DATED: 21 March 2006

EIRLES TWO LIMITED

(incorporated with limited liability in Ireland)

(the "Issuer")

EUR 10,000,000,000

Secured Note Programme

(the "Programme")

PROSPECTUS

(issued pursuant to the base prospectus dated 1 July 2005) (the "Base Prospectus"))

Series 233 EUR 15,000,000 Variable Rate Leveraged Super Senior Secured Credit Linked Notes due 2013

(the "Notes")

DEUTSCHE BANK AG, LONDON BRANCH

as Arranger

The attention of investors is drawn to the section headed "Investment Considerations and Risk Factors" on page 3 of this Prospectus

TABLE OF CONTENTS

INVESTMENT CONSIDERATIONS AND RISK FACTORS 3

GENERAL 7

TERMS AND CONDITIONS OF THE NOTES 10

SCHEDULE 1 TO THE FORM OF TERMS – DEFINITIONS 68

SCHEDULE 2 TO THE FORM OF TERMS – AMENDMENTS TO TRUST TERMS 71

SCHEDULE 3 TO THE TERMS 75

SCHEDULE 4 TO THE TERMS – FORM OF NEW NOTES 79

SCHEDULE 1 TO THE FORM OF TERMS – DEFINITIONS 132

SCHEDULE 2 TO THE FORM OF TERMS – AMENDMENTS TO TRUST TERMS 134

SCHEDULE 3 TO THE FORM OF TERMS – FORM OF ADDITIONAL RESERVE AMOUNT NOTICE 137

SCHEDULE 4 TO THE FORM OF TERMS – FORM OF WITHDRAWAL REQUEST NOTICE 139

FURTHER INFORMATION CONCERNING THE TRUST INSTRUMENT 141

INFORMATION CONCERNING THE CALCULATION AGENT 143

FURTHER INFORMATION CONCERNING THE SWAP AGREEMENT 144

USE OF PROCEEDS 145

TAX CONSIDERATIONS 145

LEGAL OPINIONS 145

AVAILABILITY OF PROSPECTUS AND OTHER DOCUMENTS 145

PAYING AGENTS AND LISTING AGENT 145

SELLING RESTRICTIONS 146

ANNEX 1 INFORMATION CONCERNING THE ISSUER 149

ANNEX 2 INFORMATION CONCERNING THE COLLATERAL 150

ANNEX 3 DEFAULT SWAP CONFIRMATION 152

INVESTMENT CONSIDERATIONS AND RISK FACTORS

Purchasers of Notes should conduct such independent investigation and analysis regarding the Issuer, the Reference Entities, the Reference Obligations, the Collateral and the obligors in respect thereof, the Notes, the Swap Counterparty (each of the terms as defined herein) and all other relevant persons and market and economic factors as they deem appropriate to evaluate the merits and risks of an investment in the Notes. The Issuer and the Arranger disclaim any responsibility to advise purchasers of Notes of the risks and investment considerations associated with the purchase of the Notes as they may exist at the date hereof or from time to time thereafter. However, as part of such independent investigation and analysis, prospective purchasers of Notes should consider all the information set forth in the Base Prospectus and this Amended and Restated Prospectus, including the considerations set forth below.

(A) All payments to be made by the Issuer in respect of the Notes and the Swap Agreement related thereto will be made only from and to the extent of the sums received or recovered from time to time by or on behalf of the Issuer or the Trustee in respect of the Mortgaged Property (as defined in Condition 4.2) in respect of such Notes;

(B) To the extent that such sums are less than the amount which the holders of the Notes and the Swap Counterparty may have expected to receive if paragraph (A) above did not apply (the difference being referred to herein as a "shortfall"), such shortfall will be borne by such holders and by the Swap Counterparty in accordance with the Terms and Conditions of the Notes and the order of priorities specified in this Amended and Restated Prospectus; and

(C) Each holder of the Notes, by subscribing for or purchasing the Notes, will be deemed to accept and acknowledge that it is fully aware that:

(i) the holders of the Notes and the Swap Counterparty shall look solely to the sums referred to in paragraph (A), as applied in accordance with paragraph (B) above (the "Relevant Sums") for payments to be made by the Issuer in respect of the Notes and the Swap Agreement related thereto;

(ii) the obligations of the Issuer to make payments in respect of the Notes and the Swap Agreement related thereto will be limited to the Relevant Sums and the holders of the Notes and the Swap Counterparty shall have no further recourse to the Issuer in respect of the Notes or the Swap Agreement related thereto;

(iii) without prejudice to the foregoing, any right of the holders of the Notes and the Swap Counterparty to claim payment of any amount exceeding the Relevant Sums shall be automatically extinguished; and

(iv) the holders of the Notes shall not be able to petition for the winding up of the Issuer or the appointment of an examiner in respect of the Issuer as a consequence of any such shortfall.

Investment in the Notes is only suitable for investors who:

(1) have the requisite knowledge and experience in financial and business matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information contained in the Base Prospectus and this Amended and Restated Prospectus and the merits and risks of an investment in the Issuer in the context of such investors’ financial position and circumstances;

(2) are capable of bearing the economic risk of an investment in the Issuer for an indefinite period of time;

(3) are acquiring the Notes for their own account for investment, not with a view to resale, distribution or other disposition of the Notes (subject to any applicable law requiring that the disposition of the investor’s property be within its control);

(4) recognise that it may not be possible to make any transfer of the Notes for a substantial period of time, if at all; and

(5) are banks, investment banks, pension funds, insurance companies, securities firms, investment institutions, central governments, large international or supranational organisations or other entities, including inter alia treasuries and finance companies of large enterprises which are active on a regular and professional basis in the financial markets for their own account.

Further, each prospective purchaser of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary’s) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. Neither the Issuer, the Arranger, the Swap Counterparty nor any other person has or will make any representation or statement as to the suitability of the Notes for investors. Investors should obtain all required independent professional advice before purchasing the Notes.

Exposure to Reference Entities and Reference Obligations set out in the Reference Portfolio (as updated from time to time)

A Note does not represent a claim against any Reference Entity and, in the event of any loss, a Noteholder will not have recourse under a Note to any Reference Entity. However, investors in the Notes will be exposed to the credit risk of the Reference Entities and the Reference Obligations. Neither the Issuer, the Arranger, the Trustee nor any of them or other person on their behalf makes any representation or warranty, express or implied, as to the credit quality of any Reference Entity or the Reference Obligations. Each of such persons may have acquired, or during the term of the Notes may acquire, confidential information with respect to the Reference Entities or the Reference Obligations. None of such persons is under any obligation to make such information available to Noteholders.

Prospective purchasers of Notes should pay particular attention to the leverage provisions of the Notes. Notwithstanding the fact that the initial principal amount of the Notes is EUR 15,000,000, the credit protection effectively sold by the Noteholders is EUR 225,000,000. In connection with the leveraged nature of the Notes and the credit default swap element of the Swap Agreement, the provisions of the Swap Agreement

entitle the Swap Counterparty to terminate the Swap Agreement prior to its scheduled termination date if a Trigger Event (as defined in the Swap Agreement) occurs - and if the Swap Agreement is so terminated, the Notes will become due for redemption prior to their stated maturity in accordance with the Terms of the Notes. A Trigger Event at any time is defined so as to the take account of the exposure of the Swap Counterparty to the Issuer under the credit default swap element of the Swap Agreement, having regard to then current credit spreads in relation to the Reference Entities and taking account any additional cash collateral provided by the Noteholders to the Issuer (which collateral would form part of the Mortgaged Property available to satisfy the claims of the Swap Counterparty against the Issuer under the Swap Agreement and of the Noteholder providing such collateral). Provided that no Trigger Event (and provided that no Principal Amount Reduction or Potential Principal Amount Reduction) has occurred in relation to the Notes (as such terms are defined in the Terms of the Notes), a Noteholder may, at certain times and subject to certain conditions, including the Average Portfolio Spread (as defined in the Swap Agreement) under the credit default swap element of the Swap Agreement being greater than or equal to a certain level, give notice to the Issuer that it wishes to provide such collateral (an Initial Deposit Amount or a Further Deposit) to the Issuer and to exchange its Notes for a new Series of Notes (having similar terms and conditions as the Notes and for which the relevant Mortgaged Property will comprise a pro rata portion of the Mortgaged Property for the Notes outstanding immediately prior to the giving of such notice). Prospective purchasers of Notes should review in detail the provisions of the Terms of the Notes (including paragraphs 19(8), 20 and 21 of the Terms) and of the Swap Agreement.

Swap Agreement

Investors in the Notes shall be deemed to have fully understood the provisions of the Default Swap and Asset Swap related thereto and, in particular, the fact that amounts due in respect of principal and interest on the Notes will be affected by the amounts due and payable by the Issuer under such Default Swap and Asset Swap.

Reliance on Creditworthiness of Deutsche Bank AG, London Branch

The ability of the Issuer to meet its obligations under the Notes will depend on the receipt by it of payments under the Swap Agreement related thereto. Consequently, the Issuer is exposed not only to the occurrence of Credit Events in relation to any of the Reference Entities and the Reference Obligations, but also to the ability of Deutsche Bank AG, London Branch (as Swap Counterparty) to perform its obligations to make payments to the Issuer under the Swap Agreement and to Deutsche Bank AG, London Branch (as Deposit Bank) in relation to the Collateral.

Basis Selection

Investors in the Notes may be exposed to a variation in the proportion which the nominal amount of the Collateral in respect of the Notes bears to the principal amount of the Notes, depending on the Basis Selection elected by the Issuer on any issue of further Notes of the same class (as described in Condition 15 of the Notes).

THE CONSIDERATIONS SET OUT ABOVE ARE NOT, AND ARE NOT INTENDED TO BE, A COMPREHENSIVE LIST OF ALL CONSIDERATIONS RELEVANT TO A DECISION TO PURCHASE OR HOLD ANY NOTES. THE ATTENTION OF INVESTORS IS ALSO DRAWN TO THE SECTIONS HEADED “INVESTOR

SUITABILITY” AND “INVESTMENT CONSIDERATIONS” IN THE BASE PROSPECTUS.

GENERAL

Application has been made to the Irish Financial Services Regulatory Authority (the “Financial Regulator”), as competent authority under Directive 2003/71/EC (the "Prospectus Directive"), for the Prospectus to be approved. Application has been made to the Irish Stock Exchange Limited (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List and trading on its regulated market.

This Prospectus, under which the Notes are issued, incorporates by reference the Base Prospectus issued in relation to the Programme. For the purposes of this document, all references in the Base Prospectus to “Securities Note” shall be deemed to be references to this document. Deutsche Bank AG, London Branch, of Winchester House, 1 Great Winchester Street, London EC2N 2DB (the “Arranger”) is the Arranger for the Notes. Terms defined in the Base Prospectus have the same meaning in this Prospectus.

This Prospectus comprises a prospectus for the purposes of the Prospectus Directive.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Notes or the distribution of this Prospectus in any jurisdiction where such action is required.

The Issuer is a private limited company and accordingly its Articles of Association prohibit any invitation to the public to subscribe for any shares or debentures of the Issuer. This Prospectus does not constitute an invitation to the public within the meaning of the Irish Companies Acts 1963 to 2005 to subscribe for the Notes.

The Notes will be governed by and construed in accordance with English law.

Subject to any limitations set out at Annex 2 herein, the Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

No person has been authorised to give any information or to make representations other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Arranger or either of them. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof.

Upon approval of the Prospectus by the Financial Regulator, the Prospectus will be filed with the Company Registrations Office in Ireland in accordance with Regulation 38(1)(b) of the Prospectus (Directive 2003/71/EC) Regulations 2005.

Except as specified in this Prospectus, the Issuer does not intend to provide post issuance transaction information regarding the Notes or the Collateral.

Documents Incorporated By Reference

This Prospectus should be read and construed in conjunction with the Base Prospectus which has been previously published and approved by the Financial Regulator. The Base Prospectus shall be deemed to be incorporated in, and form part of, this Prospectus, save that any statement contained in the Base Prospectus which is deemed to be incorporated herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute a part of this Prospectus.

Expenses

All payment of costs and expenses of the Issuer in connection with the issue of the Notes and any related Swap Agreement described in paragraph 20 of the Terms of the Notes set out below, will be met by the Swap Counterparty. It is anticipated that no surpluses shall be accumulated by the Issuer in respect of the Notes.

The expenses related to the admission to trading of the Notes on the Irish Stock Exchange are estimated to be EUR 2,600.

Documents Available for Inspection

Copies of the following documents will be available for inspection and collection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Issuer, the specified office of the Agent in London and the specified office of the Paying Agent in Ireland, free of charge, for so long as the Notes shall remain outstanding and, for so long as the Notes remain listed on the Irish Stock Exchange, at the office of the Listing Agent specified on the back page of this Prospectus:

(i) this Prospectus, the Base Prospectus and any prospectus supplement;

(ii) the Trust Instrument;

(iii) each document incorporated by reference into the Trust Instrument (including without limitation the documents setting out the terms of the Agency Agreement, the Purchase Agreement and the Swap Agreement(s) referred to in paragraph 22 of the Terms of the Notes set out below);

(iv) annual financial statements of the Issuer;

(v) the annual financial statements and the quarterly interim financial statements of Deutsche Bank Aktiengesellschaft;

(vi) copies of any offering documents setting forth the terms and conditions of the securities constituting the Collateral;

(vii) copies of the annual financial statements and interim financial statements (if any) of the issuer of the securities constituting the Collateral; and

(viii) the Issuer’s memorandum and articles of association.

