6-K - DB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OFFOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2021

Commission File Number 1-15242

DEUTSCHE BANK CORPORATION

(Translation of Registrant’s Name Into English)

Deutsche BankAktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

(Address ofPrincipal Executive Office)

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

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

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

Explanatory note

This Report on Form 6-K contains the following exhibits. This Report on Form 6-K and the exhibits hereto are hereby incorporated by reference into Registration Statement No. 333-226421 of Deutsche Bank AG.

Exhibit 1.4(c): Purchase Agreement relating to U.S.$1,250,000,000 Fixed to Floating Reset Rate Subordinated Tier 2 Notes due 2032 of Deutsche Bank Aktiengesellschaft, dated January 11, 2021, among Deutsche Bank Aktiengesellschaft, acting through its New York Branch, Deutsche Bank Securities Inc., as lead manager, Citigroup Global Markets Inc., as qualified independent underwriter, and the other managers named therein.

Exhibit 4.7(k): Seventh Supplemental Subordinated Indenture, dated as of January 14, 2021, among Deutsche Bank AG, as Issuer, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

Exhibit 4.7(l): Eighth Supplemental Subordinated Indenture, dated as of January 14, 2021, among Deutsche Bank AG, as Issuer, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

Exhibit 4.7(m): Form of Fixed to Floating Reset Rate Subordinated Tier 2 Notes due 2032 of Deutsche Bank Aktiengesellschaft (included in Exhibit 4.7(1)).

Exhibit 5.6: Opinion of Cleary Gottlieb Steen & Hamilton LLP.

Exhibit 5.7: Opinion of Group Legal Services of Deutsche Bank Aktiengesellschaft.

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

Date:	January 14, 2021
Deutsche Bank Aktiengesellschaft
By:	/s/ Jonathan Blake
Name:	Jonathan Blake
Title:	Managing Director
By:	/s/ Thomas Rueckert
Name:	Thomas Rueckert
Title:	Vice President

EX-1.4(c)

Exhibit 1.4(c)

DEUTSCHE BANK AG NEW YORK BRANCH

PURCHASEAGREEMENT

U.S.$1,250,000,000

Fixed to Floating Reset Rate

Subordinated Tier 2 Notes due 2032

January 11,2021

PURCHASE AGREEMENT

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

and

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

and

CITIGROUP GLOBAL MARKETS INC. in its capacity as Qualified Independent Underwriter (as defined below),

and

the other Managers named in Schedule B hereof (hereinafter, together with the Lead Manager and the Qualified Independent Underwriter, the “Managers”),

agree as follows:

ARTICLE 1

(TERMS, PURPOSE AND LEGAL PREREQUISITES)

(1)	The Bank, acting through its New York Branch, shall issue U.S.$1,250,000,000 Fixed to Floating Reset Rate<br>Subordinated Tier 2 Notes (the “Notes”), under a subordinated indenture (the “Subordinated Indenture”) comprising a base subordinated indenture entered into on May 21, 2013 among the Bank, Wilmington Trust,<br>National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas (“DBTCA”), as initial principal paying agent, issuing agent and registrar and authenticating agent, a third supplemental<br>subordinated indenture thereto adding certain provisions thereto, and modifying certain provisions thereof entered into on December 1, 2017 among the Bank, the Trustee and DBTCA, a fifth supplemental subordinated indenture thereto modifying<br>certain provisions thereof entered into on July 8, 2020 among the Bank, the Trustee and DBTCA, a seventh supplemental subordinated indenture thereto modifying certain provisions thereof expected to be entered into on or about January 14, 2021<br>among the Bank, the Trustee and DBTCA, and an eighth supplemental subordinated indenture thereto relating to the Notes expected to be entered into on or about January 14, 2021 among the Bank, the Trustee and DBTCA.
(2)	The Bank understands that the Managers propose to make a public offering of the Notes as soon as the Managers<br>deem advisable after this Agreement has been executed and delivered and the Subordinated Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Bank has filed on July 30,<br>2018 with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form F-3 (No. 333-226421) under the<br>Securities Act of 1933, as amended (the “Securities Act”), in respect of, among others, the Notes, which registration statement was subsequently amended by the Bank by pre-effective amendment<br>no. 1, filed with the Commission on August 14, 2018, and pre-effective amendment no. 2, filed with the Commission on August 17, 2018, and which registration statement was declared effective by the<br>Commission on August 20, 2018. Such registration statement contains a base prospectus relating to the debt securities dated August 20, 2018 in the form in which it has most recently been filed with the Commission on or prior to the<br>
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(1)

The Bank, acting through its New York Branch, shall issue U.S.$1,250,000,000 Fixed to Floating Reset Rate Subordinated Tier 2 Notes (the “Notes”), under a subordinated indenture (the “Subordinated Indenture”) comprising a base subordinated indenture entered into on May 21, 2013 among the Bank, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas (“DBTCA”), as initial principal paying agent, issuing agent and registrar and authenticating agent, a third supplemental subordinated indenture thereto adding certain provisions thereto, and modifying certain provisions thereof entered into on December 1, 2017 among the Bank, the Trustee and DBTCA, a fifth supplemental subordinated indenture thereto modifying certain provisions thereof entered into on July 8, 2020 among the Bank, the Trustee and DBTCA, a seventh supplemental subordinated indenture thereto modifying certain provisions thereof expected to be entered into on or about January 14, 2021 among the Bank, the Trustee and DBTCA, and an eighth supplemental subordinated indenture thereto relating to the Notes expected to be entered into on or about January 14, 2021 among the Bank, the Trustee and DBTCA.

(2)

The Bank understands that the Managers propose to make a public offering of the Notes as soon as the Managers deem advisable after this Agreement has been executed and delivered and the Subordinated Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Bank has filed on July 30, 2018 with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form F-3 (No. 333-226421) under the Securities Act of 1933, as amended (the “Securities Act”), in respect of, among others, the Notes, which registration statement was subsequently amended by the Bank by pre-effective amendment no. 1, filed with the Commission on August 14, 2018, and pre-effective amendment no. 2, filed with the Commission on August 17, 2018, and which registration statement was declared effective by the Commission on August 20, 2018. Such registration statement contains a base prospectus relating to the debt securities dated August 20, 2018 in the form in which it has most recently been filed with the Commission on or prior to the

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date of this Agreement (the “Base Prospectus”), to be used in connection with the public offering and sale of the Notes. Any preliminary prospectus supplement to the Base<br>Prospectus that describes the Notes and the offering thereof and is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “preliminary prospectus.” The term “Prospectus” means the<br>final prospectus supplement relating to the Notes, together with the Base Prospectus, that is filed pursuant to Rule 424(b) of the Rules and Regulations of the Commission (the “Securities Act Regulations”) after the date and time of<br>execution and delivery of this Agreement, but does not include any “free writing prospectus” (as such term is used in Rule 405 of the Securities Act Regulations). Any preliminary prospectus and Prospectus shall be deemed to include the<br>documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or Prospectus shall be deemed to<br>include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated<br>thereunder (collectively, the “Exchange Act Regulations”), and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be. Such registration statement, at any given time, including the amendments<br>thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents<br>otherwise deemed to be a part thereof or included therein by Securities Act Regulations, is herein called the “Registration Statement.” For purposes of this Agreement, all references to the Registration Statement, any preliminary<br>prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).
(3)	All references in this Agreement to financial statements and schedules and other information which is<br>“contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and<br>schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.<br>
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(4)	The Bank hereby confirms its engagement of Citigroup Global Markets Inc., and Citigroup Global Markets Inc.<br>hereby confirms its agreement with the Bank, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the<br>offering and sale of the Notes. Citigroup Global Markets Inc., in its capacity as qualified independent underwriter, is referred to herein as the “Qualified Independent Underwriter.”
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ARTICLE 2

(PURCHASE AND SALE OF THE NOTES)

On the basis of the representations, warranties and agreements of the Managers herein contained, the Bank hereby agrees to sell to the several Managers, and each Manager, on the basis of the representations, warranties and agreements of the Bank herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Bank the respective principal amounts of the Notes set forth opposite such Manager’s name in the following table on January 14, 2021, at the issue price of 100.000% of the initial principal amount of the Notes, less a combined underwriting discount and commission of 0.450% of the initial principal amount thereof.

Manager	Commitments in
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
Scotia Capital (USA) Inc.
Santander Investment Securities Inc.
TD Securities (USA) LLC
Barclays Capital Inc.
BBVA Securities Inc.
Commerz Markets LLC
Intesa Sanpaolo S.p.A.
UniCredit Capital Markets LLC
UBS Securities LLC
Citizens Capital Markets, Inc.
Regions Securities LLC
Academy Securities, Inc.
Bancroft Capital LLC
Capital Institutional Services, Inc.
Mischler Financial Group, Inc.
Total

All values are in US Dollars.

ARTICLE 3

(SELLING RESTRICTIONS)

(1)	European Economic Area
(a)	Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MiFID<br>Product Governance rules under EU Delegated Directive 2017/593 as implemented into the laws of the relevant member state (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product<br>Governance Rules:
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(i)	the Bank (the “Manufacturer”) acknowledges that it understands the responsibilities conferred<br>upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Prospectus and announcements in<br>connection with the Notes; and
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(ii)	each of the Managers notes the application of the Product Governance Rules and acknowledges the target market<br>and distribution channels identified as applying to the Notes by the Manufacturer and the related information set out in the Prospectus and announcements in connection with the Notes.
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(b)	Prohibition of Sales to European Economic Area Retail Investors. Each Manager severally and not jointly<br>represents, warrants and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any securities to which this Agreement relates, to any retail investor in the European Economic Area. For<br>the purposes of this provision:
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(i)	the expression retail investor means a person who is one (or more) of the following:
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(A)	a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,<br>“MiFID II”); or
(B)	a customer within the meaning of Directive (EU) 2016/97 (the “Insurance DistributionDirective”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and
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(ii)	the expression an “offer” includes the communication in any form and by any means of<br>sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities.
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(2)	People’s Republic of China (excluding Hong Kong, Macau and Taiwan): Each of the Managers<br>represents, warrants and agrees that the Notes will not be offered or sold directly or indirectly within the borders of the People’s Republic of China (“PRC,” which, for such purposes, does not include the Hong Kong or Macau<br>Special Administrative Regions or Taiwan) or to any resident of the PRC. Each of the Managers represents, warrants and agrees that the preliminary prospectus, Prospectus and any other offering material relating to the Notes, which have not been and<br>will not be submitted to or approved/verified by or registered with any relevant governmental authorities in the PRC (including but not limited to the China Securities Regulatory Commission), will not be supplied to the public in the PRC or used in<br>connection with any offer for the subscription or sale of the Notes in the PRC. Each of the Managers represents, warrants and agrees that the Notes will only be offered or sold to PRC investors that are authorized to engage in the purchase of Notes<br>of the type being offered or sold, including but not limited to those that are authorized to engage in the purchase and sale of foreign exchange for itself and on behalf of its customers and/or purchase and sale of government bonds or financial<br>bonds and/or purchase and sale of debt securities denominated in foreign currency other than stocks.
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(3)	Hong Kong: Each of the Managers represents, warrants and agrees that the Notes will not be offered or<br>sold by means of any document, including the preliminary prospectus and Prospectus, other than (i) in circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous<br>Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; or (ii) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of<br>Hong Kong and any rules made under that Ordinance, and no advertisement, invitation or document relating to the Notes has been or may be issued or has been or may be in the possession of any person for the purpose of being issued (in each case<br>whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or<br>are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance or any rules made under that Ordinance.
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(4)	Japan: The Notes have not been and will not be registered under the Financial Instruments and Exchange<br>Act of Japan (act no. 25 of 1948, as amended; the “FIEA”). Accordingly, each of the Managers represents, warrants and agrees that the Notes will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of,<br>any resident of Japan (as defined under item 5, paragraph 1, article 6 of the Foreign Exchange and Foreign Trade Act (act no. 228 of 1949, as amended)), or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any<br>other applicable laws and regulations of Japan and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time.
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Each of the Managers represents, warrants and agrees that the Notes will only be offered, sold, resold or otherwise transferred, directly or indirectly to, or for the benefit of, (i) a person who is not a resident of Japan or (ii) a Qualified Institutional Investor (“QII”) as defined in article 10 of the cabinet ordinance concerning definitions under article 2 of the FIEA (ordinance no. 14 of 1993, as amended) pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws and regulations of Japan.

(5)	Korea: Each of the Managers represents, warrants and agrees that none of the Notes will be offered or<br>sold, directly or indirectly, in Korea or to any resident of Korea, or to any persons for reoffering or resale, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea (as such term is defined in the Foreign<br>Exchange Transaction Law of Korea and rules and regulations promulgated thereunder), except as otherwise permitted under applicable laws and regulations.
(6)	Singapore: Each of the Managers represents, warrants and agrees that the preliminary prospectus,<br>Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes will not be circulated or distributed, nor will the Notes be offered or sold, or be made the subject of an<br>invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, as modified from<br>time to time, including by any subsidiary legislation as may be applicable at the relevant time (together, the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in<br>accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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(5)

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

(6)

Singapore: Each of the Managers represents, warrants and agrees that the preliminary prospectus, Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes will not be circulated or distributed, nor will the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, as modified from time to time, including by any subsidiary legislation as may be applicable at the relevant time (together, the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

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

(a)	a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole<br>business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b)	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each<br>beneficiary of the trust is an individual who is an accredited investor,
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securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(i)	to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any<br>person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(ii)	where no consideration is or will be given for the transfer;
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(iii)	where the transfer is by operation of law;
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(iv)	as specified in Section 276(7) of the SFA; or
(v)	as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)<br>Regulations 2005 of Singapore.
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In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (the “CMP Regulations 2018”), the Bank has determined that the Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

(7)	Switzerland: Each of the Managers represents, warrants and agrees that the Notes will not be publicly<br>offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral<br>trading facility) in Switzerland. Neither the preliminary prospectus nor the Prospectus nor any other offering or marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither the preliminary prospectus nor the<br>Prospectus nor any other offering or marketing material relating to the Notes will be publicly distributed or otherwise made publicly available in Switzerland.
(8)	Taiwan: The Notes have not been and will not be registered or filed with, or approved by, the Financial<br>Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan pursuant to relevant securities laws and regulations of Taiwan and the Notes may not be issued, offered or sold within Taiwan through a public offering or in circumstances<br>which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or<br>entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the Notes in Taiwan. Each of the Managers represents, warrants and agrees that the Notes may be made available outside<br>Taiwan for purchase outside Taiwan by Taiwan residents, but will not be marketed, offered or sold in Taiwan.
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(9)	United Kingdom:
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(A)	Prohibitio n o f sale s t o U K Retai l Investors
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Each Manager has represented and agreed, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the United Kingdom. For the purposes of this provision:

(a)	the expression retail investor means a person who is one (or more) of the following:
(i)	a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of<br>domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or
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(ii)	a customer within the meaning of the provisions of the the Financial Services and Markets Act 2000 (the<br>“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as<br>it forms part of domestic law by virtue of the EUWA; or
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(iii)	not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law<br>by virtue of the EUWA; and
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(b)	the expression an offer includes the communication in any form and by any means of sufficient information on<br>the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
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(B)	Othe r regulator y restrictions
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Each of the Managers represents, warrants and agrees that:

(a)	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an<br>invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Bank; and<br>
(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it<br>in relation to the Notes in, from or otherwise involving the United Kingdom.
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(10)	General: In addition to the specific restrictions set out above, each of the Managers severally<br>represents, warrants and agrees that it will not take any action (including without limitation, the possession or distribution of the preliminary prospectus, the Prospectus or any other offering document or any publicity or other material relating<br>to the Notes) in any country or jurisdiction outside of the United States where such action would (i) result in any violation of applicable law or (ii) cause the issuance of the Notes to be considered an offering to the public under<br>applicable law.
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ARTICLE 4

(REPRESENTATIONS AND WARRANTIES)

(1)	The Bank represents and warrants (in addition to the representations and warranties contained in the selling<br>restrictions set out in Article 3, which the Bank hereby makes and, for this purpose, all references in such selling restrictions to “Managers” or “Manager” shall be deemed to refer to the Bank) to each of the Managers as of<br>the date hereof (which corresponds to the Time of Sale referred to in Article 4(1)(a) hereof), and agrees with each Manager, as follows:
(a)	the Registration Statement, as amended by the Bank by pre-effective<br>amendment no. 1 thereto, filed with the Commission on August 14, 2018, and pre-effective amendment no. 2 thereto, filed with the Commission on August 17, 2018, was declared effective by the<br>Commission on August 20, 2018; and as of the date hereof, no post-effective amendment thereto (whether effective or not effective) has been filed by the Bank with the Commission. No stop order suspending the effectiveness of the Registration<br>Statement has been issued under the Securities Act and is in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Bank, are contemplated by the Commission, and any request on the part of the<br>Commission for additional information has been complied with.
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(1)

The Bank represents and warrants (in addition to the representations and warranties contained in the selling restrictions set out in Article 3, which the Bank hereby makes and, for this purpose, all references in such selling restrictions to “Managers” or “Manager” shall be deemed to refer to the Bank) to each of the Managers as of the date hereof (which corresponds to the Time of Sale referred to in Article 4(1)(a) hereof), and agrees with each Manager, as follows:

(a)

the Registration Statement, as amended by the Bank by pre-effective amendment no. 1 thereto, filed with the Commission on August 14, 2018, and pre-effective amendment no. 2 thereto, filed with the Commission on August 17, 2018, was declared effective by the Commission on August 20, 2018; and as of the date hereof, no post-effective amendment thereto (whether effective or not effective) has been filed by the Bank with the Commission. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and is in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Bank, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

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

Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and on the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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

As used in this subsection and elsewhere in this Agreement:

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

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

“Time of Sale” means 3:57 p.m. (Eastern time) on January 11, 2021 or such other time as agreed by the Bank and the Managers.

