DEUTSCHE BANK AKTIENGESELLSCHAFT and DEUTSCHE BANK TRUST COMPANY AMERICAS, Warrant Agent

Exhibit 99.3

and

DEUTSCHE BANK TRUST COMPANY AMERICAS, Warrant Agent

dated as of November 15, 2007

TABLE OF CONTENTS


		Page
ARTICLE 1
WARRANTS

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

ARTICLE 2
DURATION AND EXERCISE OF WARRANTS

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

ARTICLE 3
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

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

ARTICLE 4
WARRANTS ACQUIRED BY THE BANK; PAYMENT OF TAXES

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

ARTICLE 5
CONCERNING THE WARRANT AGENT

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


ARTICLE 6 MISCELLANEOUS

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


Exhibit I	–	Form of Registered Call Warrant Certificate

Exhibit II	–	Form of Registered Put Warrant Certificate

WARRANT AGREEMENT

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

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

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

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

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

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

WARRANTS

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

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

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

“Board Resolution” means a copy of one or more resolutions duly adopted or consented to by the Board, or any other evidence of due corporate action under German law, in full force and effect and delivered to the Warrant Agent.

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

“London Branch” means the branch of Deutsche Bank Aktiengesellschaft established by it in England and Wales (Registration No. BR000005) under Schedule 21A to the Companies Xxx 0000.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c) All Warrants of any one series shall be substantially identical, except as may otherwise be provided by or pursuant to the Board Resolution or Officer’s Certificate referred to above or as set forth in any such agreement supplemental hereto. All Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any such agreement supplemental hereto.

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

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

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

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

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

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

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

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

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

In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent), who shall be counsel reasonably satisfactory to the Warrant Agent, in which case the opinion shall state that such counsel believes he and the Warrant Agent are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Bank and its subsidiaries and certificates of public officials.

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

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

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

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

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

(c) If the Bank shall establish pursuant to Section 1.03 that the Warrants of a series are to be evidenced by one or more Global Warrant Certificates, then the Bank shall execute and the Warrant Agent shall, in accordance with this Section and the Issuer Order with respect to such series, countersign and deliver one or more Global Warrant Certificates that (i) shall evidence the Warrants of such series issued in such form and not yet canceled, (ii) shall be registered in the name of the Depositary (as defined below) for such Warrants or the nominee of such Depositary, (iii) shall be held by the Warrant Agent as such Depositary’s custodian or delivered pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

“Depositary” means, with respect to the Warrants of any series that are or may be evidenced by one or more Global Warrant Certificates, the person or persons designated as Depositary by the Bank pursuant to Section 1.03 hereof until a successor Depositary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Depositary” shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, “Depositary” as used with respect to the Warrants of any such series shall mean the Depositary with respect to that series.

(d) If so required by applicable law, each Depositary for a series of Warrants must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

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

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

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

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

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


By Mail

		DB Services Tennessee, Inc. Reorganization Xxxx X.X. Xxx 000000
		Xxxxxxxxx, XX 00000-0000

By Overnight Mail or Courier

		DB Services Tennessee, Inc. Trust and Securities Services Reorganization Xxxx
		000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx, XX 00000

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

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

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

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

(g) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Warrants of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

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

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

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

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

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

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

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

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

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

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

(d) Upon the issuance of any new Warrant Certificate in accordance with this Section, the Bank may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) connected therewith.

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

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

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

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

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

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

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

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

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

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

ARTICLE 2

DURATION AND EXERCISE OF WARRANTS

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

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

ARTICLE 3

OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

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

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

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

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

ARTICLE 4

WARRANTS ACQUIRED BY THE BANK; PAYMENT OF TAXES

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

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

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

ARTICLE 5

CONCERNING THE WARRANT AGENT

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

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

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

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

(c) The Warrant Agent may consult with counsel satisfactory to it (including counsel to the Bank), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 6