ERISA Considerations

By its purchase and acceptance of a Note, each holder will be deemed to have represented and warranted that either (i) no ERISA Plan (as defined below) assets have been used to purchase such Notes or (ii) one or more prohibited transaction statutory or administrative exemptions applies such that the use of such plan assets to purchase and hold such Notes will not constitute a non-exempt prohibited transaction under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). As used herein “ERISA Plan” means employee benefit plans subject to Title 1 of ERISA or an individual retirement account or employee benefit plan subject to Section 4975 of the Code or entities which may be deemed to hold the assets of any such plans.

Terms of Series 233 EUR 15,000,000 Variable Rate Leveraged Super Senior Secured Credit Linked Notes due 2013 (the "Notes")

The Notes designated as above shall have the following terms (the "Terms") which shall complete, modify and amend the Conditions set forth in the Trust Instrument which shall apply to the Notes as so completed, modified and amended. Unless the context otherwise requires, expressions used herein or in the Trust Instrument and not otherwise defined herein or in the Trust Instrument shall have the meanings ascribed to them by the provisions of the 2000 ISDA Definitions, including the Annexes to the 2000 Definitions (the "2000 Definitions") and the 2003 ISDA Credit Derivatives Definitions as supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions (together, the "2003 Definitions"), each as published by the International Swaps and Derivatives Association, Inc. (together, the "ISDA Definitions"). In the event of any conflict, the 2003 Definitions shall prevail over the 2000 Definitions. References in the Terms to "paragraphs" and "sub-paragraphs" are to the paragraphs and sub- paragraphs of the Terms, unless the context requires otherwise.

2006.

11 Maturity Date: The Credit Event Cut-Off Date (as defined below) (the "Scheduled Maturity Date") or, if the Termination Date falls after the Scheduled Maturity Date, the fifth Relevant Business Day following the Termination Date (the "Extended Maturity Date"), subject to adjustment in accordance with the Business Day Convention.

If applicable, the Irish Stock Exchange and Noteholders will be notified, in respect of any such postponement of the Scheduled Maturity Date to the Extended Maturity Date.

"Credit Event Cut-Off Date" means 28 February 2013.

The term "Termination Date" is defined in the Default Swap Confirmation.

12 Interest:

Interest Rate Basis: Subject as provided below and in particular subject to paragraph 21(A) below, the Interest Amount payable on each Note in respect of each Interest Period shall be the amount (subject to a minimum of zero) determined by the Calculation Agent in its sole discretion to be such Note's pro rata share (rounded down to the nearest cent) of the sum of:

(1) the product of:

(i) the Notional Principal Amount of the Relevant

Notes as of the relevant Interest Accrual Date;

(ii) the Coupon Rate (as defined below) applicable

to such Interest Period; and

(iii) the Day Count Fraction;

provided that if the Maturity Date falls after the Scheduled Maturity Date, for the purpose of calculating the Interest Amount payable on each Note in respect of the Interest Payment Date falling on the Maturity Date, the Notional Principal Amount of the Relevant Notes shall be determined as of the Maturity Date; and

(2) the sum of the Undetermined Reference Entity Additional Interest Amounts and related Undetermined Reference Entity Accrued Interest Amounts (each as defined below) (if any) in respect of the relevant Interest Payment Date if it follows a date on which a Final Price has been determined in respect of all Undetermined Reference Entities under the Default Swap (each such Interest Payment Date an "Undetermined Reference Entity Additional Interest Payment Date").

"Notional Principal Amount" means, in relation to any Relevant Notes and in respect of any date, an amount calculated by the Calculation Agent equal to (A) the aggregate of the Outstanding Principal Amounts in respect of such Relevant Notes minus (B) an amount in EUR equal to the product of

(a) the Retained Proportion (as defined below) and (b) the aggregate of the Maximum Cash Settlement Amounts (as defined below) of , in respect of all the Reference Entities under the Reference Swap for which an Event Determination Date has occurred but no Cash Settlement Amount has been paid (or

delivery of Delivered Collateral in respect thereof has been made) under the Default Swap as of such date (each of such Reference Entities an "Undetermined Reference Entity").

"Maximum Cash Settlement Amount" means, in respect of each Credit Event relating to an Undetermined Reference Entity, the maximum possible Cash Settlement Amount that could be payable under the Default Swap as a result of such Credit Event, as determined by the Swap Calculation Agent in its sole discretion.

"Relevant Notes" means, in respect of any date for the payment of any Interest Amount or, as the case may be, for the purposes of any Principal Amount Reduction (including where any such date has been deferred pursuant to these Terms), those Notes which are outstanding as of such date but excluding any Exercised Notes (as defined in paragraph 19(8) below) in respect of which New Notes have been issued and "Relevant Note" shall be construed accordingly.

“Retained Proportion” shall mean, at any time, (a) the aggregate of the Outstanding Principal Amounts of the Relevant Notes divided by (b) the aggregate of the Outstanding Principal Amounts of all Notes.

Interest Commencement Date: The Interest Commencement Date is 28

February 2006.

Interest Accrual Dates: The Interest Accrual Dates in respect of the Notes are 28 February in each year commencing on 28 February 2007 and the final Interest Accrual Date will be the Scheduled Maturity Date, which dates shall not be subject to adjustment in accordance with any Business Day

Convention.

Interest Periods: The first Interest Period is from (and including) the Interest Commencement Date to (but excluding) the first Interest Accrual Date and thereafter, each successive Interest Period shall begin on (and include) an Interest Accrual Date and end on (but exclude) the next succeeding Interest Accrual Date.

Interest Payment Dates: Subject to paragraph 21(A) below, the interest accruing in respect of each Interest Period shall be paid on the second Relevant Business Day following the Interest Accrual Date on which such Interest Period ends, provided that in respect of the Interest Period ending on (but excluding) the Scheduled Maturity Date, the interest shall be paid on the Scheduled Maturity Date. If the Maturity Date falls after the Scheduled Maturity Date, the Scheduled Maturity Date shall not be an Interest Payment Date and the Maturity Date shall be the final Interest Payment Date (and there shall be no Interest Payment Date between the Interest Payment Date relating to the Interest Accrual Date falling in February 2012 and the Maturity Date).

Coupon Rate: The "Coupon Rate" will be 2.50 per cent. per annum in respect of the Interest Periods commencing on 27 February 2006 and 27 February 2007, respectively. The Coupon Rate in respect of any other Interest Periods shall be zero.

Day Count Fraction: Actual/Actual.

Calculation Agent: The Calculation Agent for the Notes will be the Swap Calculation Agent (as defined in paragraph 22).

All communications by Deutsche Bank AG, London Branch in its capacity as Calculation Agent will be made by

Deutsche Bank AG, London Branch Swaps Desk to Deutsche Bank AG, London Branch – Trust & Securities Services.

Undetermined Reference Entity Additional Interest Amounts:

All communications to Deutsche Bank AG, London Branch in its capacity as Calculation Agent should be made to Deutsche Bank AG, London Branch – Trust & Securities Services.

The Calculation Agent shall cause the Interest Rate for each Interest Period determined by it, together with the relevant Interest Payment Date, to be notified to the Issuer, each of the Paying Agents and the Irish Stock Exchange as soon as possible after their determination but in no event later than the commencement of the relevant Interest Period.

The "Undetermined Reference Entity Additional Interest Amount" in respect of each Undetermined Reference Entity Additional Interest Payment Date shall be calculated by the Calculation Agent in a commercially reasonable manner to reflect the additional amount (if any) which would have been paid on the Interest Payment Date in respect of each Interest Period during the Undetermined Reference Entity Adjustment Period during which there are one or more Undetermined Reference Entities (the Interest Accrual Date in respect of the first such Interest Payment Date being the "Relevant Undetermined Reference Entity Interest Accrual Date") and in respect of the Relevant Notes as at the Undetermined Reference Entity Additional Interest Payment Date had the Final Price in respect of each relevant Reference Entity been calculated on the Interest Accrual Date corresponding to such Interest Payment Date for each then Undetermined

Undetermined Reference Entity Accrued Interest Amount:

Reference Entity.

"Undetermined Reference Entity Adjustment Period" means the period from (and including) the Interest Payment Date immediately preceding the relevant Event Determination Date (or, if no such Interest Payment Date exists, the Issue Date) to (but excluding) the Interest Payment Date immediately preceding the payment of the relevant Cash Settlement Amount (or delivery of the relevant Delivered Collateral).

The "Undetermined Reference Entity Accrued Interest Amount" relating to any Undetermined Reference Entity Additional Interest Amount shall be an amount equal to the aggregate of all interest amounts calculated in respect of each day during the period from (and including) the Relevant Undetermined Reference Entity Interest Accrual Date to (but excluding) the relevant Undetermined Reference Entity Additional Interest Payment Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate;

(ii) the relevant Undetermined Reference Entity Additional Interest Amount; and

(iii) the Deferral Rate Day Count Fraction,

where:

"Interest Deferral Rate" means a rate equal to the overnight rate in EUR, determined by the Calculation Agent in a commercially reasonable manner.

"Deferral Rate Day Count Fraction" means Actual/Actual.

New Notes Undetermined Reference Entity In respect of (i) any Event Determination

Deferral Amount: Date relating to an Undetermined Reference Entity which occurs during the period from (and including) a New Notes Election Date to (and including) any subsequent Interest Accrual Date which falls prior to the related New Notes Issue Date (such Interest Accrual Date the "Relevant Interest Accrual Date" and such Event Determination Date the "Relevant Event Determination Date") and (ii) each issue of New Notes in respect of such New Notes Issue Date, an amount equal to the product of the relevant Released Proportion (as defined in paragraph 20(B) below) and the New Notes Withheld Interest Amount (the "New Notes Undetermined Reference Entity Deferral Amount" in relation to such New Notes) plus the related New Notes Undetermined Reference Entity Accrued Interest Amount shall be calculated by the Calculation Agent in a commercially reasonable manner (for the purposes of performing certain calculations in respect of additional interest pursuant to the relevant New Notes).

"New Notes Withheld Interest Amount" means, with respect to the Relevant Event Determination Date, an amount (subject to a minimum of zero) determined by the Calculation Agent in a commercially reasonable manner to be the product of:

(i) the relevant Maximum Cash Settlement Amount;

(ii) the Coupon Rate applicable to the Interest Period ending on (but excluding) the Relevant Interest Accrual Date; and

(iii) the Day Count Fraction,

and for the avoidance of doubt the

Interest Period applicable for such determination shall be that ending on (but excluding) the Interest Payment Date relating to the Relevant Interest Accrual Date.

"New Notes Undetermined Reference Entity Accrued Interest Amount" means, in relation to any New Notes Undetermined Reference Entity Deferral Amount, an amount equal to the aggregate of all daily interest amounts calculated in respect of each day during the period from (and including) the Relevant Undetermined Reference Entity Interest Accrual Date to (but excluding) the relevant New Notes Issue Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate;

(ii) the relevant New Notes Undetermined Reference Entity Deferral Amount; and

(iii) the Deferral Rate Day Count Fraction.

Basket Outperformance Amount: An additional interest amount may be

paid on the Maturity Date. The Basket Outperformance Amount (as defined in paragraph below) shall constitute such additional interest amount.

For such purposes,

“Basket Outperformance Amount” means, in respect of each Relevant Note, an amount in EUR equal to the product of:

the Outstanding Principal Amount of such Note on the Scheduled Maturity Date; and

(i) the product of 95 per cent. and the Basket Performance, minus (ii) 5 per cent., subject to a minimum of

zero.

“Basket Performance” means the sum of:

the product of 40 per cent. and the Equities Basket Performance;

the product of 40 per cent. and the Commodities Basket Performance; and

the product of 20 per cent. and the FX Basket Performance.

“Brent Crude Oil Final” means the arithmetic average of the settlement prices of the First Nearby Month Brent crude oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “CO1

<cmdty>” on each of the Valuation Dates.

“Brent Crude Oil Initial” means the settlement price of the First Nearby Month Brent crude oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “CO1

<cmdty>” on the Initial Reference Valuation Date.

“Commodities Basket Performance” means the sum of:

(a) the product of (i) 12.50 per cent. and

(ii) (x) WTI Crude Oil Final divided by WTI Crude Oil Initial minus (y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Brent Crude Oil Final divided by Brent Crude Oil Initial minus (y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Heating Oil Final divided by Heating Oil Initial minus (y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Gas Oil Final divided by Gas Oil

Initial minus (y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Zinc Final divided by Zinc Initial minus (y) 1; and

the product of (i) 37.50 per cent. and (ii)

(x) Copper Final divided by Copper Initial minus (y) 1.

“Copper Final” means the arithmetic average of COPPER-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on each of the Valuation Dates.

“Copper Initial” means COPPER-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on the Initial Reference Valuation Date.

“Equities Basket Performance” means the sum of:

The product of (i) 35.0 per cent. and (ii)

(x) Hang Seng Index Final divided by Hang Seng Index Initial minus (y) 1;

The product of (i) 5.0 per cent. and (ii) (x) HSCE Index Final divided by HSCE Index Initial minus (y) 1; and

The product of (i) 60.0 per cent. and (ii)

(x) Nikkei 225 SM Final divided by Nikkei 225 SM Initial minus (y) 1.

“FX Basket Performance” means the sum of:

(a) the product of (i) 16.66666667 per cent. and (ii) (x) TWD Final divided by TWD Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) KRW Final divided by KRW Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) THB Final divided by

THB Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) INR Final divided by INR Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) PHP Final divided by PHP Initial, minus (y) 1; and

the product of (i) 16.66666667 per cent. and (ii) (x) IDR Final divided by IDR Initial, minus (y) 1.