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

(b)	the documents incorporated by reference in the Registration Statement and the Prospectus pursuant to Item 6 of<br>Form F-3 under the Securities Act, at the time they were or hereafter are filed or submitted with the Commission prior to the end of the Closing Date, complied and will comply in all material respects with the<br>requirements of the Exchange Act and the Exchange Act Regulations and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the earlier of the time the<br>Prospectus was first used and the date and time of the first contract of sale of Notes in this offering and (c) on the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required<br>to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(c)	the Bank is duly incorporated and validly existing under the laws of the Federal Republic of Germany, with full<br>power and authority to own its properties and conduct its business as described in the Prospectus and is lawfully qualified to do business in those jurisdictions in which business is conducted by it;
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(b)

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

(c)

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

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(d)	this Agreement has been, or on the Closing Date, will have been, duly authorized, executed and delivered by the<br>Bank and constitutes, or on the Closing Date, will constitute, valid and legally binding obligations of the Bank, enforceable in accordance with its terms;
(e)	the Notes have been duly authorized by the Bank and, when duly executed, issued and delivered in accordance<br>with the terms of this Agreement and the Subordinated Indenture, will constitute valid and legally binding obligations of the Bank, enforceable in accordance with their terms;
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(f)	no action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of<br>any consent or licence or the making of any filing or registration) for the issue of the Notes or the compliance by the Bank with the terms of the Notes and this Agreement, except for those which have been, or will prior to the Closing Date,<br>obtained and are, or will on the Closing Date, be, in full force and effect;
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(g)	the execution and delivery of this Agreement, the issue of the Notes and compliance with the terms of this<br>Agreement do not and will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Bank’s constitutive documents or any indenture, trust deed, mortgage or other agreement or<br>instrument to which the Bank is a party or by which the Bank or any of its properties is bound, or (ii) infringe any existing applicable law, rule, regulation, judgement, order or decree of any government, governmental body or court or<br>regulatory body, of or in the United States or Germany having jurisdiction over the Bank or any of its properties;
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(h)	there are no contracts or documents which are required to be described in the Registration Statement, the<br>Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required;
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(i)	neither the Bank nor any of its affiliates (with the exception of the Lead Manager as set forth in the<br>Prospectus) have taken, nor will the Bank or any affiliate take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of any<br>security of the Bank with the purpose of facilitating the sale or resale of the Notes;
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(j)	the Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or<br>8(e) of the Securities Act, and the Bank is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Notes;
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(k)	the financial statements included in the Registration Statement, the General Disclosure Package and the<br>Prospectus, together with the related supplemental financial information, schedules and notes, present fairly in all material respects the financial position of the Bank and its consolidated subsidiaries on the basis stated in the Registration<br>Statement at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Bank and its consolidated subsidiaries for the periods specified, said financial statements have been prepared in conformity with<br>international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), applied on a consistent basis throughout the periods involved, except as disclosed therein;
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(l)	the accountants who certified the financial statements and supporting schedules included in the Registration<br>Statement are independent public accountants as required by the Securities Act and the Securities Act Regulations;
(m)	except as disclosed in the Registration Statement, there are no pending actions, suits or proceedings against<br>or affecting the Bank or any of its properties which, if determined adversely to the Bank, would adversely affect the ability of the Bank to perform its obligations under this Agreement, the Subordinated Indenture or the Notes and, to the best of<br>the Bank’s knowledge, no such actions, suits or proceedings are threatened or contemplated;
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(n)	none of the Bank, its affiliates, or any persons acting on its behalf has engaged or will engage in any<br>jurisdiction referred to in Article 3 in any activity with respect to the issue and offering of the Notes that is not permitted by the laws of such jurisdiction;
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(o)	the Bank is not and, after giving effect to the transactions contemplated herein, will not be an<br>“investment company,” or an entity “controlled” by an “investment company” as such terms are defined in the U.S. Investment Company Act of 1940, as amended;
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(p)	except as described in the Prospectus, the Bank maintains a system of internal accounting controls with respect<br>to the Bank and its subsidiaries sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit<br>preparation of financial statements in conformity with IFRS and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, and (D) the recorded<br>accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Prospectus, since the end of the Bank’s most recent audited<br>fiscal year, there has been (x) no material weakness in the Bank’s internal control over financial reporting (whether or not remediated) and (y) no change in the Bank’s internal control over financial reporting that has<br>materially affected, or is reasonably likely to materially affect, the Bank’s internal control over financial reporting. The Bank employs disclosure controls and procedures with respect to its subsidiaries that are designed to ensure that<br>information required to be disclosed by the Bank in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is<br>accumulated and communicated to the Bank’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.
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(q)	neither the Bank nor any of its subsidiaries nor, to the best knowledge of the Bank, any director, officer,<br>agent, employee or affiliate of the Bank or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of (i) the Foreign Corrupt Practices Act of 1977, as amended, and<br>the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or<br>authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or<br>official thereof or any candidate for foreign political office, in contravention of the FCPA, (ii) the United Kingdom Bribery Act 2010 (the “Bribery Act”), including, without limitation, engaging in<br>
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bribery or making other unlawful payments prohibited under the Bribery Act, or (iii) any other applicable anti-corruption law; and the Bank, its subsidiaries and, to the best knowledge of<br>the Bank, its affiliates have conducted their businesses in compliance with the FCPA, the Bribery Act and all other applicable anti-corruption laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably<br>expected to continue to ensure, continued compliance therewith; provided, however, excluded from the foregoing representations in this paragraph (q) are the matters underlying the settlements of the Bank with the U.S. Department of Justice and the<br>Commission announced on January 8, 2021.
(r)	neither the Bank, nor any of its subsidiaries or, to the best knowledge of the Bank, any director, officer or<br>employee of the Bank or any of its subsidiaries is an individual or entity (“Person”) that is the subject of any sanctions administered or enforced by the U.N. Security Council, the European Union, the United Kingdom, the Office of<br>Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State or other relevant sanctions authority (collectively, “Sanctions”); nor is the Bank or any of its subsidiaries<br>located, organized or resident in a country or territory that is the subject of comprehensive Sanctions regimes (currently Crimea, Cuba, Iran, North Korea and Syria (“Sanctioned States”)). The Bank will use the proceeds of the<br>offering of the Notes, or lend, contribute or otherwise make available such proceeds to any person or entity only for the purposes as disclosed in the Prospectus, and the Bank will not, directly or, to the Bank’s best knowledge, indirectly, use<br>the proceeds of the sale of the offering of the Notes to fund any activities of or business with any Person that, at the time of such funding, is the subject of Sanctions or is located, organized or resident in a Sanctioned State, except to the<br>extent permissible for a person required to comply with Sanctions. For the avoidance of doubt, nothing in this paragraph shall be interpreted to require the Bank or any of its subsidiaries to violate Section 7 of the German Foreign Trade<br>Ordinance (Au ß enwirtschaftsverordnung) or a similar applicable anti-boycott statute.
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(s)	(i) the Bank and its subsidiaries have established procedures reasonably designed to ensure compliance in all<br>material respects with the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable<br>governmental agency (collectively, the “Money Laundering Laws”), (ii) the Bank and, to the Bank’s best knowledge, any of its subsidiaries are, and have conducted their operations at all times, in compliance with the applicable<br>Money Laundering Laws, including U.S. financial recordkeeping and reporting requirements and the U.S. money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,<br>administered or enforced by any U.S. governmental agency, except where non-compliance would not constitute a material adverse change in the condition, financial or otherwise, or in the earnings, business<br>affairs or business prospects of the Bank and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), and (iii) no action, suit or proceeding by or<br>before any court or governmental agency, authority or body or any arbitrator involving the Bank or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Bank, threatened, except where such<br>action, suit or proceeding would not constitute a Material Adverse Effect.
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(2)	The representations and warranties in this Agreement shall be deemed repeated on the Closing Date.<br>
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ARTICLE 5

(COVENANTS OF THE BANK)

The Bank covenants with each of the Managers as follows:

(1)	The Bank, subject to Article 5(2), will comply with the requirements of Rule 430B and, during the period<br>beginning at the Time of Sale and ending on the later of the Closing Date or such date as in the opinion of counsel for the Managers the Prospectus is no longer required by law to be delivered in connection with the sales by the Managers or dealer,<br>including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), will notify the Managers immediately, and confirm the notice in writing (i) when any post-effective<br>amendment to the Registration Statement or new registration statement relating to the Notes shall become effective, or any supplement to the Prospectus or any amended Prospectus relating to the Notes shall have been filed, (ii) of the receipt<br>of any comments from the Commission to the Registration Statement, and (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the<br>Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information (except those relating to the offering of securities other than the Notes). The Bank, subject to Article 5(2), will<br>notify the Managers immediately, and confirm the notice in writing (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any new registration statement relating to the Notes or of<br>any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such<br>purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement (except those relating to the offering of securities other than the Notes) and (ii) if the Bank becomes the subject of a<br>proceeding under Section 8A of the Securities Act in connection with the offering of the Notes. The Bank will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on<br>Rule 424(b)(8)), and will take such steps as they deem necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, will promptly<br>file such prospectus. The Bank will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Bank has paid the required Commission<br>filing fees relating to the Notes in accordance with Rules 456 and 457 of the Securities Act Regulations.
(2)	The Bank will give the Managers notice of its intention to file or prepare any amendment to the Registration<br>Statement or new registration statement relating to the Notes or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Registration Statement or amendment thereto at the time it became<br>effective) or to the Prospectus, in each case relating to the Notes, whether pursuant to the Securities Act, the Exchange Act or otherwise, and the Bank will furnish the Managers with copies (which may be in electronic form) of any such documents a<br>reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Managers or counsel for the Managers shall object. The Bank has given the Managers notice of any filings made<br>pursuant to the Exchange Act or Exchange Act Regulations within 48 hours prior to the Time of Sale; the Bank will give the Managers notice of its intention to make any such filing from the Time of Sale to the Closing Date and will furnish the<br>Managers with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Managers or counsel<br>
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(1)

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

(2)

The Bank will give the Managers notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Notes or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, in each case relating to the Notes, whether pursuant to the Securities Act, the Exchange Act or otherwise, and the Bank will furnish the Managers with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Managers or counsel for the Managers shall object. The Bank has given the Managers notice of any filings made pursuant to the Exchange Act or Exchange Act Regulations within 48 hours prior to the Time of Sale; the Bank will give the Managers notice of its intention to make any such filing from the Time of Sale to the Closing Date and will furnish the Managers with copies (which may be in electronic form) of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Managers or counsel

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for the Managers shall reasonably object. The Bank will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Notes, in form and substance satisfactory to the Managers, and shall file such Final Term Sheet as an Issuer Free Writing Prospectus prior to the close of business two business days after the date hereof; provided that the Bank shall furnish the Managers with copies (which may be in electronic form) of any such Issuer Free Writing Prospectus a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Managers shall reasonably object.

(3)	The Bank has furnished or will deliver to the Managers and counsel for the Managers, without charge, copies of<br>the Registration Statement and of each amendment thereto relating to the Notes (including exhibits filed therewith or incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the<br>Managers, without charge, a conformed copy of the Registration Statement and of each amendment thereto relating to the Notes (without exhibits). The copies of the Registration Statement and each amendment thereto furnished to the Managers will be<br>identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(4)	The Bank has delivered to the Managers, without charge, as many copies of each preliminary prospectus as the<br>Managers reasonably requested, and the Bank hereby consents to the use of such copies for purposes permitted by the Securities Act. The Bank will furnish to the Managers, without charge, during the Prospectus Delivery Period, such number of copies<br>of the Prospectus (as amended or supplemented) as the Managers may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Managers will be identical to the electronically transmitted copies thereof filed with<br>the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
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(5)	The Bank will comply with the Securities Act and the Securities Act Regulations, the Exchange Act and the<br>Exchange Act Regulations and the Trust Indenture Act and the Trust Indenture Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. If at any time during the<br>Prospectus Delivery Period any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Managers or for the Bank, to amend the Registration Statement or amend or supplement the<br>Prospectus or the General Disclosure Package in order that the Prospectus or the General Disclosure Package will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein<br>not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to amend the Registration Statement or to file a new<br>registration statement or amend or supplement the Prospectus or the General Disclosure Package in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Bank will promptly prepare and file with the<br>Commission, subject to Article 5 (2), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Bank will use its best efforts to have<br>such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Bank will furnish to the Managers such number of copies of such<br>amendment, supplement or new registration statement as the Managers may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free<br>Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or included or would include an untrue statement of<br>a material fact or omitted or would omit to state a material fact
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necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Bank will promptly notify the Managers and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(6)	The Bank will endeavour, in cooperation with the Managers, to qualify the Notes for offer and sale under the<br>securities or Blue Sky laws of such jurisdictions as the Managers shall reasonably request and to maintain such qualifications for as long as may be required for the distribution of the Notes.
(7)	The Bank will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally<br>available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Managers the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.
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(8)	The Bank will use the net proceeds received by them from the sale of the Notes in the manner specified in the<br>Prospectus under “Use of Proceeds.”
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(9)	The Bank, during the Prospectus Delivery Period, will file all documents required to be filed with the<br>Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the Exchange Act Regulations.
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(10)	The Bank represents and agrees that unless it obtains the prior consent of the Managers, and the each of the<br>Managers represents and agrees that, unless it obtains the prior consent of the Bank, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a<br>“free writing prospectus,” as defined in Rule 405, required to be filed with the Commission, and the Bank and each of the Managers represents and agrees that Schedule A hereto is a complete list of all free writing prospectuses for which<br>such consent was received, provided, however, that prior to the preparation of the Final Term Sheet in accordance with Article 5(2), the Managers are authorized to use the information with respect to the final terms of the Notes in<br>communications conveying information relating to the offering to investors. Any such free writing prospectus consented to by the Bank and the Managers is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Bank represents<br>that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,<br>including timely filing with the Commission where required, legending and record keeping.
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ARTICLE 6

(CONDITIONS PRECEDENT AND PAYMENT)

(1)	The obligations of the Managers to purchase the Notes are subject to the following conditions precedent:<br>
(a)	On the Closing Date there have been no events making any of the representations and warranties contained in<br>this Agreement untrue or incorrect in any material respect as though they had been given and made on such date and the Bank shall have performed all of its obligations hereunder to be performed on or before the Closing Date.
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(b)	The Registration Statement has become effective and on the Closing Date no stop order suspending the<br>effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been<br>complied with to the reasonable satisfaction of the Managers. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment<br>providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B). The Bank shall have paid the required Commission filing fees relating to the Notes in accordance with Rules 456 and 457 of the<br>Securities Act Regulations.
(c)	The delivery of legal opinions to the Managers on the Closing Date in such form and with such contents as the<br>Managers may reasonably require from (i) Cleary Gottlieb Steen & Hamilton LLP, legal advisers to the Bank as to the laws of the State of New York and the federal laws of the United States, (ii) Davis Polk & Wardwell<br>London LLP, legal advisers to the Managers as to the law of the State of New York and the federal laws of the United States, and (iii) Group Legal Services of the Bank.
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(d)	The delivery of such certificates and other documents as the Managers may reasonably request.<br>
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(e)	On the Closing Date, the Notes shall be rated at least Ba2 by Moody’s Investor Service Inc., BB+ by<br>Standard & Poor’s Rating Services, and BB+ by Fitch Ratings, and the Bank shall have delivered to the Managers a letter dated on or about the Closing Date, from such rating agency, or other evidence satisfactory to the Bank, confirming<br>that the Notes have such rating (or will have such rating on or about the Closing Date), and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the securities or the Bank by any “nationally<br>recognized statistical rating agency,” as that term is defined in Section 3(a)(62) of the Exchange Act, and no such organization shall have publicly announced that it has under surveillance or review its rating of any securities of the<br>Bank.
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(2)	The “Closing Date” shall be January 14, 2021, at 9:00 a.m. (Eastern Time), or such other time<br>and date as the Bank and the Managers shall agree in writing.
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(3)	On the Closing Date the Managers shall pay the purchase price as mentioned in Article 2(1) in same day<br>funds into a U.S. $-denominated account to be named by the Bank.
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ARTICLE 7

(CHANGE OF CIRCUMSTANCES)

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

(1)	in the opinion of the Lead Manager, circumstances shall be such as:
(a)	to prevent or to a material extent restrict payment for the Notes in the manner contemplated in this Agreement;<br>or
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(b)	to a material extent prevent or restrict settlement of transactions in the Notes in the market or otherwise; or<br>
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(2)	in the opinion of the Lead Manager, there shall have been:
(a)	any change in national or international political, legal, tax or regulatory conditions; or<br>
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(b)	any calamity or emergency,
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which has in its view caused a substantial deterioration in the price and/or value of the Notes, and, upon notice being given, the parties to this Agreement shall (except for the liability of the Bank in relation to expenses as provided in Article 8 and except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement.

ARTICLE 8

(INDEMNITY)

(1)	Indemnification of Managers. The Bank agrees to indemnify and hold harmless each Manager, its<br>affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), and each person, if any, who controls any Manager within the meaning of Section 15 of the Securities Act or Section 20 of<br>the Exchange Act as follows:
(a)	against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any<br>untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or<br>necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any<br>amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;<br>
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(b)	against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the<br>aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged<br>untrue statement or omission; provided that (subject to Article 8(5) below) any such settlement is effected with the written consent of the Bank;
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(c)	against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by<br>the Lead Manager, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue<br>statement or omission, or any such alleged untrue statement or omission), to the extent that any such expense is not paid under (a) or (b) above;
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provided, however, that (x) this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Bank by any Manager expressly for use in the Registration Statement (or any amendment thereto), any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) and (y) the foregoing indemnity agreement with respect to the preliminary prospectus shall not inure to the benefit of any Manager from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Manager where it shall have been determined by a court of competent jurisdiction by final judgment that (A) prior to the Time of Sale the Bank shall have notified such Manager that the preliminary prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (B) such untrue statement or omission of a material fact was corrected in an amended or supplemented preliminary prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected preliminary prospectus or issuer free writing prospectus was provided to such Manager far enough in advance of the Time of Sale so that such corrected preliminary prospectus or issuer free writing prospectus could have been delivered or otherwise conveyed to such person prior to the Time of Sale, (C) such corrected preliminary prospectus or issuer free writing prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not delivered or otherwise conveyed to such person at or prior to the Time of Sale, and (D) such loss, claim, damage or expense would not have occurred had the corrected preliminary prospectus or issuer free writing prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been delivered or otherwise conveyed to such person as provided for in (C).