MISCELLANEOUS

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

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

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

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

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

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

Section 6.03. Addresses for Notices. Any communications to the Warrant Agent with respect to this Agreement shall be in writing addressed to Deutsche Bank Trust Company Americas, 00 Xxxx Xxxxxx, 00xx Xxxxx, Mail Stop: NYC60-2710, Xxx Xxxx, XX 00000, Attention: T&SS – Corporates Deal Manager with a copy to Deutsche Bank National Trust Company, 00 XxXxxxxx Xxxxxx, Mail Stop: XXX00-0000, Xxxxxx, XX 00000, Attention: T&SS – Corporates Deal Manager (the “Warrant Agent’s Office”) and any communications to the Bank with respect to this Agreement shall be addressed to Deutsche Bank AG, Office of the Secretary, 00 Xxxx Xxxxxx, Mail Stop XXX00-0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Secretary (or in each case to such other address as shall be given in writing to the other party hereto).

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

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

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

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

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

(b) Any certificate, statement or opinion of an officer of the Bank may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Bank, upon the certificate, statement or opinion of or representations by an officer or officers of the Bank, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such officer’s certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

(c) Any certificate, statement or opinion of an officer of the Bank or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Bank, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which such officer’s or counsel’s, as the case may be, certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Warrant Agent shall contain a statement that such firm is independent.

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

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

Section 6.10. Judgment Currency. The Bank agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the Warrants of any series

(the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Warrant Agent could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day (as defined below), in which event, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Warrant Agent could purchase in The City of New York the Required Currency with the Judgment Currency on the last New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Agreement and the terms of the Warrants of such series to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause 6.10(a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Agreement. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

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

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

Section 6.13. Applicable Law. This Agreement and each Warrant shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State, excluding choice of law provisions.

Section 6.14. Submission to Jurisdiction. The Bank agrees that any legal suit, action or proceeding arising out of or based upon this Warrant Agreement may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any

such proceeding, and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding. The Bank has appointed Deutsche Bank Americas Holding Corp., c/o Office of the Secretary, 00 Xxxx Xxxxxx, Mail Stop XXX00-0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxxx as its authorized agent (the “Authorized Agent “) upon which process may be instituted in any State or Federal court in the Borough of Manhattan, City and State of New York and the Bank expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable unless and until a successor authorized agent, located or with an office in the Borough of Manhattan, City and State of New York, shall have been appointed by the Bank and such appointment shall have been accepted by such successor authorized agent. The Bank represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Bank agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Bank.

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


DEUTSCHE BANK AKTIENGESELLSCHAFT

By:
Name:
Title:

By:
Name:
Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, WARRANT AGENT

By:
Name:
Title:

By:
Name:
Title:

EXHIBIT I

[FORM OF FACE OF REGISTERED CALL WARRANT CERTIFICATE]


No.				CUSIP No.

[Unless and until it is exchanged in whole for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this Warrant Certificate is presented by an authorized representative of the Depositary (55 Xxxxx Xxxxxx, Xxx Xxxx) to Deutsche Bank Aktiengesellschaft or its agent for registration of transfer, exchange or payment, and any Warrant issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]¹

DEUTSCHE BANK AKTIENGESELLSCHAFT

[Designation of Warrants]

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

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

WARRANT PROPERTY:

AMOUNT OF WARRANT PROPERTY

PURCHASABLE PER WARRANT:

¹	Applies to global warrant certificates.

I-1

CALL PRICE PER WARRANT:

FORM OF PAYMENT OF

CALL PRICE:

FORM OF SETTLEMENT:

DATES OF EXERCISE:

OTHER TERMS:

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

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

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

²	Applies to definitive warrant certificates.

³	Applies to global warrant certificates.

I-2

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

Dated:


		DEUTSCHE BANK AKTIENGESELLSCHAFT

		By:
		Name:
		Title:
Attest:

By:
	Secretary

Countersigned as of the date above written:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Warrant Agent

By:
	Authorized Officer

I-3

[FORM OF REVERSE OF REGISTERED CALL WARRANT CERTIFICATE]

DEUTSCHE BANK AKTIENGESELLSCHAFT

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

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

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


By Mail		DB Services Tennessee, Inc. Reorganization Xxxx X.X. Xxx 000000 Xxxxxxxxx, XX 00000-0000

By Overnight Mail or Courier		DB Services Tennessee, Inc. Trust and Securities Services Reorganization Xxxx 000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx, XX 00000

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

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

I-4

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

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

I-5

[Designation of Warrants]

Exercise Notice

[By Mail]

[DB Services Tennessee, Inc.

