

251 Little Falls Drive Wilmington, Delaware		19808
(Address of principal executive offices)		(Zip code)


Federal Republic of Germany		Not Applicable
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

Taunusanlage 12 60325 Frankfurt am Main Germany (ph: +49-69-910-00)
(Address of principal executive offices)


	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin
Interest-bearing balances		12,382
Securities:
Held-to-maturity securities
Available-for-sale securities
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices
Securities purchased under agreements to resell
Loans and lease financing receivables:
Loans and leases held for sale
Loans and leases, net of unearned income
LESS: Allowance for loan and lease losses
Loans and leases, net of unearned income and allowance		0
Trading Assets
Premises and fixed assets (including capitalized leases)		174
Other real estate owned
Investments in unconsolidated subsidiaries and associated companies
Direct and indirect investments in real estate ventures
Intangible assets
Goodwill
Other intangible assets		1,052
Other assets		108,217
Total assets		120,773

	Dollar Amounts
	In Thousands
LIABILITIES
Deposits:
In domestic offices
Noninterest-bearing
Interest-bearing
In foreign offices, Edge and Agreement subsidiaries, and IBFs
Noninterest-bearing
Interest-bearing
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices
Securities sold under agreements to repurchase


Trading liabilities
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
Subordinated notes and debentures
Other liabilities			11,671
Total liabilities			11,671
EQUITY CAPITAL
Perpetual preferred stock and related surplus
Common stock			500
Surplus (exclude all surplus related to preferred stock)			106,127
Retained earnings			2,287
Accumulated other comprehensive income
Other equity capital components
Total institution equity capital			108,915
Noncontrolling (minority) interests in consolidated subsidiaries
Total equity capital
			108,915
Total liabilities, and equity capital			120,773


Delaware		51-0011500
(Jurisdiction of incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification No.)

251 Little Falls Drive Wilmington, Delaware		19808
(Address of principal executive offices)		(Zip code)


	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin
Interest-bearing balances		12,382
Securities:
Held-to-maturity securities
Available-for-sale securities
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices
Securities purchased under agreements to resell
Loans and lease financing receivables:
Loans and leases held for sale
Loans and leases, net of unearned income
LESS: Allowance for loan and lease losses
Loans and leases, net of unearned income and allowance		0
Trading Assets
Premises and fixed assets (including capitalized leases)		174
Other real estate owned
Investments in unconsolidated subsidiaries and associated companies
Direct and indirect investments in real estate ventures
Intangible assets
Goodwill
Other intangible assets		1,052
Other assets		108,217


Total assets		120,773

	Dollar Amounts In Thousands
LIABILITIES
Deposits:
In domestic offices
Noninterest-bearing
Interest-bearing
In foreign offices, Edge and Agreement subsidiaries, and IBFs
Noninterest-bearing
Interest-bearing
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices
Securities sold under agreements to repurchase


New York (Jurisdiction of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)

240 Greenwich Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)


Federal Republic of Germany (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. employer identification no.)

Taunusanlage 12 60325 Frankfurt am Main Germany (Address of principal executive offices)		(Zip code)


Name		Address
Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004


THE BANK OF NEW YORK MELLON

By:		/s/ Stacey B. Poindexter
		Name: Stacey B. Poindexter
		Title: Vice President


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,078,000
Interest-bearing balances		119,816,000
Securities:
Held-to-maturity securities		49,578,000
Available-for-sale debt securities		76,492,000
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		13,524,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		32,622,000
LESS: Allowance for loan and lease losses		285,000
Loans and leases held for investment, net of allowance		32,337,000
Trading assets		5,476,000
Premises and fixed assets (including capitalized leases)		2,754,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		1,560,000
Direct and indirect investments in real estate ventures		0
Intangible assets		6,934,000
Other assets		19,978,000

Total assets		332,529,000


LIABILITIES
Deposits:
In domestic offices			188,830,000
Noninterest-bearing			58,891,000
Interest-bearing			129,939,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			98,296,000
Noninterest-bearing			3,925,000
Interest-bearing			94,371,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			3,820,000
Trading liabilities			3,653,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			1,700,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			8,604,000

Total liabilities			304,903,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			12,224,000
Retained earnings			17,672,000
Accumulated other comprehensive income			-3,405,000
Other equity capital components			0
Total bank equity capital			27,626,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			27,626,000

Total liabilities and equity capital			332,529,000


WILMINGTON TRUST, NATIONAL ASSOCIATION

By:		/s/ Quinton M.DePompolo
Name:		Quinton M. DePompolo
Title:		Assistant Vice President


	Thousands of Dollars
ASSETS
Cash and balances due from depository institutions:		537,816
Securities:		5,633
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		44,955
Premises and fixed asset		31,969
Other real estate owned:		210
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		0
Other assets:		62,185
Total Assets:		682,768

LIABILITIES		Thousands of Dollars
Deposits		6,021
Federal funds purchased and securities sold under agreements to repurchase		0
Other borrowed money:		0
Other Liabilities:		94,313
Total Liabilities		100,334

EQUITY CAPITAL		Thousands of Dollars
Common Stock		1,000
Surplus		345,403
Retained Earnings		236,374
Accumulated other comprehensive income		(343	)
Total Equity Capital		582,434
Total Liabilities and Equity Capital		682,768


New York		13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

240 Greenwich Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)