(2)	Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any<br>person who is a partner of a Manager or who controls a Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Bank or<br>controls the Bank within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Bank in the Registration Statement under<br>“Part II, Item 10 (Undertakings)”.
(3)	Indemnification of the Bank, Directors and Officers. Each Manager severally agrees to indemnify and hold<br>harmless the Bank, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Bank within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against<br>any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (1)(a) of this Article, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made<br>in the Registration Statement (or any amendment thereto) or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information<br>furnished to the Bank by such Manager expressly for use therein.
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(4)	Indemnification of Qualified Independent Underwriter. Without limitation of and in addition to its<br>obligations under the other paragraphs of this Article 8, the Bank agrees to indemnify and hold harmless the Qualified Independent Underwriter, its directors, officers, employees and agents and each person who controls the Qualified Independent<br>Underwriter within the meaning
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of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon the Qualified Independent Underwriter’s acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering contemplated by this Agreement, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Bank will not be liable in any such case to the extent that any such loss, claim, damage or liability results from the gross negligence or willful misconduct of the Qualified Independent Underwriter. Article 8(3) shall apply equally to any action or proceeding brought against the Qualified Independent Underwriter or any such person in respect of which indemnity may be sought against the Bank pursuant to the immediately preceding sentence, except that the Bank shall be liable for the expenses of one separate counsel (in addition to any local counsel) for the Qualified Independent Underwriter and any such person, separate and in addition to counsel for the persons who may seek indemnification pursuant to Article 8(1), in any such action or proceeding.

(5)	Actions against Parties; Notification. Each indemnified party shall give notice as promptly as<br>reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability<br>hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant<br>to Article 8(1) above, counsel to the indemnified parties shall be selected by the Lead Manager, and, in the case of parties indemnified pursuant to Article 8(3) above, counsel to the indemnified parties shall be selected by the Bank. An<br>indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the<br>indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action<br>or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or<br>consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under<br>this Article 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (A) includes an unconditional release of each indemnified party from all liability<br>arising out of such litigation, investigation, proceeding or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(6)	Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have<br>requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Article 8(1)(b) effected without its<br>written consent if (A) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (B) such indemnifying party shall have received notice of the terms of such settlement at least 45<br>days prior to such settlement being entered into and (C) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
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(5)

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

(6)

Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Article 8(1)(b) effected without its written consent if (A) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (B) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (C) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

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ARTICLE 9

(CONTRIBUTION)

(1)	To the extent the indemnification provided for in Article 8 hereof is unavailable to an indemnified party or<br>insufficient in respect of any loss, liability, claim, damage or expense referred to therein in connection with any offering of Notes, then each indemnifying party under Article 8, in lieu of indemnifying such indemnified party thereunder, shall<br>contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand and<br>the Managers on the other hand from the offering of such Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to<br>in clause (i) above but also the relative fault of the Bank on the one hand and the Managers on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other<br>relevant equitable considerations; provided in each case, however, that in no case shall the Qualified Independent Underwriter in its capacity as “qualified independent underwriter” (within the meaning of FINRA Rule 5121) be<br>responsible for any amount in excess of the compensation received by the Qualified Independent Underwriter for acting in such capacity. The relative benefits received by the Bank on the one hand and the Managers on the other hand in connection with<br>the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Bank bear to the total discounts and commissions received by<br>the Managers in respect thereof. The benefits received by the Qualified Independent Underwriter in its capacity as “qualified independent underwriter” (within the meaning of FINRA Rule 5121) shall be deemed to be equal to the compensation<br>received by the Qualified Independent Underwriter for acting in such capacity. The relative fault of the Bank on the one hand and of the Managers on the other hand shall be determined by reference to, among other things, whether the untrue or<br>alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Bank or by the Managers and the parties’ relative intent, knowledge, access to information and<br>opportunity to correct or prevent such statement or omission.
(2)	The Bank and the Managers agree that it would not be just or equitable if contribution pursuant to this Article<br>9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Article 9(1). The amount paid or payable by an indemnified party as a result of the loss,<br>liability, claim, damage and expense referred to in Article 9(1) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or<br>defending any such action or claim. Notwithstanding the provisions of this Article 9(2), no Managers shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Manager with<br>respect to the offering of Notes referred to in Article 9(1) that were offered and sold to the public through the Managers exceeds the amount of any damages that such Managers has otherwise been required to pay by reason of such untrue or alleged<br>untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such<br>fraudulent misrepresentation. The remedies provided for in this Article 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
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(1)

To the extent the indemnification provided for in Article 8 hereof is unavailable to an indemnified party or insufficient in respect of any loss, liability, claim, damage or expense referred to therein in connection with any offering of Notes, then each indemnifying party under Article 8, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand and the Managers on the other hand from the offering of such Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank on the one hand and the Managers on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations; provided in each case, however, that in no case shall the Qualified Independent Underwriter in its capacity as “qualified independent underwriter” (within the meaning of FINRA Rule 5121) be responsible for any amount in excess of the compensation received by the Qualified Independent Underwriter for acting in such capacity. The relative benefits received by the Bank on the one hand and the Managers on the other hand in connection with the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Bank bear to the total discounts and commissions received by the Managers in respect thereof. The benefits received by the Qualified Independent Underwriter in its capacity as “qualified independent underwriter” (within the meaning of FINRA Rule 5121) shall be deemed to be equal to the compensation received by the Qualified Independent Underwriter for acting in such capacity. The relative fault of the Bank on the one hand and of the Managers on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Bank or by the Managers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(2)

The Bank and the Managers agree that it would not be just or equitable if contribution pursuant to this Article 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Article 9(1). The amount paid or payable by an indemnified party as a result of the loss, liability, claim, damage and expense referred to in Article 9(1) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article 9(2), no Managers shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Manager with respect to the offering of Notes referred to in Article 9(1) that were offered and sold to the public through the Managers exceeds the amount of any damages that such Managers has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Article 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

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(3)

The indemnity and contribution provisions contained in Article 8 and this Article 9 and the representations, warranties and other statements of the Bank, its officers and the Managers set forth in or made pursuant to this Agreement will remain operative and in full force and effect regardless of any termination of this Agreement, any investigation made by or on behalf of any Manager or any person controlling any Manager or by or on behalf of the Bank, its officers or directors or any person controlling the Bank and acceptance of and payment for any of the Notes.

ARTICLE 10

(PAYMENT OF EXPENSES)

The Bank will pay all documented out of pocket expenses incident to the performance of the Manager’s obligations under this Agreement, including but not limited to (i) the reasonable fees and disbursements of counsel to the Managers, and (ii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Managers in connection with, the review by the FINRA of the terms of the sale of the Notes, including the fees and expenses, if any, of Citigroup Global Markets Inc. acting as “qualified independent underwriter” within the meaning of FINRA Rule 5121.

ARTICLE 11

(PARTIAL INVALIDITY)

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

ARTICLE 12

(MISCELLANEOUS)

(1)

Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement, it being understood that all of the parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective as delivery of a manually executed counterpart of this Agreement. Each of the parties represents that it has undertaken commercially reasonable steps to verify the identity of each individual person executing any such counterparts via electronic signature on behalf of such party and has and will maintain sufficient records of the same. This Agreement shall become effective when each party shall have received a counterpart hereof signed by all of the other parties.

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

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60–4120

New York, New York 10005

Attention: Treasury / US Issuance

Deutsche Bank AG New York Branch

60 Wall Street, Mail Stop NYC60–3610

New York, New York 10005

Attention: Legal Department / US Issuance

or, if sent to the Qualified Independent Underwriter, will be mailed or delivered and confirmed to the Qualified Independent Underwriter at the following address:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

(3)	No Advisory or Fiduciary Relationship. The Bank acknowledges and agrees that (a) the purchase and<br>sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction<br>between the Bank, on the one hand, and the several Managers and the Qualified Independent Underwriter, on the other hand; (b) in connection with the offering contemplated hereby and the process leading to such transaction each Manager and the<br>Qualified Independent Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Bank, or its stockholders, creditors, employees or any other party; (c) no Manager or the Qualified Independent Underwriter<br>has assumed or will assume an advisory or fiduciary responsibility in favor of the Bank with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Manager or the Qualified Independent Underwriter<br>has advised or is currently advising the Bank on other matters) and no Manager or the Qualified Independent Underwriter has any obligation to the Bank with respect to the offering contemplated hereby except the obligations expressly set forth in<br>this Agreement; (d) the Managers and the Qualified Independent Underwriter and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Bank; and (e) the Managers and<br>the Qualified Independent Underwriter have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Bank has consulted its own legal, accounting, regulatory and tax advisors to the extent<br>deemed appropriate.
(4)	Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their<br>respective successors and the officers, directors and controlling persons referred to in Article 8 and Article 9, and no other person will have any right or obligation hereunder.
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(3)

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

(4)

Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Article 8 and Article 9, and no other person will have any right or obligation hereunder.

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(5)	Headings. The headings of the Articles, and Sections (if any), of this Agreement have been inserted for<br>convenience of reference only and shall not be deemed a part of this Agreement.
(6)	Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral)<br>between the Bank and the several Managers and the Qualified Independent Underwriter, or any of them, with respect to the subject matter hereof.
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(7)	Parties. This Agreement shall each inure to the benefit of and be binding upon the Managers and the Bank<br>and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Managers and the Bank and their respective successors and the controlling<br>persons and officers and directors referred to in Article 8 and Article 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. This<br>Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Managers and the Bank and their respective successors, and said controlling persons and officers and directors and their heirs and legal<br>representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Manager shall be deemed to be a successor by reason merely of such purchase.
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(8)	Several obligations. The obligations of each Manager under this Agreement are several and not joint.<br>
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ARTICLE 13

(APPLICABLE LAW; SUBMISSION TO JURISDICTION;

WAIVER OF JURY TRIAL; JUDGMENT CURRENCY)

(1)	This Agreement and any non-contractual obligations arising out of or in<br>relation to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
(2)	Each of the parties hereto agrees that any legal suit, action or proceeding brought by any Manager or by any<br>person controlling any Manager, arising out of or based upon this Agreement may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York, and, to the fullest extent permitted by law, waives any objection<br>which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding. The Bank has appointed DB USA Corporation, 60 Wall Street, New York, New<br>York 10005, Attention: Office of the Secretary, as its authorized agent (the “Authorized Agent”) upon which process may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York by any<br>Manager and the Bank expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable unless and until a successor authorized agent, located or with an office in the Borough of Manhattan, City and<br>State of New York, shall have been appointed by the Bank and such appointment shall have been accepted by such successor authorized agent. The Bank represents and warrants that the Authorized Agent has agreed to act as said agent for service of<br>process, and the Bank agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized<br>Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Bank.
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(1)

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

(2)

Each of the parties hereto agrees that any legal suit, action or proceeding brought by any Manager or by any person controlling any Manager, arising out of or based upon this Agreement may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding. The Bank has appointed DB USA Corporation, 60 Wall Street, New York, New York 10005, Attention: Office of the Secretary, as its authorized agent (the “Authorized Agent”) upon which process may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York by any Manager and the Bank expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable unless and until a successor authorized agent, located or with an office in the Borough of Manhattan, City and State of New York, shall have been appointed by the Bank and such appointment shall have been accepted by such successor authorized agent. The Bank represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Bank agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Bank.

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(3)	EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY<br>AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(4)	The Bank, on the one hand, and the Managers severally, on the other hand, agree to indemnify the other against<br>loss incurred as a result of any judgment or order being given or made for any amount due hereunder or under the Notes and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States<br>dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which<br>such indemnified party would have been able to purchase United States dollars with the amount of the Judgment Currency actually received by it if such indemnified party had utilized such amount of Judgment Currency to purchase United States dollars<br>as promptly as practicable upon receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Bank and the Managers and shall continue in full force and effect notwithstanding any such judgment or order as<br>aforesaid. The term “rate of exchange” shall include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
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(3)

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(4)

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

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ARTICLE 14

(BAIL-IN POWER)

(1)	Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding among<br>the Bank, any Manager organized in a member state of the European Economic Area which has implemented the Bail-in Legislation or the United Kingdom (together with the Bank, each a “BRRDParty”) and the Managers, each BRRD Party and each Manager acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant<br>Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a)	the effect of the exercise of Bail-in Powers by the Relevant Resolution<br>Authority in relation to any BRRD Liability of a BRRD Party (“Relevant BRRD Party”) to the other BRRD Party or to such Manager under this Agreement, that (without limitation) may include and result in any of the following, or some<br>combination thereof:
---	---
(i)	the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon on a permanent<br>basis;
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(ii)	the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations<br>of the Relevant BRRD Party or another person, and the issue to or conferral on the other BRRD Party or such Manager of such shares, securities or obligations;
---	---
(iii)	the cancellation of the BRRD Liability; and/or
---	---
(iv)	the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any<br>payments are due, including by suspending payment for a temporary period; and
---	---
(b)	the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give<br>effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
---	---

(2)	Neither a reduction, in part or in full, of any BRRD Liability, the conversion thereof into another security or<br>obligation of the Relevant BRRD Party or another person, as a result of the exercise of the Bail-in Power by the Relevant Resolution Authority with respect to the Relevant BRRD Party, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to the Agreement will be an event of default or otherwise constitute non-performance of a contractual<br>obligation, or entitle the Manager to any remedies (including equitable remedies), which are hereby expressly waived.
(3)	For purposes of this Article 14:
---	---

(2)

Neither a reduction, in part or in full, of any BRRD Liability, the conversion thereof into another security or obligation of the Relevant BRRD Party or another person, as a result of the exercise of the Bail-in Power by the Relevant Resolution Authority with respect to the Relevant BRRD Party, nor the exercise of any Bail-in Power by the Relevant Resolution Authority with respect to the Agreement will be an event of default or otherwise constitute non-performance of a contractual obligation, or entitle the Manager to any remedies (including equitable remedies), which are hereby expressly waived.

(3)

For purposes of this Article 14:

---

“Bail-in Legislation” means (i) in relation to the United Kingdom, Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); or (ii) in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means (i) in relation to the United Kingdom, the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability; or (ii) in relation to a member state of the European Economic Area, any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at https://www.lma.eu.com/documents-guidelines/eu-bail-legislation-schedule (or any such successor web page).

“BRRD Liability” means a liability in respect of which the relevant Bail-in Powers in the applicable Bail-in Legislation may be exercised.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Relevant BRRD Party.

ARTICLE 15

(RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES)

(1)	In the event that any Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special<br>Resolution Regime, the transfer from such Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this<br>Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(2)	In the event that any Manager that is a Covered Entity or a Covered Affiliate of such Manager becomes subject<br>to a proceeding under a U.S. Special Resolution Regime, any Default Rights under this Agreement that may be exercised against such Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.<br>Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
---	---

(1)

In the event that any Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(2)

In the event that any Manager that is a Covered Entity or a Covered Affiliate of such Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under this Agreement that may be exercised against such Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

---

(3)	For purposes of this Article 15:

“Covered Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(a)	a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §<br>252.82(b);
(b)	a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §<br>47.3(b); or
---	---
(c)	a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §<br>382.2(b).
---	---

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, EACH OF THE UNDERSIGNED HAS CAUSED THIS PURCHASE AGREEMENT TO BE EXECUTED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE.

DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Jonathan Blake
	Name: Jonathan Blake
	Title: Managing Director
By:	/s/ Thomas Rueckert
	Name: Thomas Rueckert
	Title: Vice President
CONFIRMED AND ACCEPTED<br> <br>asof the date first above written:
---	---
THE MANAGERS LISTED UNDER SCHEDULE B HERETO
By:	DEUTSCHE BANK SECURITIES INC.
60 Wall Street<br> <br>New<br>York, New York 10005<br> <br>Attention: Debt Capital Markets Syndicate Desk,<br><br><br>with a copy to General Counsel, fax: (646) 374-1071
By:	/s/ Christopher J. Kulusic
	Name: Christopher J. Kulusic
	Title: Director
By:	/s/ Jeanmarie Genirs
	Name: Jeanmarie Genirs
	Title: Managing Director, DBSI
CITIGROUP GLOBAL MARKETS INC.<br><br><br>in its capacity as Qualified Independent Underwriter
By:	/s/ Adam D. Bordner
	Name: Adam D. Bordner
	Title: Director

SCHEDULE A

Final Term Sheet, dated January 11, 2021, in respect of the Notes as filed pursuant to Rule 433 on January 11, 2021.

SCHEDULE B

Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
Scotia Capital (USA) Inc.
Santander Investment Securities Inc.
TD Securities (USA) LLC
Barclays Capital Inc.
BBVA Securities Inc.
Commerz Markets LLC
Intesa Sanpaolo S.p.A.
UniCredit Capital Markets LLC
UBS Securities LLC
Citizens Capital Markets, Inc.
Regions Securities LLC
Academy Securities, Inc.
Bancroft Capital LLC
Capital Institutional Services, Inc.
Mischler Financial Group, Inc.