“Final Valuation Date” means 8 Business Days prior to the Scheduled Maturity Date.

“Gas Oil Final” means the arithmetic average of the settlement prices of the First Nearby Month Gas Oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “QS1 <cmdty>” on each of the Valuation Dates.

“Gas Oil Initial” means the settlement price of the First Nearby Month Gas Oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “QS1 <cmdty>” on the Initial Reference Valuation Date.

“Hang Seng Index Final” means the arithmetic average of the Official Closing Prices of the Hong Kong Stock Exchange Hang Seng Index displayed on Bloomberg ticker “HSI <Index>”on each of the Valuation Dates.

“Hang Seng Index Initial” means the Official Closing Price of the Hong Kong Stock Exchange Hang Seng Index displayed on Bloomberg ticker “HSI

<Index>”on the Initial Reference Valuation Date.

“Heating Oil Final” means the arithmetic average of the settlement prices of the

First Nearby Month Heating Oil futures contract on the New York Mercantile Exchange displayed on Bloomberg ticker “HO1 <cmdty>” on each of the Valuation Dates.

“Heating Oil Initial” means the settlement price of the First Nearby Month Heating Oil futures contract on the New York Mercantile Exchange displayed on Bloomberg ticker “HO1

<cmdty>” on the Initial Reference Valuation Date.

“HSCE Index Final” means the arithmetic average of the Official Closing Prices of the Hong Kong Stock Exchange Hang Seng China Enterprises Index (HSCE Index) displayed on Bloomberg ticker “HSCEI <Index>” on each of the Valuation Dates.

“HSCE Index Initial” means the Official Closing Price of the Hong Kong Stock Exchange Hang Seng China Enterprises Index (HSCE Index) displayed on Bloomberg ticker “HSCEI <Index>” on the Initial Reference Valuation Date.

“IDR” means Indonesian rupiah.

“IDR Final” means the number of USD per IDR 1 that is equal to (a) 1 divided by

(b) the arithmetic average of the official fixings of USD/IDR, defined as the number of IDR per USD 1, displayed on Reuters page “ABSIRFIX01“ (at 11.00

a.m. and published at 11.30 a.m. to

11.45 a.m. Singapore time) on each of the Valuation Dates.

“IDR Initial” means a number expressed in USD per IDR 1 that is equal to (a) 1 divided by (b) the official fixing of USD/IDR, defined as the number of IDR per USD 1, displayed on Reuters page “ABSIRFIX01“ (at 11.00 a.m. and

published at 11.30 a.m. to 11.45 a.m. Singapore time) on the Initial Reference Valuation Date.

“Initial Reference Valuation Date” means 28 February 2006.

“INR” means Indian rupees.

“INR Final” means the number of USD per INR 1 that is equal to (a) 1 divided by

(b) the arithmetic average of the official fixings of USD/INR, defined as the number of INR per USD 1, displayed on Reuters page “RBIB” at 3.30 p.m. (Singapore time) on each of the Valuation Dates.

“INR Initial” means a number expressed in USD per INR 1 that is equal to (a) 1 divided by (b) the official fixing of USD/INR, defined as the number of INR per USD 1, displayed on Reuters page “RBIB” at 3.30 p.m. (Singapore time) on the Initial Reference Valuation Date.

“KRW” means Korean won.

“KRW Final” means the number of USD per KRW 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/KRW, defined as the number of KRW per USD 1, displayed on Reuters page KFTC01 at

2.00 p.m. (Singapore time) across the word “MATCHED” on each of the Valuation Dates.

“KRW Initial” means a number expressed in USD per KRW 1 that is equal to (a) 1 divided by (b) the official fixing of USD/KRW, defined as the number of KRW per USD 1, displayed on Reuters page KFTC01 at 2.00 p.m. (Singapore time) across the word “MATCHED” on the Initial Reference Valuation Date.

“Nikkei 225 Index Final” means the arithmetic average of the Official Closing Prices of the Nikkei 225 SM Index displayed on Bloomberg ticker “NKY

<Index>” on each of the Valuation Dates.

“Nikkei 225 SM Index Initial” means the Official Closing Price of the Nikkei 225 SM Index displayed on Bloomberg ticker “NKY <Index>” on the Initial Reference Valuation Date.

“PHP” means Philippino peso.

“PHP Final” means the number of USD per PHP 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/PHP, defined as the number of PHP per USD 1, displayed on Reuters page “PHPESO“ at 11:30

a.m. (Singapore time) on each of the Valuation Dates.

“PHP Initial” means a number expressed in USD per PHP 1 that is equal to (a) 1 divided by (b) the official fixing of USD/PHP, defined as the number of PHP per USD 1, displayed on Reuters page “PHPESO“ at 11:30 a.m. (Singapore time) on the Initial Reference Valuation Date.

“THB” means Thai baht.

“THB Final” means the number of USD per THB 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/THB, defined as the number of THB per USD 1, displayed on Reuters page “ABSIRFIX01“ at 11.30

a.m. (Singapore time) on each of the Valuation Dates.

“THB Initial” means a number expressed in USD per THB 1 that is equal to (a) 1 divided by (b) the official fixing of USD/THB, defined as the number of THB per USD 1, displayed on

Reuters page “ABSIRFIX01“ at 11.30

a.m. (Singapore time) on the Initial Reference Valuation Date.

“TWD” means Taiwanese dollar.

“TWD Final” means a number expressed in USD per TWD 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/TWD, defined as the number of TWD per USD 1, displayed on Reuters page “TAIFX1“ at 11:00 a.m. (Taipei time) on each of the Valuation Dates.

“TWD Initial” means a number expressed in USD per TWD 1 that is equal to (a) 1 divided by (b) the official fixing of USD/TWD, defined as the number of TWD per USD 1, displayed on Reuters page “TAIFX1” at 11:00 a.m. (Taipei time) on the Initial Reference Valuation Date.

“Valuation Dates” means 28 February 2009, 28 May 2009, 28 August 2009, 28

November 2009, 28 February 2010, 28

February 2011, 28 February 2012 and the Final Valuation Date.

“WTI Crude Oil Final” means the arithmetic average of the settlement prices of the First Nearby Month WTI Light Sweet crude oil futures contract on the New York Mercantile Exchange displayed on Bloomberg ticker “CL1

<cmdty>” on each of the Valuation Dates.

“WTI Crude Oil Initial” means the settlement price of the First Nearby Month WTI Light Sweet crude oil futures contract on the New York Mercantile Exchange displayed on Bloomberg ticker “CL1 <cmdty>” on the Initial Reference Valuation Date.

“Zinc Final” means the arithmetic

average of ZINC-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on each of the Valuation Dates.

“Zinc Initial” means ZINC-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on the Initial Reference Valuation Date.

“2005 Definitions” means the 2005 ISDA Commodity Definitions published by the International Swaps and Derivatives Association, Inc.

Interest on Extended Maturity Date: If the Maturity Date falls after the

Scheduled Maturity Date an additional Interest Amount shall be payable on the Maturity Date and calculated as an amount equal to the aggregate of all daily interest amounts in respect of each day during the period from (and including) the Scheduled Maturity Date to (but excluding) the Maturity Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate;

(ii) the sum of the Notional Principal Amount of the Relevant Notes on he Maturity Date and the Interest Amount relating to the final Interest Period; and

(iii) the Deferral Rate Day Count Fraction.

13 Redemption at Maturity: (A) Unless previously redeemed or

purchased as specified herein or in the Conditions, the Redemption Amount on the Maturity Date for each Note shall be, subject to this paragraph 13 and paragraph 25 below, an amount in EUR (as determined

by the Calculation Agent in its sole discretion) equal to (a) the Outstanding Principal Amount of such Note on the Maturity Date plus (b) an interest amount equal to the Basket Outperformance Amount (as defined in paragraph

12) in respect of such Note on the Maturity Date. For the avoidance of doubt, this interest amount is the same as that described under “Basket Outperformance Amount” in paragraph 12 above.

Principal Amount Reduction: (B) On any date, the "Outstanding

Principal Amount" of each Note shall be EUR 1,000,000 less the sum of all Principal Amount Reductions effective on such date (if any), each calculated in accordance with this sub- paragraph 13(B) and subject to a minimum of zero.

On each Cash Settlement Date (as defined in the Default Swap Confirmation) in respect of a Credit Event under the Reference Swap, the Outstanding Principal Amount of each Relevant Note shall be reduced by an amount (a "Principal Amount Reduction") determined by the Swap Calculation Agent, in respect of any Cash Settlement Date, as being an amount in EUR equal to the nominal amount of the Delivered Collateral delivered on such Cash Settlement Date, divided by the number of Relevant Notes on such Cash Settlement Date.

"Delivered Collateral" means the Collateral delivered by the Issuer

to the Swap Counterparty under the Default Swap as described in paragraph 22(B)(ii) below relating to such Credit Event.

Purchases: (C) Condition 8.5 (Purchases) (as amended by paragraph 31 below) will apply to the Notes.

Noteholders' Conditional Put Option: (D) Condition 8.8(B) will apply to the

Notes (as amended by this sub- paragraph 13(D)), provided that the Noteholders shall not require the consent of the Swap Counterparty in order to exercise the option set out in Condition 8.8(B) (as amended by this sub- paragraph 13(D)) and that the Noteholders may only exercise their option to require the Issuer to redeem the Notes in whole (but not in part), at any time, pursuant to an Extraordinary Resolution of Noteholders holding or representing a majority in principal amount of the Notes for the time being outstanding, passed in accordance with Condition 13, if the Swap Counterparty has failed within a period of 30 calendar days of the relevant event to take such action as is provided under the terms of the Swap Agreement following a Swap Rating Downgrade (as defined in sub-paragraph 22(C)). Accordingly, the Issuer shall, within thirty Relevant Business Days from the date of such Extraordinary Resolution, by giving not less than five Relevant Business Days' irrevocable notice (in accordance with Condition 16 (as amended by paragraph 31)) (a "Redemption Notice") to the

Noteholders, the Trustee, the Agent and the Custodian (but so that any requirement under Clause 4.1(G) of the General Trust Terms for Structured Investments arranged by Deutsche Bank AG

London/Deutsche Bank Aktiengesellschaft; Standard & Poor's/Moody's Rated Issuer, August 2000 Edition or otherwise to have a Redemption Notice delivered to or approved by the Trustee before the giving thereof will not apply), redeem each Note at its pro rata share of the Notional Principal Amount together with interest accrued on such amount to the date fixed in the Redemption Notice (such date, the "Rating Downgrade Redemption Date" and such amount, the "Rating Downgrade Redemption Amount"). For such purpose, the Notional Principal Amount at the Rating Downgrade Redemption Date shall be calculated on the basis of Maximum Cash Settlement Amounts determined by reference to a Final Price for any Undetermined Reference Entities of 35 per cent. In addition to the Rating Downgrade Redemption Amount, the Issuer shall pay each Noteholder an additional interest amount equal to an amount, as determined by the Calculation Agent in a commercially reasonable manner, equal to the then present value of the Basket Outperformance Amount that would have been payable on the Scheduled Maturity Date had

there been no Rating Downgrade Redemption, and assuming that the aggregate of the Outstanding Principal Amounts of the Notes on the Scheduled Maturity Date would be the same as at the Rating Downgrade Redemption Date.

No other Optional Redemption: (E) Conditions 8.4, 8.6, 8.7 and 8.11

will not apply to the Notes.

Early Redemption: (F) The Notes shall be redeemed if, at any time, the aggregate of the Outstanding Principal Amounts thereof is reduced to zero. In such event, no payments will be due by the Issuer to the Noteholders in respect of principal or interest under the Notes and the date of such redemption shall be the relevant Cash Settlement Date on which the Principal Amount Reduction is determined resulting in the aggregate of the Outstanding Principal Amounts of all the Notes being reduced to zero.

Accelerated Redemption: (G) If, in accordance with the terms of the Default Swap, (i) an Event Notice is delivered by the Swap Counterparty to the Issuer and a further notice is given by the Swap Counterparty (which may constitute part of the same notice as the Event Notice) to the Issuer designating an Accelerated Termination Date or (ii) a date is deemed to be the Accelerated Termination Date under paragraph 5.1.1(ii) of the Default Swap Confirmation then, the Notes shall be redeemed (in

whole) in the case of (i) above on the fifth Relevant Business Day following the Accelerated Termination Date or, in the case of (ii) above, on the Termination Date (each such date the "Accelerated Redemption Date") and the security constituted or created pursuant to the Trust Instrument shall become enforceable (if the same shall not already have become enforceable in accordance with the Conditions). For the purposes of redemption pursuant to this sub- paragraph 13(G), the Redemption Amount for each Note shall be its pro rata share of:

(i) the proceeds of enforcement of the security constituted by the Trust Instrument over the Collateral (which, for the avoidance of doubt, shall be without deduction of any costs and expenses in relation to such

enforcement) (the "Enforcement Proceeds"); less

(ii) the Additional Termination Unwind Costs (as defined in Schedule 1 hereto).

Payment in accordance with the foregoing provisions shall constitute full and final satisfaction of all of the Issuer’s obligations to make any payment of principal in respect of the principal amount of the Notes so to be redeemed and of any interest accruing in respect of

such principal amount at any time after the first day of the Interest Period during which the Notes become subject to such early redemption and the aggregate of the Outstanding Principal Amounts of the Notes shall be deemed to be reduced to zero accordingly.