Reorganization Unit

X.X. Xxx 000000

Xxxxxxxxx, XX 00000-0000]

[By Overnight Mail or Courier]

[DB Services Tennessee, Inc.

Trust and Securities Services

Reorganization Unit

000 Xxxxxxxxx Xxxx Xxxx

Xxxxxxxxx, XX 00000]

Attention: Reorganization Unit

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

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

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


Dated:
		(Registered Holder)

	By:
		Authorized Signature
		Address:
		Telephone:

I-6

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

SCHEDULE A

[Designation of Warrants]

GLOBAL

WARRANT

SCHEDULE OF EXCHANGES

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

Date of

Exchange or

Exercise

[Number

Exchanged for

Separated

Warrants]¹

[Reduced

Number

Outstanding

Following Such

Exchange]¹

[Number of

Attached

Unit Warrants

Exchanged for

Warrants

represented

by this Separated

Warrant]²

[Increased

Number

Outstanding

Following

Such

Exchange]²

Number of

Warrants

Exercised

Reduced

Number

Outstanding

Following Such

Exercise

Notation

Made by or

on Behalf of

Warrant

Agent

________

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

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

I-7

EXHIBIT II

[FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE]


No.		CUSIP No.

DEUTSCHE BANK AKTIENGESELLSCHAFT

[Designation of Warrants]

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

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

⁶	Applies to global warrant certificates.

II-1

[WARRANT PROPERTY:] ⁷

[AMOUNT OF WARRANT PROPERTY

SALABLE PER WARRANT:]²

[PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY

PER WARRANT:]²

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE

DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:]²

DATES OF EXERCISE:

OTHER TERMS:

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

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

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

⁸	Applies to definitive warrant certificates.

⁹	Applies to global warrant certificates.

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

II-2

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

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

II-3

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

Dated:


DEUTSCHE BANK AKTIENGESELLSCHAFT

By:
Name:
Title:


Attest:

By:
		Secretary

Countersigned as of the date above written:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Warrant Agent

By:
		Authorized Officer

II-4

[FORM OF REVERSE OF REGISTERED PUT WARRANT CERTIFICATE]

DEUTSCHE BANK AKTIENGESELLSCHAFT

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

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


By Mail		DB Services Tennessee, Inc.
		Reorganization Xxxx X.X. Xxx 000000
		Xxxxxxxxx, XX 00000-0000

By Overnight Mail or Courier		DB Services Tennessee, Inc.
		Trust and Securities Services Reorganization Xxxx
		000 Xxxxxxxxx Xxxx Xxxx
		Xxxxxxxxx, XX 00000

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

II-5

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

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

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

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

II-6

[Designation of Warrants]

Exercise Notice

[By Mail]

[DB Services Tennessee, Inc.

Reorganization Unit

X.X. Xxx 000000

Xxxxxxxxx, XX 00000-0000]

[By Overnight Mail or Courier]

[DB Services Tennessee, Inc.

Trust and Securities Services

Reorganization Unit

000 Xxxxxxxxx Xxxx Xxxx

Xxxxxxxxx, XX 00000]

Attention: Reorganization Unit

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


Dated:
		(Registered Holder)


By:
		Authorized Signature
		Address:
		Telephone:

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

II-1

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

SCHEDULE A

[Designation of Warrants]

GLOBAL

WARRANT

SCHEDULE OF EXCHANGES

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

Date of

Exchange or

Exercise

[Number
Exchanged for
Separated
Warrants]¹³

[Reduced Number
Outstanding
Following Such
Exchange]¹

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

[Increased
Number
Outstanding
Following Such
Exchange]²

Number of
Warrants
Exercised

Reduced Number
Outstanding
Following Such
Exercise

Notation
Made by or
on Behalf of
Warrant Agent

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

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

EXHIBIT III

[Fee schedule dated August 29, 2006]

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DEUTSCHE BANK AKTIENGESELLSCHAFT and DEUTSCHE BANK TRUST COMPANY AMERICAS, Warrant Agent

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