EX-4.7(k)

Exhibit 4.7(k)

Seventh Supplemental Subordinated Indenture

DEUTSCHE BANK AKTIENGESELLSCHAFT,

Issuer

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Paying Agent, Transfer Agent and Registrar and Authenticating Agent

Seventh Supplemental Subordinated Indenture

Dated as of January 14, 2021

to the Subordinated Indenture

Dated as of May 21, 2013

TABLE OF CONTENTS

ARTICLE 1	MODIFICATIONS TO THE PROVISIONS<br>OF THE INDENTURE	2
Section 1.01	Amendment to Section 2.03 of the Indenture	2
Section 1.02	Amendment to Section 2.06 of the Indenture	4
Section 1.03	Amendment to Section 1.02 of the Third Supplemental Subordinated Indenture	5
Section 1.04	Amendment to Section 1.02(l) of the Third Supplemental Subordinated Indenture	5
Section 1.05	Amendment to Section 9.01 of the Indenture	5
Section 1.06	Amendment to Section 12.01 of the Indenture	5
ARTICLE 2	MISCELLANEOUS PROVISIONS	5
Section 2.01	Further Assurances	5
Section 2.02	Other Terms of Indenture	5
Section 2.03	Terms Defined	5
Section 2.04	Governing Law	5
Section 2.05	Counterparts	6
Section 2.06	Responsibility of the Trustee	6

THIS SEVENTH SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of January 14, 2021 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

W I T N E S S E T H :

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

WHEREAS, the Issuer and the Trustee are parties to that certain third supplemental subordinated indenture, dated as of December 1, 2017, among the Issuer, the Trustee and DBTCA (the “Third Supplemental Subordinated Indenture”), adding certain provisions to, and modifying certain provisions of, the Base Indenture, and that certain fifth supplemental subordinated indenture, dated as of July 8, 2020, among the Issuer, the Trustee and DBTCA (the “Fifth Supplemental Subordinated Indenture”), modifying certain provisions of the Base Indenture (references to the “Indenture” herein shall mean the Base Indenture as amended by the Third Supplemental Subordinated Indenture and the Fifth Supplemental Subordinated Indenture);

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

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

WHEREAS, the Issuer and the Trustee desire to amend the Indenture in respect of certain Securities to be issued under the Indenture on or after the date of this Seventh Supplemental Subordinated Indenture to modify certain provisions of the Indenture to provide that such Securities shall be subject to those provisions in their amended form;

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

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

NOW, THEREFORE:

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

ARTICLE 1 ****

MODIFICATIONS TO THE PROVISIONS OF THE INDENTURE

Section 1.01 Amendment to Section 2.03 of the Indenture . With respect to the Securities to be issued under the Indenture on or after the date of this Seventh Supplemental Subordinated Indenture, unless any such Security is a further issuance of Securities with the same terms as Securities originally issued prior to the date of this Seventh Supplemental Subordinated Indenture, the second paragraph of Section 2.03 of the Indenture, which reads as follows, shall be deleted in its entirety:

“The Securities constitute unsecured and subordinated obligations of the Issuer, ranking pari passu among themselves and, subject to applicable law from time to time, pari passu with all other equally subordinated obligations of the Issuer under other instruments issued as, and qualifying from time to time as, Tier 2 capital within the meaning of Article 63 of the CRR. In the event Resolution Measures are imposed on the Issuer or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren), composition or other proceedings for the avoidance of insolvency of, or against, the Issuer, the obligations under the Securities shall be fully subordinated to all obligations which do not qualify as own funds within the meaning of the CRR; in any such event, no amounts shall be payable in respect of the Securities until all senior ranking obligations in accordance with this provision have been satisfied in full. Obligations which rank senior to the obligations under the Securities include (i) all claims of unsubordinated creditors of the Issuer (including claims against the Issuer under its unsecured and unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including obligations of the Issuer under any such debt instruments that were issued by the Issuer before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) (or any successor provision thereof)), (ii) the claims specified in Section 39(1) nos. 1 to 5 of the German Insolvency Code (Insolvenzordnung) (or any successor provision thereof) and (iii) contractually subordinated obligations of the Issuer within the meaning of Section 39(2) of the

German Insolvency Code (or any successor provision thereof) which do not qualify as own funds (within the meaning of the CRR) at the time Resolution Measures are imposed on the Issuer or in the event of a dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer (any such senior-ranking claims and obligations, the “Priority Claims”).

The Securities may be issued in one or more series and each such series shall rank equally and pari passu with all other unsecured and equally subordinated debt (it being understood that no Priority Claims constitute such equally subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any other indebtedness, and in particular, if such debt is expressed to rank junior to the Securities, then the Securities shall rank senior to such junior debt, but junior to the Priority Claims, except as otherwise provided by applicable law. For the avoidance of doubt, Senior Indebtedness shall constitute Priority Claims; the Securities are subordinated to, and shall rank junior to, Senior Indebtedness. There shall be established in one or more Board Resolutions, in one or more Officers’ Certificates detailing such establishment or in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series:”

and shall be replaced with the following:

“The Securities are intended to qualify as own funds instruments of the Issuer within the meaning of Article 4(1) no. 119 of the CRR (“Own Funds Instruments”) constituting own funds in the form of Tier 2 capital (Ergänzungskapital) within the meaning of Article 63 of the CRR. The obligations under the Securities constitute unsecured and subordinated obligations of the Issuer, ranking pari passu among themselves and, subject to applicable law from time to time, pari passu with all other equally subordinated obligations of the Issuer, under other instruments issued as, and qualifying from time to time as, own funds in the form of Tier 2 capital within the meaning of Article 63 of the CRR. In the event Resolution Measures are imposed on the Issuer or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren), composition or other proceedings for the avoidance of insolvency of, or against, the Issuer, the obligations under the Securities shall be fully subordinated to all obligations which do not qualify as Own Funds Instruments; this includes (i) all claims of unsubordinated creditors of the Issuer (including claims against the Issuer under its unsecured and unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including obligations of the Issuer under any such debt instruments that were issued by the Issuer before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) (or any successor provision thereof)), (ii) the claims specified in Section 39(1) nos. 1 to 5 of the German Insolvency Code

(Insolvenzordnung) (or any successor provision thereof) and (iii) contractually subordinated obligations of the Issuer within the meaning of Section 39(2) of the German Insolvency Code (or any successor provision thereof) which do not qualify as Own Funds Instruments at the time Resolution Measures are imposed on the Issuer or in the event of a dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer (any such senior-ranking claims and obligations, the “Priority Claims”). In any such event, no amounts shall be payable in respect of the Securities until all Priority Claims have been satisfied in full. If the Securities no longer qualify as Tier 2 capital or other own funds within the meaning of the CRR, the obligations under the Securities will, pursuant to Section 46f (7a) of the German Banking Act, rank senior to all obligations constituting Own Funds Instruments.

Section 1.02 Amendment to Section 2.06 of the Indenture. With respect to the Securities to be issued under the Indenture on or after the date of this Seventh Supplemental Subordinated Indenture, the first sentence in Section 2.06 of the Indenture, which read as follows, shall be deleted:

“Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose.”

and shall be replaced with the following:

“Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual or electronic signature (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose.”

Section 1.03 Amendment to Section 1.02 of the ThirdSupplemental Subordinated Indenture. With respect to the Securities to be issued under the Indenture on or after the date of this Seventh Supplemental Subordinated Indenture, Section 1.02 of the Third Supplemental Subordinated Indenture is hereby amended by inserting the full text as Section 2.12 of the Indenture.

Section 1.04 Amendment toSection 1.02(l) of the Third Supplemental Subordinated Indenture. With respect to the Securities to be issued under the Indenture on or after the date of this Seventh Supplemental Subordinated Indenture, Section 1.02(l) of the Third Supplemental Subordinated Indenture is hereby amended by deleting the following language, which reads as follows:

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

and replacing the deleted text with the following:

“Any obligations of the Holders to indemnify the Trustee and the Agents under this Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Securities. To the extent not otherwise precluded by a Resolution Measure, the Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections 6.02 and 6.06 shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Securities.”

Section 1.05 Amendment to Section 9.01 of the Indenture. With respect to the Securities to be issued under the Indenture on or after the date of this Seventh Supplemental Subordinated Indenture, the first paragraph of Section 9.01 of the Indenture, which reads as follows, shall be deleted in its entirety:

“In case of any merger or consolidation or sale, lease or conveyance of all or substantially all of the Issuer’s assets to any other Person, the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer (if other than the Issuer) may succeed to and be substituted for the Issuer, with the same effect as if it had been named herein¸ provided that all required approvals have been granted by the competent supervisory authority. Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all holders of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank, be subject to imposition of any Resolution Measure, and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. As used in this Section 9.01, Resolution Measure shall have the meaning set forth in the Third Supplemental Subordinated Indenture dated December 1, 2017.”

and shall be replaced with the following:

“In case of any merger or consolidation or sale, lease or conveyance of all or substantially all of the Issuer’s assets to any other Person, the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer (if other than the Issuer) may succeed to and be substituted for the Issuer, with the same effect as if it had been named herein; provided that no such succession or substitution shall occur unless it is effected in a manner as prescribed by applicable laws and regulations and the competent supervisory or resolution authority has raised no objection to or has approved of, as the case may be, such succession or substitution. Such successor corporation may, subject to all the terms, conditions and limitations provided in this Indenture, cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all holders of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon an Issuer Order of such successor corporation, instead of the Issuer, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank, be subject to the imposition of Resolution Measures, and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. As used in this Section 9.01, Resolution Measure shall have the meaning set forth in Section 2.12 of the Indenture.”

Section 1.06 Amendment to Section 12.01 of the Indenture. With respect to the Securities to be issued under the Indenture on or after the date of this Seventh Supplemental Subordinated Indenture, Section 12.01 of the Indenture, which reads as follows, shall be deleted in its entirety:

“The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity except as otherwise specified as contemplated by Section 2.03 for Securities of such series. Any redemption of Securities of any series prior to their stated maturity shall be subject to (i) receipt by the Issuer of prior written approval of the Relevant Regulator, if then required under applicable law, Capital Regulations, other regulations or policies of the Relevant Regulator; (ii) compliance with any other regulatory requirements; and (iii) the requirements set forth in Article Thirteen.”

and shall be replaced with the following:

“The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity except as otherwise specified as contemplated by Section 2.03 for Securities of such series. Any redemption of Securities of any series prior to their stated maturity shall be subject to (i) receipt by the Issuer of prior written approval of the Relevant Regulator, and any redemption shall not occur before five years after the date of issuance, except where the conditions set out in Article 78(4) of the CRR are met; (ii) compliance with any other regulatory requirements; and (iii) the requirements set forth in Article Thirteen.”

ARTICLE 2

MISCELLANEOUS PROVISIONS

Section 2.01 Further Assurances. The Issuer shall, upon request by the Trustee, execute and deliver such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Seventh Supplemental Subordinated Indenture.

Section 2.02 Other Terms of Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.

Section 2.03 TermsDefined. All terms defined elsewhere in the Indenture shall have the same meanings when used herein.

Section 2.04 GoverningLaw. This Seventh Supplemental Subordinated Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except with respect to the subordination provisions hereof, which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, and except as may otherwise be required by mandatory provisions of law.

Section 2.05 Counterparts. This Seventh Supplemental Subordinated Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective as delivery of a manually executed counterpart of this Indenture. Each of the parties to this Seventh Supplemental Indenture represents that it has undertaken commercially reasonable steps to verify the identity of each individual person executing any such counterparts via electronic signature on behalf of such party and has and will maintain sufficient records of the same. This Indenture shall become effective when each party shall have received a counterpart hereof signed by all of the other parties to this Seventh Supplemental Indenture.

Section 2.06 Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Subordinated Indenture or the Securities.

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

Very truly yours,
DEUTSCHE BANK AKTIENGESELLSCHAFT
By:	/s/ Jonathan Blake
	Name:	Jonathan Blake
	Title:	Managing Director
By:	/s/ Thomas Rueckert
	Name:	Thomas Rueckert
	Title:	Vice President
WILMINGTON TRUST,
NATIONAL ASSOCIATION, as Trustee
By:	/s/ Barry D. Somrock
	Name:	Barry D. Somrock
	Title:	Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent
By:	/s/ Chris Niesz
	Name:	Chris Niesz
	Title:	Vice President
By:	Luke Russell
	Name:	Luke Russell
	Title:	Assistant Vice President

Seventh Supplemental Subordinated

Indenture

EX-4.7(l)

Exhibit 4.7(l)

Eighth **** Supplemental Subordinated **** Indenture

DEUTSCHE BANK AKTIENGESELLSCHAFT

NEW YORK BRANCH

Issuer

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Paying Agent, Transfer Agent and Registrar and Authenticating Agent

Eighth Supplemental Subordinated Indenture

Dated as of January 14, 2021

to the Subordinated Indenture

Dated as of May 21, 2013

Fixed to Floating Reset Rate

Subordinated Tier 2 Notes due 2032

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND<br>INCORPORATION BY REFERENCE		4
Section 1.01	Definitions	4
Section 1.02	Incorporation by Reference of Trust Indenture Act	8
Section 1.03	Rules of Construction	8
ARTICLE 2 THE NOTES		9
Section 2.01	Title and Terms	9
Section 2.02	Form of the Notes	10
Section 2.03	Rate of Interest	11
Section 2.04	Notes Subject to Resolution Measures	16
Section 2.05	Legends	20
Section 2.06	Book-Entry Provisions for the Global Notes	21
Section 2.07	Default	22
Section 2.08	Status	24
ARTICLE 3 ADDITIONAL COVENANTS		26
Section 3.01	Payment of Additional Amounts	26
Section 3.02	Written Statement to Trustee	28
ARTICLE 4 REDEMPTION OR<br>REPURCHASE OF NOTES		28
Section 4.01	Deposit of Redemption Price	28
Section 4.02	Cessation of Interest Accrual	28
Section 4.03	Optional Redemption	28
Section 4.04	Tax Redemption	29
Section 4.05	Redemption for Regulatory Reasons	29
Section 4.06	Payment on the Maturity Date	30
Section 4.07	Repurchase	30
Section 4.08	Amounts to be Returned to the Issuer	30
ARTICLE 5 SATISFACTION AND<br>DISCHARGE OF SUPPLEMENTAL SUBORDINATED INDENTURE		30
Section 5.01	Satisfaction and Discharge of Supplemental Subordinated Indenture	30
ARTICLE 6 MISCELLANEOUS<br>PROVISIONS		31
Section 6.01	Scope of Supplemental Subordinated Indenture	31
Section 6.02	Provisions of Supplemental Subordinated Indenture for the Sole Benefit of Parties and Holders of Notes	31
Section 6.03	Successors and Assigns of Issuer Bound by Supplemental Subordinated Indenture	31
Section 6.04	Notices and Demands on Issuer, Trustee, Agents and Holders of Notes	31
Section 6.05	Mutilated and Lost Notes	33
Section 6.06	Unclaimed Moneys	33
Section 6.07	Payments Due on Saturdays, Sundays and Holidays	34
Section 6.08	Conflict of any Provisions of Supplemental Subordinated Indenture with Trust Indenture Act	34
Section 6.09	Governing Law	34
Section 6.10	Counterparts	34

Section 6.11	Effect of Headings	35
Section 6.12	Submission to Jurisdiction	35
Section 6.13	Not Responsible for Recitals or Issuance of Securities	35
Section 6.14	Further Issues	35
Section 6.15	Waiver of Right to Set-Off	36
ARTICLE 7 SUPPLEMENTS TO<br>SUPPLEMENTAL SUBORDINATED INDENTURE		36
Section 7.01	Supplements without Consent of Holders	36

EXHIBIT

EXHIBIT A:	Form of Global Note

THIS EIGHTH SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of January 14, 2021 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), ACTING THROUGH ITS NEW YORK BRANCH, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

W I T N E S S E T H :

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee a subordinated indenture, dated as of May 21, 2013 (the “Base Subordinated Indenture,” as may be amended from time to time), providing for the issuance from time to time of one or more series of its subordinated unsecured debentures, notes or other evidences of indebtedness (the “Subordinated Debt Securities”), a third supplemental subordinated indenture, dated as of December 1, 2017, adding certain provisions to, and modifying certain provisions of the Base Subordinated Indenture, a fifth supplemental subordinated indenture, dated as of July 8, 2020, modifying certain provisions of the Base Subordinated Indenture, and a seventh supplemental subordinated indenture, dated as of January 14, 2021, modifying certain provisions of the Base Subordinated Indenture (references to the “Base Subordinated Indenture” herein shall mean the Base Subordinated Indenture as amended by such third supplemental subordinated indenture, such fifth supplemental subordinated indenture and such seventh supplemental subordinated indenture);

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

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

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

NOW, THEREFORE:

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

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions . Capitalized terms used herein but not defined shall have the meanings assigned to them in the Base Subordinated Indenture unless otherwise indicated. For all purposes of this Supplemental Subordinated Indenture and the Notes, the following terms are defined as follows:

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

“Agent Member” has the meaning specified in Section 2.06.

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

“Authenticating Agent” means DBTCA.

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

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

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

“Calculation Agent” means Deutsche Bank AG, London Branch.

“Compounded SOFR” has the meaning specified in Section 2.03.

“Code” has the meaning specified in Section 3.01

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

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

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

“Defaulted Interest” has the meaning specified in Section 2.07(a).

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

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

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

“Fixed Interest Rate” means 3.729% per annum.

“Fixed Rate Period” means from (and including) the date of issuance to (but excluding) the Reset Date.

“Floating Rate Period” means from (and including) the Reset Date to (but excluding) the Maturity Date.

“Floating Reset Interest Rate” means the variable rate per year which will be equal to Compounded SOFR plus 2.757%.

“Global Notes” has the meaning specified in Section 2.04(a).

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

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

“Interest Payment Date” means (i) with respect to the Fixed Rate Period, January 14 and July 14 of each year, commencing on July 14, 2021, and ending on the Reset Date, and (ii) with respect to the Floating Rate Period, the second Business Day after each Interest Period End Date; provided that the Interest Payment Date with respect to the final Interest Period will be the Maturity Date. If any scheduled Interest Payment Date during the Fixed Rate Period is not a Business Day, the Issuer will pay interest on the next Business Day, but the payment will not include the interest accrued during the period from and after the scheduled Interest Payment Date. If the date of redemption or repayment is not a Business Day, the Issuer may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption or repayment. With regard to the Floating Rate Period, if the scheduled final Interest Period End Date (i.e., the Maturity Date) falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue from and after the scheduled final Interest Period End Date.