In the event of such redemption and the security constituted by the Trust Instrument becoming enforceable, the Trustee may take such action as is provided in Condition 4.7(A) (as amended by Schedule 2 hereto) and shall do so if so requested or directed in accordance with the provisions of such Condition (subject in each case to its being indemnified in accordance with such Condition and provided that the Trustee shall not be required to do anything which is contrary to applicable law).

(H) In calculating any amount payable on redemption of any Note (in whole or in part), all amounts shall be rounded down to the nearest Euro cent.

14 Unmatured Coupons to become void upon early redemption:

15 Talons to be attached to Notes and, if applicable, the number of Interest Payment Dates between the maturity for each Talon (Bearer Notes):

16 Relevant Business Day and Business Day Jurisdictions for Condition 9.8 (jurisdictions required to be open for payment):

Yes. No.

London, New York and TARGET Settlement Days.

Principal Paying Agent: Payments due in respect of the Notes may be made by the Principal Paying

Agent.

Deutsche Bank AG, London Branch or any other person subsequently appointed as Agent pursuant to the Agency Agreement, subject to Rating Agency Confirmation and the Trustee on behalf of the Noteholders, provided that if on any date on which there are Notes outstanding the short term credit rating of the Agent falls below “A-1+” by S&P (such event an “Agent Ratings Downgrade”) then no later than 30 calendar days after the occurrence of such Agent Ratings Downgrade the Agent shall novate, at the expense of the Issuer, all (and not some only) of its obligations to the Issuer under the Agency Agreement to any other entity with short term credit rating not lower than “A-1+” by S&P.

“Rating Agency Confirmation” means, with respect to any specified action, determination or appointment, receipt by the Issuer and the Trustee of written confirmation (which form shall include by electronic message) by S&P that such specified action, determination or appointment will not result in the reduction or withdrawal of the rating currently assigned to the Notes by S&P.

Business Day Convention: Following

17 (a) Notes to be represented on issue

by:

Temporary Global Note held by Common Depositary for Euroclear and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").

(b) Applicable exemption: TEFRA D Rules.

(c) Temporary Global Note exchangeable for Permanent Global/ Definitive Bearer/ Registered Notes:

Yes – exchangeable for interests in Permanent Global Note held by Common Depositary for Euroclear and Clearstream, Luxembourg on or after 40 days from Issue Date (or such later date

as may be determined to be the Exchange Date in accordance with the terms of the Temporary Global Note) upon certification as to non U.S. beneficial ownership.

18 Security: Collateral charged to Trustee.

19 Collateral: (1) In these Terms and Conditions:

"Collateral" means EUR 15,000,000 aggregate nominal amount of Fixed Rate Bonds issued by Deutsche Genossen- HypoBK, due January 2013, ISIN: DE0007483141 and/or cash held in the Deposit Account and/or Substitute Collateral in accordance with the provisions below and in each case as such may be reduced from time to time in accordance with these Terms.

See Annex 2 – “Information concerning the Collateral”.

(2) Condition 4.5(A) (Replacement of Collateral) will apply to the Notes.

(3) Condition 4.5(B) (Substitution of Collateral) will apply to the Notes, provided that (i) Eligible Securities shall comprise any securities rated AAA by S&P. Any Substitute Collateral shall have a scheduled maturity date falling on or prior to the Scheduled Maturity Date and any Substitution shall be subject to written confirmation from S&P (as defined in paragraph 26 below) that its rating of the Notes will not be adversely affected by such Substitution; and (ii) the Custodian shall maintain the Deposit Account with Deutsche Bank AG, London Branch (the "Deposit Bank") on the terms

that the amount standing to the credit of the Deposit Account shall earn the rates of interest prevailing from time to time for time-deposits with such terms as shall be selected by the Custodian in its absolute discretion.

The Trust Instrument provides that the Trustee will be deemed to release the security over the securities and cash from time to time constituting the Collateral (or the relevant part thereof, including any amounts held by the Custodian in the Deposit Account) to the extent required, inter alia,

(i) to make payments by the Issuer to Noteholders or Couponholders in respect of principal or interest in accordance with the Terms and Conditions of the Notes and/or to the Swap Counterparty in accordance with the terms of the Swap Agreement and (ii) to facilitate the provision of collateral for any New Notes as contemplated in sub-paragraph 20(B)(ii) below.

(4) The Trust Instrument provides that the Trustee will be deemed to release from the security created by the Trust Instrument the Collateral (or, as the case may be, a proportion of the Collateral)

(i) if any Notes are to be purchased by the Issuer pursuant to Condition 8.5 (as amended in paragraph 31 below) to enable the Collateral (or the relevant part thereof) to be sold or transferred in accordance with Condition 8.5 (as amended); (ii) to the extent

(5)

that the Delivered Collateral is to be delivered to the Swap Counterparty in accordance with sub-paragraph 13(B) following a Credit Event under the Reference Swap; or (iii) to the extent that the Notes are to be redeemed in accordance with sub-paragraph 13(D). The security created by the Trust Instrument will also be deemed to be released as specified in sub-paragraph 20(B) below.

If applicable, a prospectus supplement will be filed with the Irish Stock Exchange, in respect of any such substitution of Collateral.

(5) The Trustee shall apply all moneys received by it under the Trust Instrument in connection with the realisation or enforcement of the security constituted by or pursuant to the Trust Instrument on the basis of Counterparty Priority, provided that, (i) if the realisation or enforcement of the security constituted by or pursuant to the Trust Instrument has arisen as a result of any Event of Default (as defined in the Swap Agreement) relating to the Swap Counterparty or Termination Event following a Tax Event Upon Merger (as defined in the Swap Agreement) relating to the Swap Counterparty, then the Trustee shall apply all moneys received by it under the provisions of the Trust Instrument on the basis of Noteholder Priority which, subject to (ii) below, shall be deemed to apply (for all purposes) instead of Counterparty

Priority and (ii) following application of all moneys received under the Trust Instrument in relation to the Collateral, each Initial Deposit Account (if any) and sums standing to the credit thereof (as referred to in paragraph 19(8) below) shall be applied in payment (in the following order of priority) of amounts payable to the Trustee (for its own benefit), to the Swap Counterparty under the Swap Agreement and to the Exercising Noteholder (as defined below) in respect of which the Initial Deposit Account has been opened (rather than in payment of amounts to all Noteholders in respect of all the Notes). Condition 4.4(A) shall be construed accordingly.

(6) Condition 4.6 (Purchase of Collateral maturing after the Maturity Date) will not apply to the Notes.

(7) The Selling Agent is Deutsche Bank AG, London Branch.

Initial Deposit Account: (8) Provided that at such time:

(i) no Trigger Event has previously occurred; and

(ii) no Principal Amount Reduction has been previously determined; and

(iii) no Potential Principal Amount Reduction (as defined below) has previously occurred or has been determined as of such time,

then, on any Relevant Business

Day at any time during any period commencing on (and including) a Potential Exercise Date (as defined below) up to (and including) the date which is two Relevant Business Days following such Potential Exercise Date (each such period an "Initial Deposit Amount Payment Period"), any Noteholder (an "Exercising Noteholder") may give notice (an "Initial Deposit Amount Notice" in respect of such Exercising Noteholder) to the Issuer (with a copy to the Trustee and the Swap Counterparty) in the form set out in Part A of Schedule 3 hereto that it wishes to pay into the Initial Deposit Account the Initial Deposit Amount specified in such Initial Deposit Amount Notice and relating to all the Notes held by such Exercising Noteholder (the "Exercised Notes" with respect to such Exercising Noteholder) on the Initial Deposit Amount Payment Date specified therein. Any Initial Deposit Amount Notice shall be effective when delivered to the Issuer in accordance with Condition 16 (as amended by paragraph 31).

A "Potential Principal Amount Reduction" shall occur on any day if on such day (i) there are one or more Undetermined Reference Entities and (ii) if Reference Swap Payments had been determined in respect of each such Undetermined Reference Entity on such day on the basis that the Final Price of

each related Reference Obligation (each as defined in the Reference Swap) is zero then a Cash Settlement Amount would have been due pursuant to the Default Swap.

"Potential Exercise Date" means any Relevant Business Day during the period from (and including) the Issue Date to (but excluding) the date falling 10 Relevant Business Days prior to the Scheduled Maturity Date on which the Average Portfolio Spread is greater than or equal to an amount equal to (a) the Spread Trigger minus (b) 0.50 per cent.

No Initial Deposit Amount Notice may be withdrawn after receipt thereof by the Issuer and after delivery of an Initial Deposit Amount Notice, no Exercising Noteholder may transfer any Exercised Notes. Failure properly to complete and deliver an Initial Deposit Amount Notice and/or to provide evidence of ownership of the Exercised Notes required by the Swap Calculation Agent will result in such notice being treated as null and void. Any determination as to whether (i) such notice has been properly completed and is valid, (ii) the relevant Exercising Noteholder has duly given notice and/or (iii) the Initial Deposit Amount in respect of the relevant Exercising Noteholder has been duly paid, in each case in accordance with these Terms, shall be made by the Swap Counterparty in its sole

discretion and shall be conclusive and binding on the Issuer, the Trustee and the relevant Exercising Noteholder.

Following effective delivery of a valid Initial Deposit Amount Notice, the Exercising Noteholder must pay the specified Initial Deposit Amount into the Initial Deposit Account on the specified Initial Deposit Amount Payment Date.

Following the payment of an Initial Deposit Amount by an Exercising Noteholder, such Exercising Noteholder may make further payments to the relevant Initial Deposit Account (as defined below) (each such further payment a "Further Deposit Amount") provided that any such further payment shall be in a minimum amount of EUR 1,000,000 and an integral multiple of EUR 1,000,000 and be made on the Further Deposit Amount Payment Date. The payment of any Further Deposit Amount shall be notified by notice (a "Further Deposit Amount Notice") to the Issuer in the form set out in Part B of Schedule 3 hereto. Any Further Deposit Amount Notice shall be effective when effectively delivered to the Issuer in accordance with Condition 16 (as amended by paragraph 31).

No Further Deposit Amount Notice may be withdrawn after receipt thereof by the Issuer. Failure properly to complete and deliver a Further Deposit Amount

Notice will result in such notice being treated as null and void. Any determination as to whether

(i) such notice has been properly completed and is valid, (ii) the relevant Exercising Noteholder has duly given notice and/or (iii) the Further Deposit Amount in respect of the relevant Exercising Noteholder has been duly paid, in each case in accordance with these terms, shall be made by the Swap Counterparty in its sole discretion and shall be binding on the Issuer, the Trustee and the relevant Exercising Noteholder.

Following effective delivery of a valid Further Amount Notice, the Exercising Noteholder must pay the specified Further Deposit Amount into the Initial Deposit Account.

Upon receipt of the relevant Initial Deposit Amount or relevant Further Deposit Amount by the Deposit Bank:

(i) an amount in EUR equal to the relevant Initial Deposit Amount or relevant Further Deposit Amount will be credited by the Deposit Bank to an Initial Deposit Account established in respect of the relevant Exercised Notes; and

(ii) such Initial Deposit Amount and any such Further Deposit Amount shall form part of the Mortgaged Property and shall be subject to the charge or other security

interest created by or pursuant to the Trust Instrument, but subject as provided in paragraph 19(5)(ii) above, the Issuer shall have no obligations to the Noteholders in respect of any Initial Deposit Amount and any Further Deposit Amount, save as provided herein.

The Trust Instrument provides that the Trustee will be deemed to release the security over any amounts held by the Custodian in any Initial Deposit Account to the extent required, inter alia, (i) to apply such amounts in crediting the relevant Exercising Noteholders’ Additional Reserve Account (as defined in the terms of the New Notes as set out in Schedule 4 hereto) in accordance with sub-paragraph 20(B) below and (ii) upon redemption or maturity of the Notes, to make payments to the Trustee, the Swap Counterparty or relevant Noteholders in accordance with the Terms and Conditions of the Notes.

"Further Deposit Amount Payment Date" means the date specified as such in the relevant Further Deposit Amount Notice, which date shall be (i) on or after the relevant New Notes Election Date (as defined in paragraph 20(A) below); (ii) prior to the relevant New Notes Issue Date and (iii) no earlier than the date such notice is effective.

"Initial Deposit Amount" means an amount in EUR specified as such in the relevant Initial Deposit Amount Notice which amount must be (i) equal to or greater than the Minimum Deposit Amount with respect to the relevant Exercising Noteholder and (ii) an integral multiple of EUR 1,000,000.

"Initial Deposit Amount Payment Date" means the date specified as such in the relevant Initial Deposit Amount Notice, which date shall be (i) no earlier than the date such notice is effective and (ii) no later than the Relevant Business Day immediately following the date such notice is effective.

"Initial Deposit Account" means, with respect to an Exercising Noteholder, a separate interest bearing EUR account in the name of the Custodian opened by the Custodian on behalf of the Issuer with the Deposit Bank and referenced to the relevant Exercising Noteholder, on terms that interest shall accrue daily on the Initial Deposit Account Balance at a rate equal to an overnight rate for deposits in EUR, determined by the Calculation Agent in a commercially reasonable manner on a daily basis, into which any Initial Deposit Amount and any Further Deposit Amounts shall be deposited. Such daily interest shall be added to the Initial Deposit Account Balance at the close of business (London time)

on each date.

"Initial Deposit Account Balance" means, in respect of an Initial Deposit Account, at any time on any date, an amount in EUR equal to the aggregate of the relevant Initial Deposit Amount and all Further Deposit Amounts in respect of such Initial Deposit Account that have been credited to such Initial Deposit Account, together with any accrued interest thereon.

For the avoidance of doubt, any determination made pursuant to these Terms in respect of the Initial Deposit Account Balance shall be made by reference to the actual amount standing to the credit of the Initial Deposit Account at the time of such determination and the effective delivery of either an Initial Deposit Amount Notice and/or a Further Deposit Amount Notice will not in itself cause any amount to be credited to the Initial Deposit Account.

"Minimum Deposit Amount" means, at any time with respect to an Exercising Noteholder, an amount in EUR equal to the greater of (a) EUR 1,000,000 and

(b) five per cent. of such Noteholder’s pro rata share of the Outstanding Principal Amounts of the Notes on the date of effective delivery of the Exercise Notice.

20 Issuance of New Notes: (A) Subject to the provisos set out in sub-paragraphs (C), (D) and (E) below, within ten Relevant Business Days of the date of receipt of an Initial Deposit

Amount by the Deposit Bank from an Exercising Noteholder in accordance with sub-paragraph 19(8) above (such date, the "New Notes Election Date" in respect of such Exercising Noteholder) the Issuer will issue new notes of a different series (the "New Notes" in respect of such Exercising Noteholder) to such Exercising Noteholder as follows:

(i) provided that the New Notes have been validly issued on the New Notes Issue Date, immediately following such issue each of the Exercised Notes (as defined in sub-paragraph 19(8) above) held by the relevant Exercising Noteholder shall be redeemed at a redemption amount equal to the Outstanding Principal Amount of each such Exercised Note as at the New Notes Election Date (and, for the avoidance of doubt, each of the Exercised Notes shall then cease to be a Note for the purposes of these Terms) and the aggregate of such redemption amounts shall be automatically applied in purchasing, on behalf of the relevant Exercising Noteholder an equivalent number of New Notes, each having the same denomination as each such Exercised Note and with an Outstanding Principal Amount on issue equal to the Outstanding Principal Amount of each such Exercised Note as at the New Notes Election Date;

(ii) the Issuer will use its reasonable efforts to procure that the New Notes will, on the New Notes Issue Date, have the same

listing and rating as the Exercised Notes immediately prior to their redemption pursuant to sub-paragraph (i) above;

(iii) the Issuer will use its reasonable efforts to procure that the New Notes will have been accepted for clearing on the New Notes Issue Date through the same clearing systems as the Exercised Notes immediately prior to their redemption pursuant to sub-paragraph (i) above; and

(iv) the New Notes shall have the terms set out in Schedule 4 hereto amended as necessary to reflect any amendment to these Terms prior to the New Notes Issue Date.

The date of such redemption and issue shall be the "New Notes Issue Date" in respect of such New Notes, the Exercised Notes and the Exercising Noteholder and the period from (and including) the New Notes Election Date to (and including) the New Notes Issue Date shall be the "Potential Issue Period" with respect to such New Notes, the Exercised Notes and the Exercising Noteholder.

(B) On a New Notes Issue Date and in respect of each issue of New Notes, the Exercised Notes and the Exercising Noteholder relating thereto:

(i) contemporaneously with the issue of the New Notes and the redemption of the Exercised Notes, the Trustee will be deemed to release from the security created by the Trust Instrument the Initial Deposit Account Balance in respect of such Exercising Noteholder,

which shall be credited to the Additional Reserve Account (as defined in the terms of such New Notes as set out in Schedule 4 hereto) relating to such New Notes;

(ii) contemporaneously with the issue of the New Notes and the redemption of the Exercised Notes, the Trustee will be deemed to release from the security created by the Trust Instrument a proportion of the Collateral for the Notes equal to the proportion that the aggregate of the Outstanding Principal Amounts of such Exercised Notes bears to the aggregate of the Outstanding Principal Amounts of all the Notes immediately prior to the New Notes Issue Date (the "Released Proportion" in respect of such New Notes, Exercised Notes and Exercising Noteholder) and such Collateral shall constitute the collateral for such New Notes and accordingly shall, from the New Notes Issue Date, no longer constitute Collateral for the Notes; and

(iii) a portion equal to the Released Proportion of each of the Asset Swap and the Default Swap shall be deemed to terminate and the notional amount thereof shall be reduced accordingly but no termination payment shall be made by either party thereto in respect of such termination.

(C) The Issuer’s obligation to issue New Notes will terminate if a Mandatory Redemption Date occurs during a Potential Issue Period. In such

circumstances, the Notes will be redeemed in accordance with paragraph

25 below and the Issuer shall, on the relevant Mandatory Redemption Date, pay to each relevant Exercising Noteholder in respect of the relevant Exercised Notes an amount equal to the balance standing to the credit of the relevant Initial Deposit Account in addition to any other redemption amount payable in respect of the Exercised Notes (but subject always to the security created pursuant to the Trust Instrument).

(D) The Issuer’s obligation to issue New Notes will terminate if a Rating Downgrade Redemption Date occurs during a Potential Issue Period. In such circumstances, the Notes will be redeemed in accordance with paragraph 13(D) above and the Issuer shall, on the relevant Rating Downgrade Redemption Date, pay to each relevant Exercising Noteholder in respect of the relevant Exercised Notes an amount equal to the balance standing to the credit of the relevant Initial Deposit Account in addition to any other redemption amount payable in respect of the Exercised Notes (but subject always to the security created pursuant to the Trust Instrument).

(E) The Issuer’s obligation to issue New Notes will terminate if the Notes become due and repayable during a Potential Issue Period by reason of an Event of Default. In such circumstances, the Notes will be redeemed in accordance with their terms and the Issuer shall, on the relevant date for redemption, pay to each relevant Exercising Noteholder in respect of the relevant Exercised Notes an amount equal to the balance standing

21 Deferral or Cancellation of payments prior to New Notes Issue Date:

to the credit of the relevant Initial Deposit Account in addition to any other redemption amount payable in respect of the Exercised Notes (but subject always to the security created pursuant to the Trust Instrument).

(F) The Issuer’s obligation to issue New Notes will terminate if no confirmation is received by the Issuer and the Swap Counterparty from S&P prior to the date that would, but for the provisions of this sub-paragraph 20(F), have been the New Notes Issue Date (the "Abandoned New Notes Issue Date"), that the rating of the Notes will not be adversely affected by the issuance of the relevant New Notes. In such circumstances, the Issuer shall, as soon as practicable following the Abandoned New Notes Issue Date, pay to each relevant Exercising Noteholder in respect of the relevant Exercised Notes an amount equal to the balance standing to the credit of the relevant Initial Deposit Account (but subject always to the security created pursuant to the Trust Instrument).

(A) If (a) an Interest Payment Date (the "Deferred Interest Payment Date") is an Unissued New Notes Date and (b) a Potential Accelerated Redemption Date has occurred during the period from (and including) the relevant New Notes Election Date to (and including) the Interest Accrual Date immediately preceding such Deferred Interest Payment Date, then the Interest Amount payable in respect of the relevant Interest Period shall be zero and the Accelerated Redemption Date shall occur on the date specified in paragraph 21(B) below in respect of the Relevant Notes.

“Unissued New Notes Date” means any date which falls within a Potential Issue Period and on which no related New Notes have as at such date been issued to the relevant Exercising Noteholder.

In such circumstances, an amount equal to the product of the relevant Released Proportion (as defined in paragraph 20(B)(ii) above) and the amount (if any) which would have been paid on the Deferred Interest Payment Date had such Potential Accelerated Redemption Date not so occurred (the "New Notes Accelerated Redemption Deferral Amount" relating to such New Notes) plus the related New Notes Accelerated Redemption Accrued Interest Amount shall be calculated by the Calculation Agent in its sole discretion (for the purposes of performing certain calculations in respect of additional interest pursuant to the relevant New Notes).

"New Notes Accelerated Redemption Accrued Interest Amount" means, in relation to any New Notes Accelerated Redemption Deferral Amount, an amount equal to the aggregate of all interest amounts calculated in respect of each day during the period from (and including) the Potential Accelerated Redemption Date to (but excluding) the relevant New Notes Issue Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate;

(iii) the relevant New Notes Accelerated Redemption Deferral Interest Amount; and

(iv) the Deferral Rate Day

Count Fraction.

Deferral of Accelerated Redemption Date: (B) If any date upon which an

Accelerated Redemption Date would otherwise fall (the "Potential Accelerated Redemption Date") is an Unissued New Notes Date, then such Accelerated Redemption Date shall be postponed to the fifth Relevant Business Day following the Potential Accelerated Redemption Date that is not an Unissued New Notes Date, provided that the provisions of paragraph 20 above shall nonetheless apply during such period of postponement.

22 Swap Agreement: The Asset Swap and the Default Swap together constitute the "Swap

Agreement".

The foregoing summary is qualified in its entirety by the terms of the Swap Agreement.. See also "Further information concerning the Swap Agreement below.

A copy of the Default Swap Confirmation forms Annex 3 hereto.

Asset Swap: (A) Under an ISDA Master Agreement which the Issuer and the Swap Counterparty have entered into by executing the Trust Instrument (the "ISDA Master Agreement"), as supplemented by a confirmation thereto with an effective date of the Issue Date (the "Asset Swap Confirmation") (the ISDA Master Agreement as so supplemented by the Asset Swap Confirmation, the "Asset Swap"):

(i) the Issuer will on the Issue Date pay to the Swap Counterparty the amount of EUR 15,000,000 and the Swap Counterparty will deliver the Collateral to the Custodian for the

account of the Issuer;

(ii) the Swap Counterparty will pay to the Issuer sums equal to the interest amounts determined in accordance with sub-paragraph 12 above and the Issuer will pay to the Swap Counterparty sums equal to each amount of interest payable in respect of the Collateral (if any), plus sums equal to the Fixed Amounts, Minimum Fixed Amounts and Fixed Amount Adjustment Payments (each as defined in the Default Swap Confirmation) paid by the Swap Counterparty to the Issuer under the Default Swap;

(iii) upon delivery of Delivered Collateral under the Default Swap (as described in paragraph 22(B)(ii) below) a Notional Affected Portion of the Asset Swap will notionally terminate for the purpose of determining the Credit Event Unwind Costs (as defined in Schedule 1 hereto) under the Default Swap;

(iv) "Notional Affected Portion" means, the portion which is equal to the proportion which the nominal amount of the Delivered Collateral bears to the aggregate nominal amount of the Collateral immediately prior to the delivery of such Delivered Collateral.

(v) The determination of the Notional Affected Portion may be an iterative process which will be carried out by the Calculation Agent in its sole and absolute discretion;

(vi) the Issuer will deliver to the Swap Counterparty on or before the

Maturity Date, if or to the extent that the Asset Swap shall not on or before such date have terminated in accordance with its terms, the Collateral (if any) or the proceeds of redemption thereof.

(vii) The Swap Counterparty will pay to the Issuer on or before the Maturity Date, if or to the extent that the Asset Swap shall not on or before such date have terminated in accordance with its terms, (a) the aggregate of the Outstanding Principal Amounts of the Notes on such date, plus (b) the aggregate Basket Outperformance Amounts in respect of the Notes on such date, as determined in accordance with paragraph 12 (Basket Outperformance Amount), plus (c) any additional Interest Amount payable on the Extended Maturity Date, as determined in accordance with paragraph 12 (Interest on Extended Maturity Date) above;

(viii) subject to sub-paragraph (vii) below if for any reason the Notes become subject to redemption (in whole) under Condition 8.2 (as amended by paragraph 25 below and Schedule 2 hereto), Condition

8.3 (as amended by paragraph 31 below and Schedule 2 hereto) or Condition 11 (as amended by Schedule 2 hereto), the Asset Swap will be terminated in accordance with its terms and a termination payment may be payable by one party to the other reflecting the total losses and costs (or gain, in which case expressed as a negative number) of the other party in connection with the Asset

Swap;

(ix) if the aggregate of the Outstanding Principal Amounts of the Notes is reduced to zero and the Notes are redeemed pursuant to sub- paragraph 13(F), the Asset Swap will terminate upon the delivery of all the Collateral to the Swap Counterparty under the Default Swap in satisfaction of payments in respect of outstanding Cash Settlement Amounts, and no further payment shall be made by either party as a result thereof;

(x) if the Notes are redeemed in whole on a Rating Downgrade Redemption Date pursuant to sub- paragraph 13(D), the Asset Swap will terminate and the Swap Counterparty will pay to the Issuer a sum equal to the aggregate of (x) the Notional Principal Amount of the Notes, (y) any interest accrued thereon, (z) an additional interest amount equal to an amount, as determined by the Calculation Agent in a commercially reasonable manner, equal to the then present value of the Basket Outperformance Amount that would have been payable on the Scheduled Maturity Date had there been no Rating Downgrade Redemption, and assuming an Outstanding Principal Amount of the Notes as at the Rating Downgrade Redemption Date and (aa) any amount owing to any person other than the Swap Counterparty which is secured on the Collateral in priority to the Notes, and the Issuer will deliver the Collateral (if any) or the

proceeds of redemption thereof to the Swap Counterparty and no termination payment shall be payable by either party in connection therewith;

(xi) the Issuer has in the Asset Swap agreed to purchase from the Swap Counterparty such Notes as are held by the Swap Counterparty, as required by the Swap Counterparty from time to time; provided that the Issuer will have received an amount sufficient to fund the purchase price payable by the Issuer. Upon such purchase and the payment of the purchase price, the obligations of the Issuer and the Swap Counterparty will by virtue of the provision of the Asset Swap, be reduced in whole (or in part) or, as the case may be, by the relevant proportion;

(xii) the Swap Counterparty has agreed in the Asset Swap, following the delivery of a Replacement Notice pursuant to Condition 4.5(A), to deliver the Replacement Collateral to the Issuer in exchange for the Replaced Collateral;

(xiii) any amount due and unpaid on any date by either party to the Default Swap will be subject to the netting provisions of the ISDA Master Agreement and, to such extent, any such unpaid amount shall be netted against payments due from the Swap Counterparty to the Issuer (or vice versa) on such date under the Asset Swap; and

(xiv) except as specified above and in certain other circumstances

specified therein, the Asset Swap will terminate on the later of (a) the Scheduled Maturity Date and (b) the fifth Relevant Business Day following the Termination Date (as defined in the Default Swap Confirmation).