An “Interest Period” means, with respect to the Fixed Rate Period, each period from, and including, an Interest Payment Date (or the Issue Date in the case of the first Interest Period during the Fixed Rate Period) to, but excluding, the following Interest Payment Date (or the Reset Date in the case of the final Interest Period during the Fixed Rate Period), and with respect to the Floating Rate Period, each period from, and including, an Interest Period End Date (or the Reset Date in the case of the first Interest Period during the Floating Rate Period) to, but excluding, the following Interest Period End Date (or the Maturity Date in the case of the final Interest Period during the Floating Rate Period).

An “Interest Period EndDate” means with respect to the Floating Rate Period, January 14, April 14, July 14 and October 14 of each year, commencing on April 14, 2031 and ending on the Maturity Date; provided that if any scheduled Interest Period End Date (other than the Maturity Date) is not a Business Day (as defined below), it will be postponed to the following Business Day, except that, if that Business Day would fall in the next calendar month, the Interest Period End Date will be the immediately preceding Business Day.

“Issue Date” means January 14, 2021.

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

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

“Maturity Date” means January 14, 2032.

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

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

“Payment Claims” has the meaning specified in Section 2.08(c).

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

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

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

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

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

“Registrar” means DBTCA.

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

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

“Reset Date” means January 14, 2031.

“Resolution Measure” has the meaning set forth in Section 2.04.

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

“Special Record Date” for the payment of any Defaulted Interest means a date fixed pursuant to Section 2.07(a).

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

“Transfer Agent” means DBTCA.

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

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

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

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

Section 1.02 Incorporation by Reference of Trust Indenture Act.

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

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

“indenture securities” means the Notes;

“indenture security holder” means a Holder;

“indenture to be qualified” means the Subordinated Indenture;

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

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

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

Section 1.03 Rules of Construction.

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

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

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

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

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

ARTICLE 2

THE NOTES

Section 2.01 Title and Terms.

(a)	The Notes shall be known and designated as the “Fixed to Floating Reset Rate Subordinated Tier 2 Notes due<br>2032” of the Issuer. The aggregate principal amount of the Notes that may be authenticated and delivered under this Supplemental Subordinated Indenture shall not initially exceed $1,250,000,000 (except as otherwise provided in the Subordinated<br>Indenture). The Notes shall be issuable in minimum denominations of $200,000 principal amount and integral multiples of $1,000 in excess thereof.
(b)	The Notes are intended to qualify as own funds in the form of Tier 2 capital of the Issuer under the CRR.<br>
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(c)	The Notes shall be due and payable on the Maturity Date unless previously redeemed or repurchased and<br>cancelled.
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(d)	Subject to the imposition of any Resolution Measure or a redemption pursuant to Article 4, the Notes shall bear<br>interest (i) from (and including) the date of issuance to (but excluding) the Reset Date at the Fixed Interest Rate and (ii) from (and including) the Reset Date to (but excluding) the Maturity Date at the Floating Reset Interest Rate.<br>Interest for the Fixed Rate period shall be payable semi-annually in arrears on each Interest Payment Date. Interest for the Floating Rate Period shall be payable quarterly in arrears on the second Business Day following each Interest Period End<br>Date, provided that the final payment of principal and interest will be made on the Maturity Date.
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(e)	Interest on the Notes for the Fixed Rate Period shall be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Notes for the Fixed Rate Period shall be computed on the basis of the actual number of days in the relevant period<br>divided by 360.
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(f)	A Holder of any Note at the close of business on a Regular Record Date shall be entitled to receive interest on<br>such Note on the corresponding Interest Payment Date.
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(g)	Principal of and interest on Global Notes shall be payable to the Depositary by wire in immediately available<br>funds by the Paying Agent (subject to the Paying Agent’s receipt of such funds as provided under Section 3.04(c) of the Base Subordinated Indenture).
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(h)

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

Section 2.02 Form of the Notes.

(a)

Except as otherwise provided pursuant to this Section 2.02, the Notes are issuable in fully registered, global form without coupons in substantially the form of Exhibit A hereto (the “Global Notes”), each of which represent a maximum of U.S.$500,000,000 principal amount of all such Notes that have the same original issue date, Maturity Date and other terms, with such applicable legends as are provided for in Section 2.05. The Notes are not issuable in bearer form or with detachable coupons. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Subordinated Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Supplemental Subordinated Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other markings of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Subordinated Indenture and the Base Subordinated Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage.

(b)

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

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(c)

DBTCA has been appointed Registrar and Transfer Agent for the Notes, and DBTCA will maintain at its office in The City of New York a register for the registration and transfer of Notes. The Notes may be transferred at either the aforesaid New York office of DBTCA by surrendering the Notes for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and duly executed by the registered Holder thereof in person or by the Holder’s attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange therefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth therein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised its right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture with respect to the redemption of Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers of Notes will be free of service charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and executed by the registered Holder in person or by the Holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

Section 2.03 Rate of Interest.

The Fixed Interest Rate is 3.729% per annum.

The Floating Reset Interest Rate is equal to Compounded SOFR plus 2.757%.

Compounded SOFR

Accrued interest on the Notes during the Floating Rate Period will be calculated by multiplying the principal amount of such notes by an accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period for which interest is being paid. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. The interest rate applicable to a given day during the Floating Rate Period is the sum of the Compounded SOFR plus the Spread.

The “Compounded SOFR” will be computed as follows:

LOGO

“d 0”, for any Interest Period, is the number of U.S. Government Securities Business Days in the relevant Interest Period.

“i” is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Interest Period.

“SOFR i”, for any U.S. Government Securities Business Day “i” in the relevant Interest Period, is a reference rate equal to SOFR in respect of that day.

“n i” is the number of calendar days in the relevant Interest Period from, and including, the U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business Day.

“d” is the number of calendar days in the relevant Interest Period.

For these calculations, the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable SOFR as reset on that date. For purposes of calculating Compounded SOFR, the daily SOFR for each calendar day in the period from, and including, the Rate Cut-Off Date to, but excluding, the Maturity Date will be the daily SOFR as determined in respect of such Rate Cut-Off Date.

For purposes of determining Compounded SOFR, “SOFR” means, with respect to any U.S. Government Securities Business Day:

(1)	the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as published by<br>the New York Federal Reserve, as the administrator of such rate (or a successor administrator), on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York City time) on the immediately following U.S. Government Securities<br>Business Day; or

(2)	if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not<br>appear as specified in paragraph (1), unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which<br>such rate was published on the New York Federal Reserve’s Website; or
(3)	if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred:<br>
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•	the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant<br>Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or
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•	the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or<br>
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•	the sum of: (a) the alternate rate of interest that has been selected by the Issuer or the Issuer’s<br>designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating<br>rate notes at such time and (b) the Benchmark Replacement Adjustment.
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“Benchmark” means the Compounded SOFR as defined above; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR” that can be determined by the Issuer or the Issuer’s designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Issuer or the Issuer’s designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

“BenchmarkReplacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuer or the Issuer’s designee as of the Benchmark Replacement Date:

(1)	the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a<br>positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer or the Issuer’s designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

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“Benchmark ReplacementConforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Issuer or the Issuer’s designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or the Issuer’s designee decide that adoption of any portion of such market practice is not administratively feasible or if the Issuer or the Issuer’s designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or the Issuer’s designee determine is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)	in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of<br>(a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2)	in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the<br>public statement or publication of information referenced therein.
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For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)	a public statement or publication of information by or on behalf of the administrator of the Benchmark<br>announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the<br>Benchmark;
(2)	a public statement or publication of information by the regulatory supervisor for the administrator of the<br>Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an<br>entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at<br>the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
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(3)	a public statement or publication of information by the regulatory supervisor for the administrator of the<br>Benchmark announcing that the Benchmark is no longer representative.
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“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“Interest Payment Date” means (i) with respect to the Fixed Rate Period, January 14 and July 14 of each year, commencing on July 14, 2021, and ending on the Reset Date, and (ii) with respect to the Floating Rate Period, the second Business Day after each Interest Period End Date; provided that the Interest Payment Date with respect to the final Interest Period will be the Maturity Date. If any scheduled Interest Payment Date during the Fixed Rate Period is not a Business Day, the Issuer will pay interest on the next Business Day, but the payment will not include the interest accrued during the period from and after the scheduled Interest Payment Date. If the date of redemption or repayment is not a Business Day, the Issuer may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption or repayment. With regard to the Floating Rate Period, if the scheduled final Interest Period End Date (i.e., the Maturity Date) falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that payment will not accrue from and after the scheduled final Interest Period End Date.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“New York Federal Reserve” means the Federal Reserve Bank of New York.

“New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor source.

“Rate Cut-Off Date” means the date that is the second U.S Government Securities Business Day prior to the Maturity Date.

“Reference Time” with respect to any determination of the Benchmark means the time determined by the Issuer or the Issuer’s designee in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that may be made by the Issuer or the Issuer’s designee pursuant to this section “Compounded SOFR,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:

•	will be conclusive and binding absent manifest error;
•	will be made in the Issuer’s or the Issuer’s designee’s sole discretion; and<br>
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•	notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective<br>without consent from the holders of the Notes or any other party.
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Section 2.04 Notes Subject to Resolution Measures.

(a)	By subscribing for or otherwise acquiring the Notes, each Holder (including Beneficial Owners) shall be bound<br>by and shall be deemed to consent to the imposition of any Resolution Measure (as defined below) by the competent resolution authority.
(b)	Under the relevant resolution laws and regulations as applicable to the Issuer from time to time, the Notes may<br>be subject to the powers exercised by the competent resolution authority to:
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(i)	write down, including write down to zero, the claims for payment of the principal amount, the interest amount<br>or any other amount in respect of the Notes;
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(ii)	convert the Notes into ordinary shares of (A) the Issuer, (B) any group entity or (C) any bridge<br>bank, or other instruments of ownership of such entities qualifying as Common Equity Tier 1 capital (and the issue to or conferral on the holders (including the beneficial owners) of such ordinary shares or instruments); and/or<br>
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(iii)	apply any other resolution measure, including, but not limited to, (A) any transfer of the Notes to<br>another entity, (B) the amendment, modification or variation of the terms and conditions of the Notes or (C) the cancellation of the Notes;
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(each, a “Resolution Measure”).

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

(c)	By its acquisition of the Notes, each Holder (including each Beneficial Owner) shall be deemed irrevocably to<br>have agreed:
(i)	to be bound by, to acknowledge and to accept any Resolution Measure and any amendment of the terms and<br>conditions of the Notes to give effect to any Resolution Measure;
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(ii)	that it will have no claim or other right against the Issuer arising out of any Resolution Measure; and<br>
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(iii)	that the imposition of any Resolution Measure will not constitute a default or an Event of Default<br>(A) under the Notes, (B) under the Subordinated Indenture or (C) for the purpose of, but only to the extent permitted by, the Trust Indenture Act (including, without limitation, Section 315(b) (Notice of Default) and<br>Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act).
(d)	The terms and conditions of the Notes shall continue to apply in relation to the residual principal amount of,<br>or outstanding amount payable in respect of, the Notes, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further modification of the terms that the competent resolution<br>authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany.
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(e)	No repayment of any then-current principal amount of the Notes or payment of interest or any other amount<br>thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment<br>would be permitted to be made by the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer.
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(f)	By its acquisition of the Notes, each Holder (including each Beneficial Owner) waives, to the fullest extent<br>permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and the Agents for, agrees not to initiate a suit against the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not<br>be liable for, any action that the Trustee or any of the Agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to the Notes.<br>
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(g)	Upon the imposition of a Resolution Measure by the competent resolution authority with respect to the Notes,<br>the Issuer shall provide a written notice directly to the Holders in accordance with Section 11.04 of the Base Subordinated Indenture as soon as practicable regarding such imposition of a Resolution Measure for purposes of notifying Holders of<br>such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for information purposes only, and the Trustee and the Agents shall be entitled to rely, and will not be liable for relying, on the competent<br>resolution authority and the Resolution Measure identified in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution Measure nor the effects thereof on the Notes.<br>
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(h)	If the Issuer has elected to redeem any Notes but the competent resolution authority has imposed a Resolution<br>Measure with respect to the Notes prior to the payment of the redemption amount for the Notes, the relevant redemption notice, if any, shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will<br>be due and payable.
(i)	Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be<br>required to take any further directions from Holders of the Notes under Section 5.09 of the Base Subordinated Indenture, which section authorizes Holders of a majority in aggregate principal amount of the Notes at the time Outstanding to direct<br>certain actions relating to the notes, and if any such direction was previously given under Section 5.09 of the Base Subordinated Indenture to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have<br>no further effect. The Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority, and the Trustee and the<br>Agents shall be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a Resolution Measure by the competent resolution authority, the<br>Notes remain outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of the Notes), then the Trustee’s and the Agents’ duties under the Subordinated Indenture shall remain<br>applicable with respect to the Notes following such completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents agree that such supplemental indenture<br>is not necessary.
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(j)	By the acquisition of the notes, each Holder (including each Beneficial Owner) shall be deemed irrevocably to<br>have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to the Notes, (ii) authorized, directed<br>and requested the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect<br>to the Notes as it may be imposed, without any further action or direction on the part of such Holder of the Notes, the Trustee or the Agents and (iii) acknowledged and accepted that the provisions contained in this section of the Notes are<br>exhaustive on the matters described in Section 2.04 of the Supplemental Subordinated Indenture and the corresponding provisions of the Notes to the exclusion of any other agreements, arrangements or understandings between it and the Issuer<br>relating to the terms and conditions of the Notes.
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(k)

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

(l)

Any obligations of the Holders to indemnify the Trustee and the Agents under this Supplemental Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Notes. To the extent not otherwise precluded by a Resolution Measure, the Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections 6.02 and 6.06 of the Base Subordinated Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or the Notes.

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Section 2.05 Legends. Each Global Note shall also bear the following legends on the face thereof:

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

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

EACH ACQUIRER AND EACH TRANSFEREE OF BENEFICIAL INTERESTS IN THIS NOTE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST HEREIN (1) EITHER (A) IT IS NOT AND WILL NOT BE, AND IT IS NOT AND WILL NOT BE ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED

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

Section 2.06 Book-Entry Provisions for the Global Notes.

(a)	The Global Notes initially shall: be registered in the name of the Depositary (or a nominee thereof); and be<br>delivered to the Registrar as custodian for such Depositary.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Supplemental Subordinated Indenture with respect to any Global Note held on their behalf by the Depositary, or the Registrar as its custodian, or under such Global Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)	The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and<br>Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Subordinated Indenture, the Base Subordinated Indenture or the Notes.
(c)	A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary (or a<br>nominee thereof), and no such transfer to any such other Person may be registered. Beneficial interests in a Global Note may be transferred in accordance with the rules and procedures of the Depositary.
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(d)	If at any time, the Depositary notifies the Issuer in writing that it is no longer willing or able to continue<br>to act as Depositary for the Global Notes, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or<br>cessation, the Depositary shall surrender such Global Note or Global Notes to the Registrar for cancellation and the Issuer shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Issuer Order for the authentication and<br>delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of such Global Note or Global Notes. Such Physical Notes<br>shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof).
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(e)	Notwithstanding the foregoing, in connection with any transfer of beneficial interests in a Global Note to the<br>beneficial owners thereof pursuant to Section 2.06(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial<br>interests in such Global Note to be transferred.
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Section 2.07 Default.

(a)	Subject to the imposition of any Resolution Measure, if the Issuer fails to make a payment of interest on any<br>Note when due and payable for reasons other than pursuant to the subordination provisions of the Notes (“Defaulted Interest”), it shall pay such Defaulted Interest plus (to the extent lawful) any interest payable on the Defaulted<br>Interest, in any lawful manner. The Issuer may elect to pay any Defaulted Interest, plus any such interest payable on it, to the Persons who are Holders of such Notes on which the interest is due on a subsequent Special Record Date. The Issuer shall<br>notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Note. The Issuer shall fix any such Special Record Date and payment date for such payment. At least 15 days before any such Special Record Date, the<br>Issuer shall mail to Holders affected thereby a notice that states the Special Record Date, the Interest Payment Date and amount of such interest to be paid.
(b)	If the Issuer does not make payments of principal of, interest on, or other amounts owing under the Notes when<br>due for reasons other than (i) pursuant to the subordination provisions of the Notes or (ii) due to a Resolution Measure, the Issuer will be in default on its obligations under the Subordinated Indenture. In such case, the Trustee and the<br>Holders of the Notes may take action against the Issuer, but they may not accelerate the maturity of the Notes. If the Issuer fails to make any payments of principal of, interest on or other amounts owing under the Notes when due (i) pursuant<br>to the subordination provisions of the Notes or (ii) due to a Resolution Measure, the Trustee and the Holders will not be permitted to take such action. Moreover, the parties hereto acknowledge that in the event of a Resolution Measure, the<br>Holders may permanently lose the right to the affected amounts and each Holder (including each Beneficial Owner) shall, by acquiring any Notes, be bound, and will be deemed to have consented, as provided in Section 2.04. Furthermore, if the<br>Issuer becomes subject to German insolvency proceedings, the Trustee and Holders of the Notes will have no right to file a claim against the Issuer unless the competent insolvency court allows the filing of subordinated claims.<br>
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(c)	Upon the occurrence of any Event of Default or any default in the payment of principal of, interest on, or<br>other amounts owing under the Notes, the Issuer shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the Notes<br>whether in connection with any breach by the Issuer of its obligations under the Notes, the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee shall deem most effective, provided that the Issuer shall not, as a<br>result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to principal or interest on the Notes prior to any date on which the principal of, or any interest on, the Notes would have<br>otherwise been payable.
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(d)

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

Section 2.08 Status.

(a)

The Notes are intended to qualify as own funds instruments of the Issuer within the meaning of Article 4 (1) no. 119 of the CRR (“Own Funds Instruments”) constituting own funds in the form of Tier 2 capital (Ergänzungskapital) within the meaning of Article 63 of the CRR. The obligations under the Notes constitute unsecured and subordinated obligations of the Issuer, ranking pari passu among themselves and, subject to applicable law from time to time, pari passu with all other equally subordinated obligations of the Issuer under other instruments issued as, and qualifying from time to time as, own funds in the form of Tier 2 capital within the meaning of Article 63 of the CRR. In the event Resolution Measures are imposed on the Issuer or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren), composition or other proceedings for the avoidance of insolvency of, or against the Issuer, the obligations under the Notes shall be fully subordinated to all obligations which do not qualify as Own Funds Instruments; this includes (i) all claims of unsubordinated creditors of the Issuer (including claims against the Issuer under its unsecured and unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including obligations of the Issuer under any such debt instruments that were issued by the Issuer before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) (or any successor provision thereof)), (ii) the claims specified in Section 39(1) nos. 1 to 5 of the German Insolvency Code (Insolvenzordnung) (or any successor provision thereof) and (iii) contractually subordinated obligations of the Issuer within the meaning of Section 39(2) of the German Insolvency Code (or any successor provision thereof) which do not qualify as Own Funds Instruments at the time Resolution Measures are imposed on the Issuer or in the event of a dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer (any such senior-ranking claims and obligations, the “Priority Claims”). In any such event, no amounts shall be payable in respect of the Securities until all Priority Claims have been satisfied in full. If the Notes no longer qualify as Tier 2 capital or other own funds within the meaning of the CRR, the obligations under the Notes will, pursuant to Section 46f (7a) of the German Banking Act, rank senior to all obligations constituting Own Funds Instruments. The Notes shall rank equally and pari passu with all other unsecured and equally subordinated debt (it being understood that no Priority Claims constitute such equally subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any other indebtedness, and in particular, if such debt is expressed to rank junior to the Notes, then the Notes shall rank senior to such junior debt, but junior to the Priority Claims, except as otherwise provided by applicable law.

(b)

The Notes (including any Coupons relating thereto) constitute the direct and unconditional obligations of the Issuer and are subordinated to the Priority Claims. The obligations of the Issuer under the Notes shall rank without preference or priority among themselves. The obligations of the Issuer under the terms of the Notes, whether on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness that from time to time constitutes own funds within the meaning of the CRR (it being understood that no Priority Claims constitute such subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to the Notes, except as otherwise provided by applicable law. In the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of the Issuer, no amounts will be payable under the Notes until the claims of all creditors of Priority Claims have been satisfied in full.

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

(c)

Any right to set off any claims for interest, repayment and any other claims under the Notes (“PaymentClaims”) against claims of the Issuer will be excluded. No subsequent agreement may limit the subordination pursuant to the subordination provisions set out above or shorten the term of the Notes or any applicable notice period. No collateral or guarantee shall be provided at any time to secure claims of the Holders under the Notes; any collateral or guarantee already provided or granted in the future in connection with other liabilities of the Issuer may not be used for claims under the Notes.

ARTICLE 3

ADDITIONAL COVENANTS

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

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

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

(a)	are payable by any person acting as custodian bank or collecting agent on the Holder’s or the beneficial<br>owner’s behalf, or otherwise in any manner which does not constitute a deduction or withholding by the Issuer from payments of interest made by the Issuer; or
(b)	in the case of U.S. federal income taxes, are imposed on interest received by or on behalf of (1) a 10-percent<br>shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986 (the “Code”) and the regulations that may be promulgated thereunder) of the Issuer, (2) a controlled foreign corporation that is related to<br>the Issuer within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the<br>Holder’s or beneficial owner’s status as described in clauses (1) through (3) of this paragraph; or
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(c)	would not be payable to the extent such deduction or withholding could be avoided or reduced if the Holder or<br>beneficial owner of the Note (or any financial institution through which the Holder or beneficial owner holds the Notes or through which payment on the Note is made) (i) makes a declaration of<br>non-residence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed by the relevant<br>tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained by the Holder or beneficial<br>owner (or such financial institution) or concerning ownership of the Holder or beneficial owner (or financial institution) or concerning such Holder’s or beneficial owner’s (or such financial institution’s) nationality, residence,<br>identity or connection with the jurisdiction imposing such tax; or
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(d)	are payable by reason of the Holder’s or the beneficial owner’s having, or having had, some personal<br>or business connection with the Tax Jurisdiction and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Tax Jurisdiction; or<br>
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(e)	are presented for payment more than 30 days after the Relevant Date except to the extent that the Holder or the<br>beneficial owner would have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or
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(f)	are deducted or withheld by a paying agent from a payment if the payment could have been made by another paying<br>agent without such deduction or withholding; or
(g)	would not be payable if the Notes had been kept in safe custody with, and the payments had been collected by, a<br>banking institution; or
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(h)	are payable by reason of a change in law or practice that becomes effective more than 30 days after the<br>relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs later.
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No Additional Amounts or any other amounts will be payable on account of any such withholding or deduction in respect of payments of principal.

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

Section 3.02 WrittenStatement to Trustee. The Issuer will furnish to the Trustee on or before March 31 in each year (beginning with March 31, 2018) a brief certificate that complies with the requirements of the Trust Indenture Act (but which need not comply with Section 11.05 of the Base Subordinated Indenture) from the principal executive, financial or accounting officer of the Issuer stating that in the course of the performance by the signer of his duties as an officer of the Issuer he would normally have knowledge of any default or non-compliance by the Issuer in the performance of any covenants or conditions contained in this Supplemental Subordinated Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof.

ARTICLE 4

REDEMPTION OR REPURCHASE OF NOTES

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

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

Section 4.03 Optional Redemption.

(a)

Subject to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes, in whole but not in part, at its option on any Business Day during the period from (and including) October 14, 2030 to (and including) the Reset Date, upon the giving of a notice as described below. Redemption shall be made at the Redemption Price together with accrued and unpaid interest to (but excluding) the Reset Date.

(b)

Notice of such redemption on the Reset Date shall be given by the Issuer to the Holders not less than 5 nor more than 60 days prior to the Reset Date, which date and the Redemption Price shall be specified in the notice. Notice to Holders shall be given in accordance with Section 12.02 of the Base Subordinated Indenture.

---

Section 4.04 Tax Redemption.

(a)

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

(b)

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

Section 4.05 Redemption for Regulatory Reasons. Subject to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes in whole but not in part, at any time at the option of the Issuer, at the Redemption Price together with any accrued and unpaid interest to (but excluding) the Redemption Date if there is a change in the regulatory classification of the Notes that would be likely to result in (i) its exclusion in full or in part from the Issuer’s own funds under the CRR or any successor legislation, other than for reasons of an amortization in accordance with Article 64 (2) of the CRR, or as a consequence of a write down or conversion, as the case may be, or (ii) their reclassification as a lower quality of the Issuer’s own funds than as of the Issue Date, provided that the conditions in Article 78(4)(a) of the CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it considers the change in the regulatory classification to be sufficiently certain and is satisfied that the regulatory reclassification of the Notes was not reasonably foreseeable at the Issue Date. Notice of such redemption shall be given to the Holders upon not less than 30 and not more than 60 days prior to the date of redemption. Any such notice shall be given in accordance with Section 12.02 of the Base Subordinated Indenture only after having received the consent of the competent supervisory authority. Subject to Section 2.04(h), such notice shall be irrevocable and shall state the date set for redemption and the reason for redemption.

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

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

Section 4.08 Amounts to be Returned to the Issuer. Any redemption or repurchase of the Notes prior to their scheduled maturity requires the prior consent of the competent supervisory authority and any redemption shall not occur before five years after the date of issuance, except where the conditions set out in Article 78(4) of the CRR are met. If the Notes are redeemed or repurchased by the Issuer otherwise than in the circumstances described in Article 4, then the amounts redeemed or paid must be returned to the Issuer irrespective of any agreement to the contrary unless the competent supervisory authority has given its consent to such early redemption or repurchase.

ARTICLE 5

SATISFACTION AND DISCHARGE OF SUPPLEMENTAL SUBORDINATED INDENTURE

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

ARTICLE 6

MISCELLANEOUS PROVISIONS

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

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

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

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

If to the Issuer, to:

Deutsche Bank AG New York Branch

Attn: Treasury / US Issuance

60 Wall Street, 30^th^ Floor

Mail Stop: NYC60-3002

New York, New York 10005

United States of America

Deutsche Bank AG

Attn: Group Treasury, Capital Markets Issuance

Mainzer Landstrasse 11-17

60329 Frankfurt am Main

Germany

Any notice, direction, request or demand by the Issuer, by the Agents or by any Holder of Notes to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if delivered in person or mailed by first-class mail to the Trustee at Wilmington Trust, National Association, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attn: Corporate Trust Administration – Deutsche Bank Administrator.

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

If to the Agents, to:

Deutsche Bank Trust Company Americas

Global Security Services

Global Transaction Banking

60 Wall Street, 24th Floor

Mail Stop: NYC60-2405

New York, New York 10005

Fax: 732-578-4635

Attn: Corporates Team – Deutsche Bank AG

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

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

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

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

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

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

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

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

Section 6.10 Counterparts . This Supplemental Subordinated Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective as delivery of a manually executed counterpart of this Supplemental Subordinated Indenture. Each of the parties to this Supplemental Subordinated Indenture represents that it has undertaken commercially reasonable steps to verify the identity of each individual person executing any such counterparts via electronic signature on behalf of such party and has and will maintain sufficient records of the same. This Supplemental Subordinated Indenture shall become effective when each party shall have received a counterpart hereof signed by all of the other parties to this Supplemental Subordinated Indenture.

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

Section 6.12 Submission to Jurisdiction . The Issuer agrees that any legal suit, action or proceeding arising out of or based upon this Supplemental Subordinated Indenture may be instituted in any federal or state court sitting in the Borough of Manhattan, City and State of New York, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such court in any suit, action or proceeding. The Issuer, as long as any of the Notes remain Outstanding or the parties hereto have any obligation under this Supplemental Subordinated Indenture, shall have an authorized agent (the “Authorized Agent”) in the United States upon whom process may be served in any such suit, action or proceeding. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer. The Issuer hereby appoints DB USA Corporation, c/o Office of the Secretary, Attention: Carol Saracco, 60 Wall Street, New York, NY 10005, Email: carol.saracco@db.com, as its Authorized Agent, and represents and warrants that the Authorized Agent has agreed to act as said agent for service of process.

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

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

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

ARTICLE 7

SUPPLEMENTS TO SUPPLEMENTAL SUBORDINATED INDENTURE

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

contained herein, or to make such other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Notes. Notwithstanding the foregoing, any amendment made solely to conform the provisions of this Supplemental Subordinated Indenture to the description of the Notes contained in the Issuer’s prospectus supplement dated January 11, 2021 will not be deemed to adversely affect the interests of the Holders of the Notes.

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

Very truly yours,
DEUTSCHE BANK AKTIENGESELLSCHAFT<br><br><br>NEW YORK BRANCH
By:	/s/ Jonathan Blake
	Name:	Jonathan Blake
	Title:	Managing Director
By:	/s/ Thomas Rueckert
	Name:	Thomas Rueckert
	Title:	Vice President
WILMINGTON TRUST,
NATIONAL ASSOCIATION, as Trustee
By:	/s/ Barry D. Somrock
	Name:	Barry D. Somrock
	Title:	Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Transfer Agent and Registrar and Authenticating Agent
By:	/s/ Chris Niesz
	Name:	Chris Niesz
	Title:	Vice President
By:	/s/ Luke Russell
	Name:	Luke Russell
	Title:	Assistant Vice President

EXHIBIT A

FORM OF GLOBAL NOTE

DEUTSCHE BANK AG

NEWYORK BRANCH

[FORM OF FACE OF DEBT SECURITY]

FIXED TO FLOATING RESET RATE SUBORDINATED TIER 2 NOTE DUE 2032

REGISTERED	CUSIP: US251526CF47
No.	ISIN: 251526 CF4

$[insert *face amount***]**

A-1

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

A-2

GLOBAL NOTE

Fixed to Floating Reset Rate Subordinated Tier 2 Note due 2032

Issue Date	January 14, 2021.
Reset Date	January 14, 2031.
Maturity Date	January 14, 2032.
Face Amount	[insert face amount].
Aggregate Face Amount	$1,250,000,000.
Denominations	$200,000 and integral multiples of $1,000 in excess thereof.
Fixed Interest Rate	From (and including) the Issue Date to (but excluding) the Reset Date, 3.729% per annum.
Floating Reset Interest Rate	From (and including) Reset Date to (but excluding) the Maturity Date, a variable rate equal to Compounded SOFR plus<br>2.757%.
	Accrued interest on this Note during the Floating Rate Period will be calculated by multiplying the principal amount of<br>such notes by an accrued interest factor. This accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period for which interest is being paid. The interest factor for each day is computed by<br>dividing the interest rate applicable to that day by 360. The interest rate applicable to a given day during the Floating Rate Period is the sum of the Compounded SOFR plus the Spread.

A-3

	The “Compounded SOFR” will be computed as follows:
	“d 0”, for any Interest Period, is the<br>number of U.S. Government Securities Business Days in the relevant Interest Period.
	“i” is a series of whole numbers from one to<br>d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant<br>Interest Period.
	“SOFR i”, for any U.S. Government<br>Securities Business Day “i” in the relevant Interest Period, is a reference rate equal to SOFR in respect of that day.
	“n i” is the number of calendar days in<br>the relevant Interest Period from, and including, the U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business Day.
	“d” is the number of calendar days in the relevant Interest Period.
	For these calculations, the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable<br>SOFR as reset on that date. For purposes of calculating Compounded SOFR, the daily SOFR for each calendar day in the period from, and including, the Rate Cut-Off Date to, but excluding, the Maturity Date will<br>be the daily SOFR as determined in respect of such Rate Cut-Off Date.
	For purposes of determining Compounded SOFR, “SOFR” means, with respect to any U.S. Government<br>Securities Business Day:
Interest Periods	With respect to the Fixed Rate Period, each period from, and including, an Interest Payment Date (or the Issue Date in<br>the case of the first Interest Period during the Fixed Rate Period) to, but excluding, the following Interest Payment Date (or the Reset Date in the case of the final Interest Period during the Fixed Rate Period).
	With respect to the Floating Rate Period, each period from, and including, an Interest Period End Date (or the Reset<br>Date in the case of the first Interest Period during the Floating Rate Period) to, but excluding, the following Interest Period End Date (or the Maturity Date in the case of the final Interest Period during the Floating Rate Period).
Interest Period End Dates	With respect to the Floating Rate Period, January 14, April 14, July 14 and October 14 of each year, commencing on<br>April 14, 2031 and ending on the Maturity Date; provided that if any scheduled Interest Period End Date (other than the Maturity Date) is not a Business Day (as defined below), it will be postponed to the following Business Day, except that, if that<br>Business Day would fall in the next calendar month, the Interest Period End Date will be the immediately preceding Business Day.

A-4

(4) the Secured Overnight Financing Rate in respect of such U.S. Government<br>Securities Business Day as published by the New York Federal Reserve, as the administrator of such rate (or a successor administrator), on the New York Federal Reserve’s Website on or about 5:00 p.m. (New York City time) on the immediately<br>following U.S. Government Securities Business Day; or
(5) if the Secured Overnight Financing Rate in respect of such U.S. Government<br>Securities Business Day does not appear as specified in paragraph (1), unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government<br>Securities Business Day for which such rate was published on the New York Federal Reserve’s Website; or
(6) if a Benchmark Transition Event and its related Benchmark Replacement Date<br>have occurred:
• the sum of: (a) the alternate rate of interest that has been selected or<br>recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or
• the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark<br>Replacement Adjustment; or
• the sum of: (a) the alternate rate of interest that has been selected by<br>the Issuer or the Issuer’s designee as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due

A-5

consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S.<br>dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark” means the Compounded SOFR as defined above; provided that if a Benchmark Transition<br>Event and its related Benchmark Replacement Date have occurred with respect to the Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order presented in clause<br>(3) of the definition of “SOFR” that can be determined by the Issuer or the Issuer’s designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Issuer or the Issuer’s<br>designee will have the right to make Benchmark Replacement Conforming Changes from time to time.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can<br>be determined by the Issuer or the Issuer’s designee as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such<br>spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the<br>ISDA Fallback Rate, then the ISDA Fallback Adjustment;

A-6

(3) the spread adjustment (which may be a positive or negative value or zero)<br>that has been selected by the Issuer or the Issuer’s designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current<br>Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any<br>technical, administrative or operational changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Issuer or the<br>Issuer’s designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or the Issuer’s designee decide that adoption of any portion of<br>such market practice is not administratively feasible or if the Issuer or the Issuer’s designee determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or the Issuer’s designee<br>determine is reasonably necessary).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the<br>then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark<br>Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the<br>Benchmark; or

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(2) in the case of clause (3) of the definition of “Benchmark<br>Transition Event,” the date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but<br>earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect<br>to the then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the<br>administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that<br>will continue to provide the Benchmark;
(2) a public statement or publication of information by the regulatory<br>supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator<br>for the Benchmark or a court or an entity with similar

A-8

insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the<br>Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
(3) a public statement or publication of information by the regulatory<br>supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight)<br>having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
An “Interest Period” means, with respect to the Floating Rate Period, each period from, and including,<br>the Reset Date to, but excluding, the following Interest Payment Date (or the Maturity Date in the case of the final Interest Period).
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and<br>Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or<br>zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable<br>tenor.

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“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA<br>Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“New York Federal Reserve” means the Federal Reserve Bank of New York.
“New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently<br>at http://www.newyorkfed.org, or any successor source.
“Rate Cut-Off Date” means the date that is the second U.S<br>Government Securities Business Day prior to the Maturity Date.
“Reference Time” with respect to any determination of the Benchmark means the time determined by the<br>Issuer or the Issuer’s designee in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New<br>York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on<br>which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement<br>Adjustment.