Default Swap: (B) Under the ISDA Master Agreement, as supplemented by a confirmation thereto with an effective date of the Issue Date (the "Default Swap Confirmation") (the ISDA Master Agreement as so supplemented by the Default Swap Confirmation, the "Default Swap");

(i) the Swap Counterparty shall pay to the Issuer the Fixed Amounts, Minimum Fixed Amounts and Fixed Amount Adjustment Payments (each as defined in the Default Swap Confirmation) for purchasing the credit default swap protection in respect of a portfolio of Reference Entities, as more particularly described in the Default Swap and the Reference Swap referred to therein;

(ii) the Issuer will, upon the determination of a Cash Settlement Amount under the Default Swap following the occurrence of one or more Credit Events under the terms of the Reference Swap, deliver to the Swap Counterparty on the related Cash Settlement Date Delivered Collateral having a market value (as determined by the Swap Counterparty in its sole discretion) equal to the greater of

(a) the sum of (x) the Cash Settlement Amount and (y) the

Credit Event Unwind Costs (as defined in Schedule 1 hereto) and

(b) zero (or, if the Collateral to be transferred would not be a multiple of the lowest denomination of the Collateral, such amount of Collateral shall be rounded up to the next whole multiple of such lowest denomination), provided that in no event shall the Issuer be liable to pay or deliver, as the case may be, Delivered Collateral having an aggregate nominal amount which is greater than the aggregate of the Outstanding Principal Amounts of the Notes as at the relevant Cash Settlement Date;

(iii) subject to sub-paragraph (v) below, the Default Swap will terminate if for any reason the Notes become subject to mandatory redemption (in whole) under Condition 8.2 (as amended by paragraph 25 below and Schedule 2 hereto), Condition

8.3 (as amended by paragraph 31 below and Schedule 2 hereto) or Condition 11 (as amended by Schedule 2 hereto), in which event a termination payment may be payable by one party to the other reflecting the total losses and costs (or gain, in which case expressed as a negative number) of the other party in connection with the Default Swap;

(iv) if the aggregate of the Outstanding Principal Amounts of the Notes is reduced to zero and the Notes are redeemed pursuant to sub- paragraph 13(F), the Default Swap will terminate, and no further payment shall be made by either

party;

(v) if the Notes are redeemed in whole on a Rating Downgrade Redemption Date pursuant to sub- paragraph 13(D), the Default Swap will terminate and no payment will be due as a result from either party;

(vi) subject to paragraph 5.1.2 (Deferral of Accelerated Termination Date) of the Default Swap Confirmation, if an Event Notice is delivered by the Swap Counterparty to the Issuer and a further notice is given by the Swap Counterparty (which may constitute part of the same notice as the Event Notice) to the Issuer designating an Accelerated Termination Date (or if an Accelerated Termination Date is deemed to be designated), the Default Swap will terminate and, on the Accelerated Termination Date, if the Accelerated Termination Amount is a positive amount the Issuer shall pay such amount to the Swap Counterparty and if the Accelerated Termination Amount is a negative amount, the Swap Counterparty shall pay the absolute value of such amount to the Issuer. Save for the payment of the Accelerated Termination Amount, no further payments will be due by either party;

(vii) except as specified above and in certain other circumstances specified therein, the Default Swap will terminate on the Termination Date (as defined in the Default Swap Confirmation); and

(viii) the Default Swap is referenced to the Reference Swap which is a notional credit default swap referenced to a portfolio consisting of Reference Entities.

Swap Rating Downgrade: (C) If on any date on which there are Notes outstanding the short-term credit rating of the Swap Counterparty falls below “A-1+” by S&P (such event, a “Swap Counterparty Ratings Downgrade”) then no later than

30 calendar days after the occurrence of such Swap Counterparty Ratings Downgrade the Swap Counterparty will:

(a) obtain a guarantee for its obligations to the Issuer under the Swap Agreement from any other entity having a short term credit rating not lower than “A-1+” by S&P and thereafter ensure that its obligations to the Issuer under the Swap Agreement remain guaranteed by an entity having a short-term credit rating not lower than “A-1+” by S&P; or

(b) novate at the expense of the Swap Counterparty all (and not some only) of its obligations to the Issuer under the Swap Agreement to any other entity having a short- term credit rating not lower than “A-1+” by S&P; or

(c) provide collateral for its obligations to the Issuer under the Swap Agreement pursuant to an ISDA Credit Support Annex in a form that has been approved by S&P.

Any of the actions to be taken by the Swap Counterparty pursuant

to (a), (b) or (c) above shall be at the Swap Counterparty’s sole cost and expense and subject to written confirmation from S&P that its rating of the Notes will not be adversely affected by such actions. In the event that the Swap Counterparty fails to take any of the actions described in (a), (b) or (c) above in accordance with the terms of the Swap Agreement following a Swap Counterparty Ratings Downgrade, the Swap Agreement may be terminated only upon the Notes becoming subject to redemption by the Issuer under Condition 8.8 (as amended by sub-paragraph 13(D) above) as a result of the exercise by the Noteholders of the option to require the Issuer to redeem the Notes in whole (but

principal amount of the Notes for the time being outstanding, passed in accordance with Condition 13.

Custodian Rating Downgrade: (D) If at any time when the Notes are

outstanding, the short term credit rating of the Custodian falls below “A-1+” by S&P (a “Custodian Rating Downgrade”) then no later than 30 calendar days after the occurrence of such Custodian Rating Downgrade the Custodian shall novate at the expense of the Custodian all (and not some only) of its rights and obligations under the Agency Agreement to any other entity with a short term

credit rating of at least “A-1+” by S&P and the Custodian shall on or prior to the date of such transfer obtain written confirmation from S&P that its rating of the Notes will not be adversely affected by such transfer.

Deposit Bank Rating Downgrade: (E) If (i) at any time when the Notes

are outstanding, the short term credit rating of the Deposit Bank falls below “A-1+” by S&P (a “Deposit Bank Rating Downgrade”) then no later than

14 calendar days after the occurrence of such Deposit Bank Rating Downgrade the Issuer shall instruct the Custodian to, and the Custodian shall, move the Deposit Account to a new Deposit Bank with a short term credit rating not lower than “A-1+” by S&P on terms that the funds standing to the credit of such Deposit Account (the “Deposit”) shall earn interest in respect of each Interest Period at such rate or rates (each such rate in respect of an Interest Period, a Deposit Rate) as may be determined from time to time by the Deposit Bank and any interest accrued on the Deposit shall be paid to the Swap Counterparty under the Asset Swap. Subject to any such application by the Deposit Bank, the Issuer and the Custodian will procure that funds credited to the Deposit Account from time to time (including capitalised interest) shall be debited from the Deposit Account on or before the Maturity Date or other date for redemption

of the Notes to be applied by the Issuer in connection with such redemption, as specified in the Trust Instrument and the Deposit Bank shall on or prior to the date of such transfer obtain written confirmation from S&P that its rating of the Notes will not be adversely affected by such transfer.

Swap Counterparty: Deutsche Bank AG, London Branch. In its capacity as Swap Counterparty, Deutsche Bank AG, London Branch is also designated as the calculation agent (the "Swap Calculation Agent") for the purpose of the Swap Agreement. Any determination by the Swap Calculation Agent shall be made in its sole discretion and shall be conclusive and binding on the Issuer, the Trustee, the Noteholders, the Agent and all other persons and no liability shall attach to the Swap Calculation Agent in respect thereof.

23 Repurchase Agreement: No.

Repurchase Counterparty: Not applicable.

24 Credit Support Document: No.

25 Mandatory Redemption: (1) The Notes will be subject to mandatory redemption (in whole) under Condition 8.2 (as amended below and by Schedule 2 hereto) or Condition 8.3 (as amended in paragraph 31 below and by Schedule 2 hereto), for which purpose the Repayable Assets will be all of the Collateral.

(2) The Notes shall be redeemed pursuant to Condition 8.2 (as amended) or Condition 8.3 (as amended) (subject to sub- paragraph 13(D) above) at the date fixed for redemption in the

relevant notice (in each case the "Mandatory Redemption Date").

(3) The Redemption Amount (subject to sub-paragraph 13(D) above) in respect of each Note, for the purposes of any redemption of the Notes pursuant to Condition 8.2 (as amended), Condition 8.3 (as amended) or Condition 11 (as amended by Schedule 2 hereto), shall be its pro rata share of:

(i) the Enforcement Proceeds; less

(ii) the Early Redemption Unwind Costs (as defined in Schedule 1 hereto).

Payment in accordance with the foregoing provisions shall constitute full and final satisfaction of all of the Issuer’s obligations to make any payment of principal in respect of the principal amount of the Notes so to be redeemed or the relevant part thereof and of any interest accruing in respect of such principal amount at any time after the first day of the Interest Period during which the Notes become subject to mandatory redemption and the aggregate of the Outstanding Principal Amounts of the Notes shall be deemed to be reduced accordingly.

The third sentence of sub-Condition 8.2 which begins, “Interest shall continue to accrue” shall be deleted.

26 Listing: Application will be made on or after the Issue Date to list the Notes on the Irish Stock Exchange.

27 The Notes have been accepted in Euroclear and Clearstream, Luxembourg and have the following security codes:

Common Code: 024344185

ISIN Code: XS0243441853

28 Rating: Application has been made for a public rating of the Notes, which is expected to be AAA by Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. ("S&P").

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by S&P at its discretion.

29 Custody: The Custodian in respect of the Collateral will be Deutsche Bank AG, London Branch or any other person subsequently appointed as Custodian pursuant to the Agency Agreement, subject to approval by S&P and the Trustee on behalf of the Noteholders.

The Collateral will be delivered to the Custodian by the Swap Counterparty pursuant to the Asset Swap on the Issue Date and credited to account number 91622 of the Custodian with Euroclear (designated Reference: Eirles Two Limited Series 233) (the "Custodian Account") on the Issue Date, subject to the security created by and pursuant to the Trust Instrument.

30 Agent for Service of Process: Deutsche Bank AG, London Branch at its

registered office for the time being (currently at Winchester House, 1 Great Winchester Street, London EC2N 2DB).

31 Details of further additions or variations to the Terms:

Condition 8.3(C) shall be amended by:

32 replacing the words "the Swap Agreement is terminated in accordance with its terms prior to the Swap Agreement Termination Date" with the words "the Swap Agreement is terminated in

accordance with its terms prior to the Swap Agreement Termination Date, other than as a result of the occurrence of an Accelerated Termination Date pursuant to the Default Swap (each as defined in the Terms)."; and

(iii) adding a new sub- paragraph before the sub- paragraph beginning with the words "Notwithstanding the foregoing": If the Swap Agreement is terminated in accordance with its terms prior to the Swap Agreement Termination Date as a result of the occurrence of an Accelerated Termination Date, the Notes shall be redeemed (in whole) in accordance with sub- paragraph 13(G) of the Terms."

Condition 8.5 shall be deleted and replaced by the following:

"Unless otherwise provided in the Terms, and subject to (i) receipt by the Issuer of an amount (whether by sale of the Collateral (or in the case of a purchase of some only of the Notes, a proportion of the Collateral corresponding to the proportion of the Notes to be purchased) or otherwise) which, plus or minus any termination payment payable to or by the Issuer from or to the Swap Counterparty on the termination (or as the case may be partial termination) of the Swap Agreement, is sufficient to fund the purchase price payable by the Issuer, and (ii) no net liabilities being incurred by the Issuer, the Issuer may purchase

Notes (provided that all unmatured Receipts and Coupons and unexchanged Talons appertaining thereto are attached or surrendered therewith) in the open market or otherwise at any price."

Condition 16 shall be amended by the addition of the following provisions thereto:

"Notices to be given by any Noteholder to the Issuer regarding the Notes will be validly given if delivered in writing to Eirles Two Limited at 5 Harbourmaster Place, Dublin 1 attention The Directors. Any such notice shall be deemed to have been given on the day when delivered or if delivered on a day that is not a Dublin Business Day or after 5.00 p.m. (London time) on a Dublin Business Day, will be deemed effective on the next following Dublin Business Day. The relevant Noteholder must provide satisfactory evidence to the Issuer of its holding of Notes.

Notices to be given by any Noteholder to the Swap Counterparty regarding the Notes will be validly given if delivered in writing to the Swap Counterparty at Winchester House, 1 Great Winchester Street, London EC2N 2DB attention Correlation Trading Team: Mickey Bhatia/Jake Sudbery. Any such notice shall be deemed to have been given on the day when delivered or if delivered on a day that is not a London Business Day or after 5.00 p.m. (London time) on a London Business Day, will be deemed effective on the next following London Business Day. The relevant Noteholder must provide satisfactory evidence to the Swap Counterparty of its holding of Notes.

Notices to be given by any Noteholder to the Trustee regarding the Notes will be validly given if delivered in writing to the Trustee at Winchester House, 1 Great Winchester Street, London EC2N 2DB attention Trust & Securities Services. Any such notice shall be deemed to have been given on the day when delivered or if delivered on a day that is not a London Business Day or after 5.00 p.m. (London time) on a London Business Day, will be deemed effective on the next following London Business Day. The relevant Noteholder must provide satisfactory evidence to the Trustee of its holding of Notes.