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	If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision<br>or election that may be made by the Issuer or the Issuer’s designee pursuant to this section “Compounded SOFR,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:
	• will be conclusive and binding absent manifest error;
	• will be made in the Issuer’s or the Issuer’s designee’s sole<br>discretion; and
	• notwithstanding anything to the contrary in the documentation relating to this<br>Note, shall become effective without consent from the holders of this Notes or any other party.
Interest Payment Date(s)	With respect to the Fixed Rate Period, January 14 and July 14 of each year, commencing on July 14, 2021, and ending on the Reset Date.
	If any scheduled Interest Payment Date is not a Business Day, the Issuer will pay interest on the next Business Day, but the payment will not include the interest accrued during the period from and after the scheduled Interest<br>Payment Date. If the date of redemption or repayment is not a Business Day, the Issuer may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of<br>redemption or repayment.
	With respect to the Floating Rate Period, the second Business Day following each Interest Period End Date; provided that the Interest Payment Date with respect to the final Interest Period will be the Maturity Date.
	If the scheduled final Interest Period End Date (i.e., the Maturity Date) falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, but interest on that<br>payment will not accrue from and after the scheduled final Interest Period End Date.
Optional Redemption	Yes.
Tax Redemption	Yes.
Redemption for Regulatory Reasons	Yes.
Payment of Additional Tax Amounts	Yes.

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

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

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

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

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), this Note shall not be entitled to any benefit under the Subordinated Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

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

DATED: January 14, 2021	DEUTSCHE BANK AG,
	acting through its NEW YORK BRANCH
	By:
		Name:
		Title:
	By:
		Name:
		Title:
TRUSTEE’S CERTIFICATE
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OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Subordinated Indenture.
DEUTSCHE BANK TRUST COMPANY AMERICAS,<br><br><br>as Authenticating Agent
By:
	Authorized Officer:

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[FORM OF REVERSE OF SECURITY]

§ 1

General

(1)

This Note is one of a duly authorized issue of Global Notes of the Issuer. The Notes are issuable under a Subordinated Indenture, consisting of the base subordinated indenture, dated as of May 21, 2013, among the Issuer, Wilmington Trust, National Association, as trustee (the “Trustee,” which term includes any successor trustee under the Subordinated Indenture), and Deutsche Bank Trust Company Americas (“DBTCA”), as transfer agent (the “Transfer Agent”), paying agent (the “Paying Agent”), registrar (the “Registrar”) and authenticating agent (the “Authenticating Agent”, and together with the Transfer Agent, the Paying Agent and Registrar, the “Agents”) (the “Base SubordinatedIndenture,” as may be amended from time to time), a third supplemental subordinated indenture, dated as of December 1, 2017 among the Issuer, the Trustee and DBTCA, adding certain provisions to, and modifying certain provisions of the Base Subordinated Indenture, a fifth supplemental subordinated indenture, dated as of July 8, 2020 among the Issuer, the Trustee and DBTCA, modifying certain provisions of the Base Subordinated Indenture, and a seventh supplemental subordinated indenture, dated as of January 14, 2021 among the Issuer, the Trustee and DBTCA, modifying certain provisions of the Base Subordinated Indenture, (references to the “Base Subordinated Indenture” herein shall mean the Base Subordinated Indenture as amended by such third, fifth, and seventh supplemental subordinated indenture), and an eighth supplemental indenture, dated as of January 14, 2021 (the “Supplemental Subordinated Indenture” and, together with the Base Subordinated Indenture, the “Subordinated Indenture”), relating to the Notes. Reference is hereby made to the Subordinated Indenture for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and the registered holders of any Note (the “Holders”) and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer has appointed DBTCA acting through its principal corporate trust office in the Borough of Manhattan, The City of New York, as its Paying Agent, Transfer Agent and Registrar and Authenticating Agent. The term “Paying Agent” includes any additional or successor Paying Agent appointed by the Issuer with respect to the Notes. To the extent not inconsistent herewith, the terms of the Subordinated Indenture are hereby incorporated by reference herein.

(2)

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

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

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§ 2

Status

(1)

This Note is intended to qualify as an own funds instrument of the Issuer within the meaning of Article 4 (1) no. 119 of the CRR (“Own Funds Instruments”) constituting own funds in the form of Tier 2 capital (Ergänzungskapital) within the meaning of Article 63 of the CRR. The obligations under this Note constitute unsecured and subordinated obligations of the Issuer, ranking pari passu among themselves and, subject to applicable law from time to time, pari passu with all other equally subordinated obligations of the Issuer under other instruments issued as, and qualifying from time to time as, own funds in the form of Tier 2 capital within the meaning of Article 63 of the CRR. In the event Resolution Measures (as defined below) are imposed on the Issuer or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren), composition or other proceedings for the avoidance of insolvency of, or against the Issuer, the obligations under this Note shall be fully subordinated to all obligations which do not qualify as Own Funds Instruments; this includes (i) all claims of unsubordinated creditors of the Issuer (including claims against the Issuer under its unsecured and unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including obligations of the Issuer under any such debt instruments that were issued by the Issuer before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) (or any successor provision thereof)), (ii) the claims specified in Section 39(1) nos. 1 to 5 of the German Insolvency Code (Insolvenzordnung) (or any successor provision thereof) and (iii) contractually subordinated obligations of the Issuer within the meaning of Section 39(2) of the German Insolvency Code (or any successor provision thereof) which do not qualify as Own Funds Instruments at the time Resolution Measures are imposed on the Issuer or in the event of a dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer (any such senior-ranking claims and obligations, the “Priority Claims”). In any such event, no amounts shall be payable in respect of the Securities until all Priority Claims have been satisfied in full. If the Notes no longer qualify as Tier 2 capital or other own funds within the meaning of the CRR, the obligations under this Note will, pursuant to Section 46f (7a) of the German Banking Act, rank senior to all obligations constituting Own Funds Instruments. This Note shall rank equally and pari passu with all other unsecured and equally subordinated debt (it being understood that no Priority Claims constitute such equally subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any other indebtedness, and in particular, if such debt is expressed to rank junior to this Note, then this Note shall rank senior to such junior debt, but junior to the Priority Claims, except as otherwise provided by applicable law.

(2)

This Note (including any Coupons relating thereto) constitutes the direct and unconditional obligations of the Issuer and is subordinated to the Priority Claims. The obligations of the Issuer under this Note shall rank without preference or priority among themselves. The obligations of the Issuer under the terms of this Note, whether on account of principal, interest or otherwise, are subordinated to the Priority Claims of the Issuer and will rank junior to the claims of the holders of all Priority Claims of the Issuer in the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy or insolvency (Insolvenzverfahren), suspension of payments, dissolution, liquidation (Liquidation) or winding up of the Issuer, but will rank at least pari passu with the claims of the holders of all other subordinated indebtedness that from time to time constitutes own funds within the meaning of the CRR (it being understood that no Priority Claims constitute such subordinated obligations) of the Issuer, except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they shall rank in priority to the claims of the holders of any subordinated indebtedness of the Issuer that by its express terms is stated to rank junior to this Note, except as otherwise provided

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A-15

by applicable law. In the event any Resolution Measures are imposed on the Issuer or in the event of bankruptcy or insolvency, suspension of payments, dissolution, liquidation or winding up of<br>the Issuer, no amounts will be payable under this Note until the claims of all creditors of Priority Claims have been satisfied in full.

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

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

(3)

Any right to set off any claims for interest, repayment and any other claims under this Note (“PaymentClaims”) against claims of the Issuer will be excluded. No subsequent agreement may limit the subordination pursuant to the subordination provisions set out above or shorten the term of this Note or any applicable notice period. No collateral or guarantee shall be provided at any time to secure claims of the Holders under this Note; any collateral or guarantee already provided or granted in the future in connection with other liabilities of the Issuer may not be used for claims under this Note.

§ 3

Denomination; Registration, Transfer and Exchange

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

A-16

(2)

DBTCA has been appointed Registrar and Transfer Agent for this Note, and DBTCA will maintain at its office in The City of New York a register for the registration and transfer of Notes. This Note may be transferred at either the aforesaid New York office of DBTCA by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and duly executed by the registered Holder hereof in person or by the Holder’s attorney duly authorized in writing, and thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised its right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture with respect to the redemption of Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers of Notes will be free of service charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and executed by the registered Holder in person or by the Holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

(3)

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

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§ 4

Payments

(1)

Interest Payments; Day-count Convention. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or any earlier redemption or repayment date), as the case may be. Interest payments for the Fixed Rate Period of this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest on this Note for the Floating Rate Period shall be computed and paid on the basis of the actual number of days in the relevant period divided by 360.

A-17

(2)	Payment Dates. In the case where the calendar date indicated on the face hereof as the Interest Payment<br>Date or the Maturity Date (or any redemption or repayment date) does not fall on a Business Day, payment of interest, premium, if any, or principal otherwise payable on such calendar date need not be made on such date, but may be made on the<br>immediately following Business Day with the same force and effect as if made on the indicated calendar date, and no interest on such payment shall accrue for the period from and after the indicated calendar date to such Business Day.<br>
(3)	Offices for Payments. So long as this Note shall be outstanding, the Issuer will cause to be maintained<br>an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration,<br>transfer and exchange as aforesaid of this Note. The Issuer may designate other agencies for the payment of said principal, premium and interest at such place or places outside the United States (subject to applicable laws and regulations) as the<br>Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Trustee advised of the names and locations of such agencies, if any are so designated.
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(4)	Obligation of the Issuer Absolute and Unconditional. Subject to the imposition of a Resolution Measure,<br>no provision of this Note or of the Subordinated Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the amount of cash, as determined in accordance with the provisions set forth in this Note,<br>due with respect to the principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered Holder of this Note.<br>
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§ 5

Resolution Measures

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

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

(2)	Under the relevant resolution laws and regulations as applicable to the Issuer from time to time, this Note may<br>be subject to the powers exercised by the competent resolution authority to:
(i)	write down, including write down to zero, the claims for payment of the principal amount, the interest amount<br>or any other amount in respect of this Note;
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(ii)	convert this Note into ordinary shares of (A) the Issuer, (B) any group entity (C) any bridge<br>bank, or other instruments of ownership of such entities qualifying as Common Equity Tier 1 capital (and the issue to or conferral on the holders (including the beneficial owners) of such ordinary shares or instruments); and/or<br>
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A-18

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

(each, a “Resolution Measure”).

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

(3)	By its acquisition of this Note, each Holder (including each Beneficial Owner) shall be deemed irrevocably to<br>have agreed:
(i)	to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or<br>variation of the terms and conditions of the Notes to give effect to any Resolution Measure;
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(ii)	that it will have no claim or other right against the Issuer arising out of any Resolution Measure; and<br>
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(iii)	that the imposition of any Resolution Measure will not constitute a default or an Event of Default<br>(A) under the Notes, (B) under the Subordinated Indenture or (C) for the purpose of, but only to the extent permitted by, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) (including, without<br>limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act).
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(4)	The terms and conditions of this Note shall continue to apply in relation to the residual principal amount of,<br>or outstanding amount payable in respect of, this Note, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further modification of the terms that the competent resolution<br>authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany.
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(5)	No repayment of any then-current principal amount of this Note or payment of interest or any other amount<br>thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment<br>would be permitted to be made by the Issuer under the laws and regulations of the Federal Republic of Germany then applicable to the Issuer.
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A-19

(6)	By its acquisition of this Note, each Holder (including each Beneficial Owner) waives, to the fullest extent<br>permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and the Agents for, agrees not to initiate a suit against the Trustee or the Agents in respect of, and agrees that the Trustee and the Agents shall not<br>be liable for, any action that the Trustee or any of the Agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to this Note.<br>
(7)	Upon the imposition of a Resolution Measure by the competent resolution authority with respect to this Note,<br>the Issuer shall provide a written notice directly to the Holders in accordance with Section 11.04 of the Base Subordinated Indenture as soon as practicable regarding such imposition of a Resolution Measure for purposes of notifying Holders of<br>such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee and the Agents for information purposes only, and the Trustee and the Agents shall be entitled to rely, and will not be liable for relying, on the competent<br>resolution authority and the Resolution Measure identified in such notice. Any delay or failure by the Issuer to give notice shall not affect the validity or enforceability of any Resolution Measure nor the effects thereof on this Note.<br>
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(8)	If the Issuer has elected to redeem any Notes but the competent resolution authority has imposed a Resolution<br>Measure with respect to this Note prior to the payment of the redemption amount for this Note, the relevant redemption notice, if any, shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will<br>be due and payable.
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(9)	Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee shall not be<br>required to take any further directions from Holders of this Note under Section 5.09 of the Base Subordinated Indenture, which section authorizes Holders of a majority in aggregate principal amount of this Note at the time Outstanding to direct<br>certain actions relating to this Note, and if any such direction was previously given under Section 5.09 of the Base Subordinated Indenture to the Trustee by the Holders, it shall automatically cease to be effective, be null and void and have<br>no further effect. The Indenture shall impose no duties, obligations or liabilities upon the Trustee or the Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority, and the Trustee and the<br>Agents shall be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following completion of the imposition of a Resolution Measure by the competent resolution authority,<br>this Note remains outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of this Note), then the Trustee’s and the Agents’ duties under the Subordinated Indenture shall<br>remain applicable with respect to this Note following such completion to the extent that the Issuer, the Trustee and the Agents agree pursuant to a supplemental indenture, unless the Issuer, the Trustee and the Agents agree that a supplemental<br>indenture is not necessary.
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(10)	By the acquisition of this Note, each Holder (including each Beneficial Owner) shall be deemed irrevocably to<br>have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to this Note, (ii) authorized, directed<br>and requested the Depositary and any direct participant in the Depositary or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect<br>to this Note as it may be imposed, without any further action or direction on the part of such Holder of this Note, the Trustee or the Agents and (iii) acknowledged and accepted that the provisions contained in § 5 of this Note are<br>exhaustive on the matters described in Section 2.03 of the Supplemental Subordinated Indenture and the corresponding provisions of this Note to the exclusion of any other agreements, arrangements or understandings between it and the Issuer<br>relating to the terms and conditions of the Notes.
(11)	If the competent resolution authority imposes a Resolution Measure with respect to less than the total<br>outstanding principal amount of this Note, unless the Trustee or the Agents are otherwise instructed by the Issuer or the competent resolution authority, any cancellation, write-off or conversion into equity<br>made in respect of this Note pursuant to the Resolution Measure will be made on a substantially pro rata basis among this Note of any series.
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(12)	Any obligations of the Holders to indemnify the Trustee and the Agents under this Supplemental Indenture shall<br>survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or this Note. To the extent not otherwise precluded by a Resolution Measure, the Issuer’s obligations to indemnify the Trustee and<br>the Agents in accordance with Sections 6.02 and 6.06 of the Base Subordinated Indenture shall survive the imposition of a Resolution Measure by the competent resolution authority with respect to the Issuer or this Note.
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§ 6

Payment ofAdditional Amounts

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

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

(2)

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

(i)

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

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(ii)	in the case of U.S. federal income taxes, are imposed on interest received by or on behalf of (1) a 10-percent<br>shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986 (the “Code”) and the regulations that may be promulgated thereunder) of the Issuer, (2) a controlled foreign corporation that is related to<br>the Issuer within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the<br>Holder’s or beneficial owner’s status as described in clauses (1) through (3) of this paragraph; or
(iii)	would not be payable to the extent such deduction or withholding could be avoided or reduced if the Holder or<br>beneficial owner of this Note (or any financial institution through which the Holder or beneficial owner holds this Note or through which payment on this Note is made) (i) makes a declaration of<br>non-residence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed by the relevant<br>tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained by the Holder or beneficial<br>owner (or such financial institution) or concerning ownership of the Holder or beneficial owner (or financial institution) or concerning such Holder’s or beneficial owner’s (or such financial institution’s) nationality, residence,<br>identity or connection with the jurisdiction imposing such tax; or
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(iv)	are payable by reason of the Holder’s or the beneficial owner’s having, or having had, some personal<br>or business connection with the Tax Jurisdiction and not merely by reason of the fact that payments in respect of this Note are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Tax Jurisdiction; or<br>
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(v)	are presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent<br>that the Holder or the beneficial owner would have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or
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(vi)	are deducted or withheld by the Paying Agent from a payment if the payment could have been made by another<br>paying agent without such deduction or withholding; or
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(vii)	would not be payable if this Note had been kept in safe custody with, and the payments had been collected by, a<br>banking institution; or
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(viii)	are payable by reason of a change in law or practice that becomes effective more than 30 days after the<br>relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs later.
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No Additional Amounts or any other amounts will be payable on account of any such withholding or deduction in respect of payments of principal.

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(3)

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

§ 7

Event ofDefault

(1)	An “Event of Default” with respect to this Note means the opening of insolvency proceedings<br>against the Issuer by a German court having jurisdiction over the Issuer.
(2)	There are no other events of default under this Note. In particular, neither<br>non-viability (as defined under the laws governing the supervision of financial institutions, as applicable in the Federal Republic of Germany) nor the imposition of a Resolution Measure in connection<br>therewith will constitute an Event of Default with respect to this Note. If an Event of Default with respect to this Note occurs or is continuing, the Trustee or the Holder or Holders of not less than 33^1^⁄3% in aggregate principal amount of all outstanding subordinated debt securities issued under the Base Subordinated Indenture, voting as one class, by notice in writing to the Issuer, may declare the principal<br>amount of this Note and interest accrued thereon to be due and payable immediately in accordance with the terms of the Base Subordinated Indenture.
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(3)	Subject to the imposition of any Resolution Measure, if the Issuer fails to make a payment of interest on any<br>Note when due and payable for reasons other than pursuant to the subordination provisions of this Note (“Defaulted Interest”), it shall pay such Defaulted Interest plus (to the extent lawful) any interest payable on the Defaulted<br>Interest, in any lawful manner. The Issuer may elect to pay any Defaulted Interest, plus any such interest payable on it, to the Persons who are Holders of such Notes on which the interest is due on a subsequent special record date set by the Issuer<br>(the “Special Record Date”). The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Note. The Issuer shall fix any such Special Record Date and payment date for such<br>payment. At least 15 days before any such Special Record Date, the Issuer shall mail to Holders affected thereby a notice that states the Special Record Date, the Interest Payment Date and amount of such interest to be paid.
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(4)	If the Issuer does not make payments of principal of, interest on, or other amounts owing under this Note when<br>due for reasons other than (i) pursuant to the subordination provisions of this Note or (ii) due to a Resolution Measure, the Issuer will be in default on its obligations under the Subordinated Indenture. In such case, the Trustee and the<br>Holder of this Note may take action against the Issuer, but they may not accelerate the maturity of this Note. If the Issuer fails to make any payments of principal of, interest on or other amounts owing under this Note when due (i) pursuant to<br>the subordination provisions of this Note or (ii) due to a Resolution Measure, the Trustee and the Holders will not be permitted to take such action. Moreover, the parties hereto acknowledge that in the event<br>
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of a Resolution Measure, the Holders may permanently lose the right to the affected amounts and each Holder (including each Beneficial Owner) shall, by acquiring this Note, be bound, and will be<br>deemed to have consented, as provided in § 5 of this Note. Furthermore, if the Issuer becomes subject to German insolvency proceedings, the Trustee and the Holder of this Note will have no right to file a claim against the Issuer unless<br>the competent insolvency court allows the filing of subordinated claims.
(5)	Upon the occurrence of any Event of Default or any default in the payment of principal of, interest on, or<br>other amounts owing under this Note, the Issuer shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of this Note<br>whether in connection with any breach by the Issuer of its obligations under this Note, the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee shall deem most effective, provided that the Issuer shall not, as a<br>result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to principal or interest on this Note prior to any date on which the principal of, or any interest on, this Note would have<br>otherwise been payable.
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(6)	Other than the limited remedies specified above, no remedy against the Issuer shall be available to the Trustee<br>or the Holders of this Note whether for the recovery of amounts owing in respect of this Note or under the Subordinated Indenture or in respect of any breach by the Issuer of its obligations under the Subordinated Indenture or in respect of this<br>Note, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act, and provided that any payments are subject to the subordination provisions of this Note and the<br>Subordinated Indenture, and any Resolution Measure.
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§ 8

Redemption

(1)

Redemption on or prior to the Reset Date. Subject to the prior consent of the competent supervisory authority, the Issuer may redeem this Note, in whole but not in part, at its option on any Business Day during the period from (and including) October 14, 2030 to (and including) the Reset Date, upon the giving of a notice as described below. Redemption shall be made at 100% of the principal amount of the Notes (subject to the imposition of any Resolution Measure), together with accrued and unpaid interest to (but excluding) the Reset Date. Notice of redemption on the Reset Date shall be given by the Issuer to the Holders of this Note not less than 5 nor more than 60 days prior to the Reset Date, which date and the redemption price shall be specified in the notice.

(2)

Tax Redemption. Subject to the prior consent of the competent supervisory authority, the Issuer may redeem this Note in whole but not in part, at any time at the option of the Issuer, at 100% of their principal amount (subject to the imposition of any Resolution Measure) together with any accrued and unpaid interest to (but excluding) the date set for redemption if, as a result of any change in, or amendment to, the laws or regulations prevailing in the Tax Jurisdiction, which becomes effective on or after the Issue Date, or as a result of any application or official interpretation of such laws or regulations not

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generally known before that date, Withholding Taxes are or there is a substantial probability that they will be leviable on payments of interest in respect of this Note, and the Issuer would be<br>obligated to pay Additional Amounts with respect to such Withholding Taxes, as described in Section 3.01 of the Supplemental Subordinated Indenture, provided that the conditions in Article 78(4)(b) of the CRR are met, pursuant to which<br>the competent supervisory authority may permit any such redemption only if it is satisfied that the change in the applicable tax treatment is material and was not reasonably foreseeable at the Issue Date. The Issuer may exercise such redemption<br>right on giving not less than 30 days’ notice to the Holder of this Note. No such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to withhold or pay Withholding Taxes in<br>respect of payments of interest, were a payment in respect of this Note then made. Notice to Holders shall be given in accordance with Section 12.02 of the Base Subordinated Indenture.
(3)	Before any notice of tax redemption pursuant to Section 4.04(a) of the Supplemental Subordinated Indenture<br>is given to the Trustee or the Holder of this Note, the Issuer (or its successor), shall deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer (or its successor), is entitled to effect such redemption and setting<br>forth a statement of facts showing that the condition or conditions precedent to the right of the Issuer (or its successor) so to redeem have occurred or been satisfied and (ii) an opinion of independent legal counsel satisfactory to the<br>Trustee to the effect that the Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate. Such notice, once given to the Trustee, shall be irrevocable.
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(4)	Redemption for Regulatory Reasons. Subject to the prior consent of the competent supervisory authority,<br>the Issuer may redeem this Note in whole but not in part, at any time at the option of the Issuer, at 100% of their principal amount (subject to the imposition of any Resolution Measure) together with any accrued and unpaid interest to (but<br>excluding) the date set for redemption if there is a change in the regulatory classification of this Note that would be likely to result in (i) its exclusion in full or in part from the Issuer’s own funds under the CRR or any successor<br>legislation, other than for reasons of an amortization in accordance with Article 64 (2) of the CRR, or as a consequence of a write down or conversion, as the case may be, or (ii) their reclassification as a lower quality of the Issuer’s<br>own funds than as of the Issue Date, provided that the conditions in Article 78(4)(a) of the CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it considers the change in the regulatory<br>classification to be sufficiently certain and is satisfied that the regulatory reclassification of this Note was not reasonably foreseeable at the Issue Date. Notice of such redemption shall be given to the Holder of this Note upon not less than 30<br>and not more than 60 days prior to the date of redemption. Any such notice shall be given in accordance with Section 12.02 of the Base Subordinated Indenture only after having received the consent of the competent supervisory authority. Subject<br>to § 5, such notice shall be irrevocable and shall state the date set for redemption and the reason for redemption.
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(5)	Interest Accrual to Cease Upon Redemption. If the Issuer elects to redeem this Note, it shall cease to<br>accrue interest from the date set for such redemption by or pursuant to the Supplemental Subordinated Indenture, unless the Issuer fails to pay the applicable redemption price of this Note on the date set for redemption.
(6)	Repurchase. Subject to Section 4.08 of the Supplemental Subordinated Indenture, the Issuer may<br>purchase Notes in the open market or otherwise and at any price with the prior consent of the competent supervisory authority. Notes purchased by the Issuer may, at its option, be held, resold or surrendered to the Agents for cancellation.<br>
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(7)	Prior Consent for Redemption or Repurchase. Any redemption or repurchase of this Note prior to its<br>scheduled maturity shall require the prior consent of the competent supervisory authority and any redemption shall not occur before five years after the date of issuance, except where the conditions set out in Article 78(4) of the CRR are met. If<br>this Note redeemed or repurchased by the Issuer otherwise than in the circumstances described in Article 4 of the Supplemental Subordinated Indenture, then the amounts redeemed or paid must be returned to the Issuer irrespective of any agreement to<br>the contrary unless the competent supervisory authority has given its consent to such early redemption or repurchase.
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(8)	No Sinking Fund; No Redemption at Option of Holder. This Note will not be subject to any sinking fund<br>and will not be redeemable or subject to payment at the option of the Holder prior to maturity.
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§ 9

Waiver of Right to Set-Off

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

§ 10

Amendments

(1)

Amendments Without Holder Consent. Subject to the prior consent of the competent supervisory authority, if required under the CRR or other applicable laws and regulations for the recognition of this Note as Tier 2 capital, the Issuer and the Trustee may amend, modify or supplement the Supplemental Subordinated Indenture or this Note without the consent of any Holder to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein, or to make such other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holder of this Note. Notwithstanding the foregoing, any amendment made solely to conform the provisions of the Supplemental Subordinated Indenture to the description of this Note contained in the Issuer’s prospectus supplement dated January 14, 2021 will not be deemed to adversely affect the interests of the Holders of this Note.

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(2)

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

§ 11

Miscellaneous

(1)

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

(2)

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

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(3)

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

§ 12

Governing Law

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

§ 13

Definitions

As used herein:

(a)

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

(b)

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

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

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

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

[PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE]

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

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

Dated:____________________

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

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EX-5.6

EXHIBIT 5.6

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Writer’s Direct Dial: +49 69 97 10 30

E-Mail: wgreenberg@cgsh.com

January 14, 2021

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

Ladies and Gentlemen:

We have acted as special^^United States counsel to Deutsche Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the “Bank”), in connection with the Bank’s offering pursuant to a registration statement on Form F-3 (No. 333-226421) (the “Registration Statement”) of $1,250,000,000 aggregate principal amount of the Fixed to Floating Reset Rate Subordinated Tier 2 Notes due 2032 (the “Notes”) to be issued under a subordinated indenture dated as of May 21, 2013 (the “Base Indenture”), as supplemented by the third supplemental subordinated indenture dated December 1, 2017 (the “Third Supplemental Indenture”), as additionally supplemented by the fifth supplemental subordinated indenture dated July 8, 2020 (the “Fifth Supplemental Indenture”) and further supplemented by the seventh supplemental subordinated indenture dated on or about January 14, 2021 (the “Seventh Supplemental Indenture”) and the eighth supplemental subordinated indenture dated on or about January 14, 2021 (the “Eighth Supplemental Indenture” and together with the Base Indenture, the Third Supplemental Indenture, the Sixth Supplemental Indenture, and the Seventh Supplemental Indenture, the “Indenture”), in each case among the Bank, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar and authenticating agent (the “Agent”).

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

(a)	the Registration Statement and the documents incorporated by reference therein;

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(b)	a copy of the Notes in global form as executed by the Bank and authenticated by the Agent; and<br>
(c)	an executed copy of the Indenture.
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In addition,^^we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

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

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes have been duly executed and delivered by the Bank under the law of the State of New York and are the valid, binding and enforceable obligations of the Bank, entitled to the benefits of the Indenture (except that we express no opinion with respect to the validity, binding effect or enforceability of (i) the subordination provisions of the terms of the Notes, which are expressed to be governed by German law or (ii) Section 2.12(l) of the Indenture (and the corresponding provisions in the Notes) providing for (a) the survival of the Bank’s obligations to indemnify the Trustee to the extent not otherwise precluded by a Resolution Measure, and (b) the survival of the Holder’s obligations to indemnify the Trustee and the Agents, each in accordance with Sections 6.02 and 6.06 of the Base Indenture after the imposition of a Resolution Measure by the competent resolution authority (each as defined in the Indenture) with respect to the Notes.

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

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

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

We hereby consent to the use of our name in the Prospectus under the heading “Legal Matters,” as counsel for the Bank who has passed on the validity of the Notes and to the filing of this opinion with the Commission as Exhibit 5.6 to the Bank’s Current Report on Form 6-K dated January 14, 2021. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ Ward A. Greenberg
	Ward A. Greenberg, a Partner

EX-5.7

EXHIBIT 5.7

Deutsche Bank

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To:	Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

January 14, 2021

Deutsche Bank Aktiengesellschaft – $1,250,000,000 Fixed to Floating Reset Rate Subordinated Tier 2 Notes due 2032

Ladies and Gentlemen:

In our capacity as counsel of Deutsche Bank Aktiengesellschaft (the “Bank”), we have advised the Bank as to matters of German law in connection with the offering and sale (the “Offer”) pursuant to a registration statement on Form F-3 (No. 333-226421) filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2018 (the “Registration Statement”), as amended by pre-effective amendment no. 1, filed with the Commission on August 14, 2018, and as further amended by pre-effective amendment no. 2, filed with the Commission on August 17, 2018 and declared effective by the Commission on August 20, 2018, and the base prospectus dated August 20, 2018, as supplemented by the preliminary prospectus supplement dated January 11, 2021 and the final prospectus supplement dated January 11, 2021 (together, the “Prospectus”) of $1,250,000,000 aggregate principal amount of the Fixed to Floating Reset Rate Subordinated Tier 2 Notes due 2032 (the “Notes”) issued by the Bank, acting through its New York branch, pursuant to a Subordinated Indenture, dated May 21, 2013 (the “Base Subordinated Indenture”), as supplemented by the Third Supplemental Subordinated Indenture, dated December 1, 2017 (the “Third Supplemental Subordinated Indenture”), as supplemented by the Fifth Supplemental Subordinated Indenture, dated July 8, 2020 (the“Fifth Supplemental Subordinated Indenture”), as additionally supplemented by the Seventh Supplemental Subordinated Indenture, dated on or about January 14, 2021 (the “Seventh Supplemental Subordinated Indenture”), and as further supplemented by the Eighth Supplemental Subordinated Indenture, dated on or about January 14, 2021 (the “Eighth Supplemental Subordinated Indenture” and, together with the Base Subordinated Indenture, the Third Supplemental Subordinated Indenture, the Fifth Supplemental Subordinated Indenture, and the Seventh Supplemental Subordinated Indenture, the “Subordinated Indenture”), in each case among the Bank, Wilmington Trust, National Association, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar and authenticating agent (the “Agent”). ****

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

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

(a)	the Articles of Association (Satzung) of the Bank as currently in force;
(b)	scanned copies of the Subordinated Indenture and the Notes in global form as executed by the Bank and<br>authenticated by the Agent (collectively, the “Transaction Documents”);
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(c)	electronic copies of the Registration Statement and the Prospectus;
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(d)	scanned copies of the power of attorney issued on behalf of the Bank by Christian Sewing and James von Moltke,<br>members of the Management Board of the Bank, on July 17, 2018 (the “Power of Attorney”); and
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(e)	such other documents as we have deemed necessary to enable us to give this opinion.
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We have relied, as to matters of fact, on certificates of the responsible officers of the Bank and public officials. We have assumed that:

(i)	the Transaction Documents are within the capacity and power of, and have been validly authorized, executed and<br>delivered by, the parties thereto other than the Bank and that there has been no breach of any of the terms thereof;
(ii)	the Transaction Documents are valid, binding and enforceable under the laws of the State of New York (by which<br>they are expressed to be governed, except with respect to the subordination provisions which are expressed to be governed by the laws of Germany (the “German Law Provisions”)), except that no such assumption is made as to the German Law<br>Provisions;
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(iii)	the Notes are being offered and sold as contemplated by the Registration Statement and the Prospectus;<br>
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(iv)	the Base Subordinated Indenture has not subsequently been amended in a manner applicable to the Notes other<br>than by means of the Third Supplemental Subordinated Indenture, the Fifth Supplemental Subordinated Indenture, the Seventh Supplemental Indenture, and the Eighth Supplemental Subordinated Indenture;
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(v)	the Notes have not subsequently been amended;
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(vi)	the Power of Attorney has not subsequently been amended; and
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(vii)	all signatures on all documents submitted to us are genuine and that copies of all documents submitted to us<br>are complete and conform to the originals.
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Based upon the foregoing we are of the opinion that:

(1)	the Bank is duly organized and validly existing as a stock corporation (Aktiengesellschaft) under<br>the laws of Germany and had the corporate power to, and undertook all necessary corporate action to, execute, deliver and file the Registration Statement;
(2)	the Bank has corporate power and capacity to execute and deliver the Transaction Documents and to perform its<br>obligations thereunder;
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(3)	the execution and delivery of the Transaction Documents have been duly authorized by all necessary corporate<br>action of the Bank;
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(4)	the Subordinated Indenture has been validly executed and delivered on behalf of the Bank and constitutes a<br>valid and binding obligation of the Bank, which, with respect to the Notes, is to be performed through the Bank’s New York branch;
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(5)	the terms of the Notes, having been established by the Eighth Supplemental Indenture, have been duly authorized<br>by the Bank;
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(6)	the Notes have been validly executed and delivered on behalf of the Bank and constitute valid and binding<br>obligations of the Bank, which are to be performed through the Bank’s New York branch; and
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(7)	the courts in Germany (assuming they accept jurisdiction) would observe and give effect to the choice of the<br>laws of the State of New York as governing the Transaction Documents, except for the German Law Provisions thereof, with respect to which such courts would observe and give effect to German law.
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This opinion is subject to the following qualifications:

(A)	enforcement of the Transaction Documents may be limited by bankruptcy, insolvency, liquidation, reorganization,<br>limitation and other laws of general application, or by governmental acts, relating to or affecting the rights of creditors;
(B)	enforcement of any agreement, instrument or document may be limited by any resolution measures exercised by the<br>competent resolution authority under the relevant resolution laws and regulations applicable to the Bank; the resolution authority may convert to equity or reduce the principal amount of liabilities, transfer assets, rights and liabilities and take<br>other resolution measures which relate to or affect the rights of creditors;
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(C)	enforcement of rights may be limited by statutes of limitation or lapse of time;
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(D)	courts in Germany (assuming they accept jurisdiction) do not apply provisions of foreign law to the extent such<br>provisions are obviously irreconcilable with essential principles of German law, in particular rights under constitutional law of Germany;
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(E)	any judicial proceedings in Germany enforcing rights will be subject to the rules of civil procedure as applied<br>by the courts in Germany, which inter alia and without limitation, might require the translation of foreign language documents into the German language; and
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(F)	we do not express an opinion as to any rights and obligations the Bank may have or appears to have under the<br>Transaction Documents against itself.
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We hereby consent to the use of our name in the Prospectus under the heading “Legal Matters”, as counsel for the Bank who has passed on the validity of the Notes, to the filing of this opinion with the Commission as Exhibit 5.7 to the Bank’s Current Report on Form 6-K, dated January 14, 2021, and to the incorporation by reference of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission promulgated thereunder.

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

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

Very truly yours,

/s/ Dr. Mathias Otto	/s/ Dr. Philipp Federlin
General Counsel of Infrastructure and Regulatory<br>Advice of Deutsche Bank AG	Associate General Counsel of<br> <br>Deutsche Bank<br>AG