For the purposes of this Condition 16:

"London Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

“Dublin Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Dublin.".

The DBL/DBAG Structured Investment Terms Module 4.1.1.8 (English law Notes; Terms and Conditions for Eirles Two Limited) August 2000 Edition shall be amended in the manner described in Schedule 2 hereto.

33 Trustee: Deutsche Trustee Company Limited.

SCHEDULE 1 TO THE TERMS – DEFINITIONS

"Additional Termination Unwind Costs" means an amount in EUR (which may be either a positive or negative number) equal to the sum of:

(a) the product of (i) the Multiplier and (ii) the Final Value of the Reference Swap (as determined in accordance with the Default Swap Confirmation);

the amount (if any) payable by either (i) the Issuer to the Swap Counterparty (expressed as a positive number) or (ii) the Swap Counterparty to the Issuer (expressed as a negative number) on termination of the Asset Swap as a result of an Accelerated Redemption;

any legal or other ancillary costs (including any costs relating to the realisation of the Collateral) (expressed as a positive number) incurred by the Issuer, the Trustee or the Swap Counterparty as a result of such early redemption; and

any costs incurred by the Swap Counterparty in connection with the related termination, settlement or re-establishment of any hedge or related trading position.

"Credit Event Notice" means an irrevocable notice from the Issuer or the Swap Counterparty, as the case may be, to the other party (in the form, and delivered in the manner, described in the Default Swap) that describes a Credit Event that occurred on or after the Effective Date of the Default Swap.

"Credit Event Unwind Costs" means, in respect of any determination of a Cash Settlement Amount, an amount in EUR equal to: (i) (as a positive amount) the net amount (if any) payable by the Issuer to the Swap Counterparty or (as a negative amount) by the Swap Counterparty to the Issuer, as the case may be, on the notional partial termination of the Asset Swap as a result of the determination of a Cash Settlement Amount and delivery of the corresponding Delivered Collateral under the Default Swap; (ii) any legal or other ancillary costs (including any costs in relation to the transfer of the Delivered Collateral) incurred by the Issuer, the Custodian, the Trustee or the Swap Counterparty as a result of the payment of a Cash Settlement Amount, each as determined by the Swap Calculation Agent; and (iii) any costs incurred by the Swap Counterparty in connection with the related termination, settlement or re-establishment of any hedge or related trading position.

"Early Redemption Unwind Costs" means an amount in EUR (which may be either a positive or negative number) equal to the sum of:

(a) the product of (i) the Multiplier and (ii) the Final Value of the Reference Swap (as determined in accordance with the Default Swap Confirmation), provided that for this purpose the "Final Value Determination Date" shall be the Relevant Business Day prior to the Early Redemption Date;

(b) the amount (if any) payable by either (i) the Issuer to the Swap Counterparty (expressed as a positive number) or (ii) the Swap Counterparty to the Issuer (expressed as a negative number) on termination of the Asset Swap as a result

of an early redemption of the Notes as determined by the Calculation Agent in its sole discretion;

(c) any legal or other ancillary costs (including any costs relating to the realisation of the Collateral) (expressed as a positive number) incurred by the Issuer, the Trustee or the Swap Counterparty as a result of such early redemption; and

(d) any costs incurred by the Swap Counterparty in connection with the related termination, settlement or re-establishment of any hedge or related trading position.

For the avoidance of doubt, when determining such amounts payable under the Asset Swap and the Default Swap, the Asset Swap and the Default Swap will each be deemed to have been entered into under separate ISDA Master Agreements with terms identical to those contained in the Swap Agreement.

"Event Determination Date" means, in respect of a Credit Event, the date on which both the related Credit Event Notice and the related Notice of Publicly Available Information are effective.

The following terms shall have the meanings ascribed to them in the Default Swap: Accelerated Termination Amount

Accelerated Termination Date Average Portfolio Spread Cash Settlement Amount Cash Settlement Date

Credit Event Effective Date

Event Notice Final Price

Final Value of the Reference Swap Fixed Amount

Fixed Amount Adjustment Payment Minimum Fixed Amount

Multiplier

Notice of Publicly Available Information Reference Entities

Reference Swap Reference Swap Payment

Spread Trigger Termination Date Trigger Event

SCHEDULE 2 TO THE FORM OF TERMS – AMENDMENTS TO TRUST TERMS

The DBL/DBAG Structured Investment Terms Module 4.1.1.8 (English law Notes; Terms and Conditions for Eirles Two Limited) August 2000 Edition shall for the purposes of this Transaction be amended in the following manner:

(1) The first paragraph in italics under the heading “Terms and Conditions of the Notes” shall be replaced in its entirety by the following new paragraph:

“The following is the text of the terms and conditions which, subject to amendment and as, modified or varied in accordance with the provisions of the relevant Trust Instrument in relation to a particular Series only, will (subject as provided in “Summary of Provisions relating to Notes while in Global Form”) be applicable to the Global Note(s) or Global Certificate(s) representing each Series and to the Definitive Bearer Notes or Individual Certificates (if any) issued in exchange therefor (each as defined in these Terms and Conditions) and which, subject further to deletion of non-applicable provisions, will be endorsed on such Definitive Bearer Notes or Individual Certificates. Details of applicable definitions for each Series will be set out in the relevant Trust Instrument. References in the Conditions to “Notes” are to the Notes of one Series only, not all Notes which may be issued under the Programme. The terms and conditions of any Alternative Investments will be as set out in the relevant Trust Instrument. The following text shall also be incorporated by reference into the Securities Note for any applicable Series, modified or varied as applicable.”.

(2) Sub-Condition 4.2(A)(3) shall be amended by replacing the words "(iii) all of the Issuer’s rights as against the Custodian in respect of any sum standing to the credit of the Deposit Account (as defined in Condition 4.5) or the Repurchase Account (as defined in Condition 5.2)" with the words "(iii) all of the Issuer’s rights as against the Custodian and/or the Deposit Bank in respect of any sum standing to the credit of the Additional Reserve Account (as defined in the Terms), the Deposit Account (as defined in Condition 4.5) or the Repurchase Account (as defined in Condition 5.2)";

(3) Sub-Condition 4.4(B)(1) shall be replaced in its entirety by the following new sub- Condition 4.4(B)(1);

"(1) first, in payment or satisfaction of all fees, costs, charges, expenses, liabilities and other amounts incurred by or payable to the Trustee or any receiver under or pursuant to the Trust Instrument and/or any Additional Security Document (which for the purpose of this Condition 4.4 and the Trust Instrument shall include any taxes required to be paid, the costs of realising any security and the Trustee’s remuneration)";

(4) Sub-Condition 4.4(C)(1) shall be replaced in its entirety by the following new sub- Condition 4.4(C)(1):

"(1) first, in payment or satisfaction of all fees, costs, charges, expenses, liabilities and other amounts incurred by or payable to the Trustee or any receiver under or pursuant to the Trust Instrument and/or any Additional Security Document (which for the purpose of this Condition 4.4 and the Trust Instrument shall include any taxes required to be paid, the costs of realising any security and the Trustee’s remuneration)";

(5) Sub-Condition 4.4(D)(1) shall be replaced in its entirety by the following new sub- Condition 4.4(D)(1):

"(1) first, in payment or satisfaction of all fees, costs, charges, expenses, liabilities and other amounts incurred by or payable to the Trustee or any receiver under or pursuant to the Trust Instrument and/or any Additional Security Document (which for the purpose of this Condition 4.4 and the Trust Instrument shall include any taxes required to be paid, the costs of realising any security and the Trustee’s remuneration)";

(6) The last paragraph of Condition 4.5 in italics shall be replaced in its entirety by the following new paragraph:

“In the case of a Replacement and/or Substitution in accordance with this Condition 4.5, a Prospectus Supplement will, in the case of any Series of Notes listed on the Irish Stock Exchange (and for so long as the rules of the Irish Stock Exchange so require), be lodged with the Irish Stock Exchange.”.

(7) The following wording shall be inserted immediately beneath sub-Condition 4.7(A)(3), prior to "do one or more of the following";

"(in each case subject to it having been indemnified to its satisfaction against any loss, liability, cost, claim, action, demand or expense which may be incurred or made against it in connection therewith):"

(8) In the fourth line of sub-Condition 5.1, "are redeemed" shall be replaced with "become repayable" and in the fifth line of sub-Condition 5.1, "upon" shall be replaced with "pursuant to";

(9) The last paragraph of Condition 5.2 in italics shall be replaced in its entirety by the following new paragraph:

“In the case of a Replacement and/or Substitution in accordance with this Condition 5.2, a Prospectus Supplement will, in the case of any Series of Notes listed on the Irish Stock Exchange (and for so long as the rules of the Irish Stock Exchange so require), be lodged with the Irish Stock Exchange.”.

(10) The words “or becomes capable of becoming declared due and repayable” shall be deleted from the first line and the sixth line of sub-Condition 8.2.

(11) In the fifteenth line of the second paragraph of sub-Condition 8.2, "expiry of" shall be replaced with "the due date for redemption specified in";

(12) In the first line of the final paragraph of sub-Condition 8.2, "the Notes becoming due for " shall be inserted immediately following "In the event of";

(13) In the wording immediately beneath sub-Condition 8.3(D), "expiry of" shall be replaced with "the due date for redemption specified in";

(14) In the first line of the final paragraph of sub-Condition 8.3, "the Notes becoming due for " shall be inserted immediately following "In the event of";

(15) The last paragraph of Condition 8.11 in italics shall be replaced in its entirety by the following paragraph:

“Notices given in respect of a redemption of the Notes prior to their Maturity Date pursuant to Condition 8 shall also, for as long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange require, be given to the Irish Stock Exchange.”.

(16) In the sixth line of Condition 11 "forthwith" shall be inserted immediately following "Trust Instrument shall";

(17) Sub-Condition 11(i) shall be replaced in its entirety with the following new sub- Condition 11(i):

"(i) if default is made in the payment of any principal in respect of the Notes or any of them or if default is made for a period of 14 days or more in the payment of any other sum due in respect of the Notes or any of them; or"; and

(19) The first paragraph of Condition 16 shall be replaced in its entirety by the following new paragraph:

“Notices to the holders of Registered Notes will be mailed to them or, if there is more than one holder of any Registered Note, to the first named holder of that Note at their respective addresses in the Register and will be deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. If and for so long as any Registered Notes are listed on the Irish Stock Exchange and the rules of that Stock Exchange so require, notices to holders of such Registered Notes will also be published in a leading newspaper having general circulation in Ireland (which is expected to be the Irish Times). Notices to the holders of Bearer Notes will be valid if published in a leading daily newspaper of general circulation in London approved by the Trustee (which is expected to be the Financial Times) and (if and for so long as the Notes are listed on the Irish Stock Exchange and the rules of that Stock Exchange so require) in a leading newspaper having general circulation in Ireland (which is expected to be the Irish Times). If, in the opinion of the Trustee, any such publication is not practicable, notice will be validly given if published in another leading daily English newspaper of general circulation in Europe approved by the Trustee. Any such notice to holders of Bearer Notes shall be deemed to have been given on the date of such publication or, if published more

than once or on different dates, on the date of the first publication as provided above.”.

SCHEDULE 3 TO THE TERMS

Part A: FORM OF INITIAL DEPOSIT AMOUNT NOTICE

To: Eirles Two Limited

5 Harbourmaster Place

Dublin 1 Ireland

Attn: The Directors

Cc: Deutsche Bank AG, London Branch Winchester House

One Great Winchester Street London EC2N 2DB

Attn: Correlation Trading Team: Mickey Bhatia/Jake Sudbery

Cc: Deutsche Trustee Company Limited Winchester House

One Great Winchester Street London EC2N 2DB

Attn: Trust & Securities Services

Dear Sirs

Eirles Two Limited

[Date]

Series 233 EUR 15,000,000 Variable Rate Leveraged Super Senior Secured Credit Linked Notes due 2013 (ISIN: XS0243441853) issued on 28 February 2006 (the "Notes")

We represent, warrant and covenant that at the date of this notice (i) we are the legal and beneficial owners of [●] principal amount of the Notes (the “Exercised Notes”) and that we are authorised to execute and deliver this notice and (ii) there is no applicable law or policy (whether or not internal) which will prevent us from being permitted to purchase and hold the relevant New Notes on the relevant New Notes Issue Date (such New Notes to be issued in respect of the Exchanged Notes in accordance with paragraph 20 of the Terms of the Notes). We agree to provide such evidence of our ownership of the Exercised Notes as shall, in the sole discretion of the Swap Calculation Agent, be required.

In accordance with the provisions of paragraph 19(8) of the Terms of the Notes and on the basis of the provisions of paragraph 20 of the Terms of the Notes, we hereby give you irrevocable notice that, in respect of [●] initial principal amount of the Notes, we wish to pay the Initial Deposit Amount to an Initial Deposit Account (details of which will be notified by facsimile by you to the Contact Details specified below) on the Initial Deposit Amount Payment Date, the details of which are set out below.

Initial Deposit Amount: EUR [amount must be greater than the relevant Minimum Deposit Amount] and an integral multiple of EUR 1,000,000 ]

Initial Deposit Amount Payment Date: [date on which Noteholders intend to pay

the Initial Deposit Amount, which must be a day falling during the Initial Deposit Amount Payment Period]

Contact Details: [●]

We hereby acknowledge to Eirles Two Limited that this letter (which shall be an Initial Deposit Amount Notice for the purposes of the Terms of the Notes) may not be withdrawn and gives rise to an obligation on our part to pay the Initial Deposit Amount on the Initial Deposit Amount Payment Date and that after the delivery of this Initial Deposit Amount Notice we may not transfer any Notes.

Terms used in this letter and not otherwise defined shall have the meanings given to them in the Terms of the Notes.

We authorise the production of this letter in any administrative or legal proceedings. This letter shall be governed by and construed in accordance with English law.

Yours faithfully

[duly authorised signatory of the relevant Noteholder]

Part B: FORM OF FURTHER DEPOSIT AMOUNT NOTICE

To: Eirles Two Limited

5 Harbourmaster Place

Dublin 1 Ireland

Attn: The Directors

Cc: Deutsche Bank AG, London Branch Winchester House

One Great Winchester Street London EC2N 2DB

Attn: Correlation Trading Team: Mickey Bhatia/Jake Sudbery

Cc: Deutsche Trustee Company Limited Winchester House

One Great Winchester Street London EC2N 2DB

Attn: Trust & Securities Services

Dear Sirs

Eirles Two Limited

[Date]

Series 233 EUR 15,000,000 Variable Rate Leveraged Super Senior Secured Credit Linked Notes due 2013 (ISIN: XS0243441853) issued on 28 February 2006 (the "Notes")

We refer to our Initial Deposit Amount Notice dated [●] and to the Initial Deposit Account referred to therein. In accordance with the provisions of paragraph 19(8) of the Terms of the Notes, we hereby give you irrevocable notice that we wish to pay a Further Deposit Amount to such Initial Deposit Account on the Further Deposit Amount Payment Date, the details of which are set out below.

Further Deposit Amount: EUR [amount must be a minimum of EUR 1,000,000 and an integral multiple of EUR 1,000,000,]

Further Deposit Amount Payment Date: [date on which Noteholders intend to pay

the Further Deposit Amount, which must be a day falling during the Potential Issue Period]

Contact Details: [●]

We hereby acknowledge to Eirles Two Limited that this letter (which shall be a Further Deposit Amount Notice for the purposes of the Terms of the Notes) may not be withdrawn and gives rise to an obligation on our part to pay the Further Deposit Amount on the Further Deposit Amount Payment Date.

Terms used in this letter and not otherwise defined shall have the meanings given to them in the Terms of the Notes.

We authorise the production of this letter in any administrative or legal proceedings. This letter shall be governed by and construed in accordance with English law.

Yours faithfully

[duly authorised signatory of the relevant Noteholder]

SCHEDULE 4 TO THE TERMS – FORM OF NEW NOTES

Terms

The following is the text of the terms and conditions of the Notes which, subject to modification, will be endorsed upon each Note.

Terms of Series [to be determined at time of issue of the New Notes] EUR [The relevant New Notes issue amount] Variable Rate Leveraged Super Senior Secured Credit Linked Notes due 2013 (the "Notes")

The Notes designated as above shall have the following terms (the "Terms") which shall complete, modify and amend the Conditions set forth in the Trust Instrument constituting the Notes which shall apply to the Notes as so completed, modified and amended. Unless the context otherwise requires, expressions used herein or in the Trust Instrument and not otherwise defined herein or in the Trust Instrument shall have the meanings ascribed to them by the provisions of the 2000 ISDA Definitions, including the Annexes to the 2000 Definitions (the "2000 Definitions") and the 2003 ISDA Credit Derivatives Definitions as supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions (together, the "2003 Definitions"), each as published by the International Swaps and Derivatives Association, Inc. (together, the "ISDA Definitions") and by the terms of the Series 233 EUR 15,000,000 Fixed Rate Leveraged Super Senior Secured Credit Linked Notes due 2013 (the "Original Notes"). In the event of any conflict, the 2003 Definitions shall prevail over the 2000 Definitions and the Original Notes will prevail over the ISDA Definitions. References in the Terms to "paragraphs" and "sub-paragraphs" are to the paragraphs and sub-paragraphs of the Terms, unless the context requires otherwise.

Certain rights of the holder of the Notes are determined by reference to the terms and conditions of the Original Notes and the Notes are being issued following the exercise by the holder of EUR [The relevant New Notes issue amount] Original Notes (the "Exercised Original Notes") of its right to pay an Initial Deposit Amount (as defined in the terms of the Original Notes) and to require the issue of the Notes. In the event of any conflict between these Terms and the terms and conditions of the Exercised Original Notes, these Terms shall prevail.

4 Relevant Currency: Euro (“EUR“ or “€”,).

5 Principal Amount: EUR [The relevant New Notes issue amount].

6 Form of the Notes: Bearer.

7 Status: Secured and limited recourse obligations of the Issuer, secured as provided below

8 Denomination: EUR 1,000,000.

9 Issue Price: The redemption proceeds of the Exercised Original Notes.

10 Issue Date: [The relevant New Notes Issue Date (as defined in the Original Notes)]

11 Maturity Date: The Credit Event Cut-Off Date (as defined below) (the "Scheduled Maturity Date") or, if the Termination Date falls after the Scheduled Maturity Date, the fifth Relevant Business Day following the Termination Date (the "Extended Maturity Date"), subject to adjustment in accordance with the Business Day Convention.

"Credit Event Cut-Off Date" means 28 February 2013.

The term "Termination Date" is defined in the Default Swap Confirmation.

12 Interest:

Interest Rate Basis: Subject as provided below, the Interest Amount payable on each Note in respect of each Interest Period shall be the amount (subject to a minimum of zero) determined by the Calculation Agent in its sole discretion to be such Note's pro rata share (rounded down to the nearest cent) of the sum of:

(1) the product of:

(i) the Notional Principal Amount of the Notes as of the relevant Interest

Accrual Date;

(ii) the Coupon Rate (as defined below) applicable to such Interest Period; and

(iii) the Day Count Fraction;

provided that if the Maturity Date falls after the Scheduled Maturity Date, for the purpose of calculating the Interest Amount payable on each Note in respect of the Interest Payment Date falling on the Maturity Date, the Notional Principal Amount of the Notes shall be determined as of the Maturity Date; and

(2) the sum of the Additional Interest Amounts and related Accrued Interest Amounts (if any) in respect of such Interest Payment Date if it follows a date on which a Final Price has been determined in respect of all Undetermined Reference Entities under the Default Swap (each such Interest Payment Date an "Additional Interest Payment Date").

"Notional Principal Amount" means, in respect of any date, an amount calculated by the Calculation Agent equal to the aggregate of the Outstanding Principal Amounts in respect of the Notes less an amount in EUR equal to the aggregate of the Maximum Cash Settlement Amounts (as defined below), in respect of all the Reference Entities under the Reference Swap for which an Event Determination Date has occurred on or after the Issue Date but no Cash Settlement Amount has been paid (or delivery of Delivered

Collateral in respect thereof has been made) under the Default Swap as of such date (each of such Reference Entities an "Undetermined Reference Entity").

"Maximum Cash Settlement Amount" means, in respect of each Credit Event relating to an Undetermined Reference Entity, the maximum possible Cash Settlement Amount that could be payable under the Default Swap as a result of such Credit Event, as determined by the Swap Calculation Agent in its sole discretion.

Interest Commencement Date: The Interest Commencement Date is the Interest Accrual Date (as defined in the Original Notes) falling immediately prior to the Issue Date.

Interest Accrual Dates: The Interest Accrual Dates in respect of the Notes are 28 February in each year commencing on whichever of the above dates is the first to occur immediately following the Interest Commencement Date and the final Interest Accrual Date will be the Scheduled Maturity Date, which dates shall not be subject to adjustment in accordance with any Business Day Convention.

Interest Periods: The first Interest Period is from (and including) the Interest Commencement Date to (but excluding) the first Interest Accrual Date and thereafter, each successive Interest Period shall begin on (and include) an Interest Accrual Date and end on (but exclude) the next succeeding Interest Accrual Date.

Interest Payment Dates: The interest accruing in respect of each Interest Period shall be paid on the second Relevant Business Day following the Interest Accrual Date on which such Interest Period ends, provided that:

(i) in respect of the first Interest Period, if the Notes are not listed on the Irish Stock Exchange by the first Interest Payment Date, the interest accruing in respect of the first Interest Period (the “Unpaid Accrued Interest Balance”) shall be paid on the Interest Payment Date following the listing of the Notes on the Irish Stock Exchange and interest shall accrue daily on the Unpaid Accrued Interest Balance at the Interest Deferral Rate; and

(ii) in respect of the Interest Period ending on (but excluding) the Scheduled Maturity Date, the interest shall be paid on the Scheduled Maturity Date. If the Maturity Date falls after the Scheduled Maturity Date, the Scheduled Maturity Date shall not be an Interest Payment Date and the Maturity Date shall be the final Interest Payment Date (and there shall be no Interest Payment Date between the Interest Payment Date relating to the Interest Accrual Date falling in February 2012 and the Maturity Date).

Coupon Rate: The "Coupon Rate" will be 2.50 per cent. per annum in respect of the Interest Periods (if any, in respect of the New Notes) commencing on 27 February 2006 and 27 February 2007, respectively. The Coupon Rate in respect of any other Interest Periods shall be zero.

Day Count Fraction: Actual/Actual.

Calculation Agent: The Calculation Agent for the Notes will be the Swap Calculation Agent (as defined in paragraph 20).

Additional Interest Amounts: The "Additional Interest Amount" in respect of each Additional Interest Payment Date shall be calculated by the Calculation Agent in a commercially

reasonable manner to reflect the additional amount (if any) which would have been paid on the Interest Payment Date in respect of each Interest Period during the Adjustment Period during which there are one or more Undetermined Reference Entities (the Interest Accrual Date in respect of the first such Interest Payment Date being the "Relevant Coupon Accrual Date") had the Final Price in respect of each relevant Reference Entity been calculated on the Interest Accrual Date corresponding to such Interest Payment Date for each then Undetermined Reference Entity.

"Adjustment Period" means the period from (and including) the Interest Payment Date immediately preceding the relevant Event Determination Date (or, if no such Interest Payment Date exists, the Issue Date) to (but excluding) the Interest Payment Date immediately preceding the payment of the relevant Cash Settlement Amount (or delivery of the relevant Delivered Collateral).

Accrued Interest Amount: The "Accrued Interest Amount" relating to any Additional Interest Amount shall be an amount equal to the aggregate of all interest amounts calculated in respect of each day during the period from (and including) the Relevant Coupon Accrual Date to (but excluding) the relevant Additional Interest Payment Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate;

(ii) the relevant Additional Interest Amount; and

(iii) the Deferral Rate Day Count

Additional Interest Amounts payable in relation to the Original Notes:

Fraction, Where:

"Interest Deferral Rate" means a rate equal to the overnight rate in EUR, determined by the Calculation in a commercially reasonable manner.

"Deferral Rate Day Count Fraction" means Actual/Actual.

(A) An additional Interest Amount shall be payable in respect of any New Notes Undetermined Reference Entity Deferral Amount (as defined in the terms of the Original Notes) relating to the Notes on the first Interest Payment Date calculated by the Calculation Agent as the sum of:

(a) the relevant New Notes Undetermined Reference Entity Deferral Amount;

(b) the related New Notes Undetermined Reference Entity Accrued Interest Amount (as defined in the terms of the Original Notes); and

(c) an amount equal to the aggregate of all interest amounts calculated in respect of each day during the period from (and including) the Issue Date to (but excluding) the first Interest Payment Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate;

(ii) the sum of the amounts calculated pursuant to sub-paragraphs (a) and

(b) above; and

(iii) the Deferral Rate Day Count Fraction.

(B) An additional Interest Amount shall be payable in respect of any New Notes Accelerated Redemption Deferral Amount (as defined in the terms of the Original Notes) relating to the Notes on the first Interest Payment Date calculated by the Calculation Agent as the sum of:

(a) the relevant New Notes Accelerated Redemption Deferral Amount;

(b) the related New Notes Accelerated Redemption Accrued Interest Amount (as defined in the terms of the Original Notes); and

(c) an amount equal to the aggregate of all interest amounts calculated in respect of each day during the period from (and including) the Issue Date to (but excluding) the first Interest Payment Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate;

(ii) the sum of the amounts calculated pursuant to sub- paragraphs (a) and (b) above; and

(iii) the Deferral Rate Day Count

Fraction.

Interest on Extended Maturity Date: If the Maturity Date falls after the

Scheduled Maturity Date an additional Interest Amount shall be payable on the Maturity Date and calculated as an amount equal to the aggregate of all daily interest amounts in respect of each day during the period from (and including) the Scheduled Maturity Date to (but excluding) the Maturity Date. Each such daily interest amount shall be equal to the product of:

(i) the Interest Deferral Rate; (i)

13 the sum of the Notional Principal 14

Amount on the Maturity Date and the Interest Amount relating to the final Interest Period; and

15 the Deferral Rate Day Count 16

Fraction.

Basket Outperformance Amount: An additional interest amount may be

paid on the Maturity Date. The Basket Outperformance Amount (as defined below) shall constitute such additional interest amount.

For such purposes,

“Basket Outperformance Amount” means, in respect of each Relevant Note, an amount in EUR equal to the product of:

the Outstanding Principal Amount of such Note on the Scheduled Maturity Date; and

(i) the product of 95 per cent. and the Basket Performance, minus (ii) 5 per cent., subject to a minimum of zero.

“Basket Performance” means the sum of:

the product of 40 per cent. and the Equities Basket Performance;

the product of 40 per cent. and the Commodities Basket Performance; and

the product of 20 per cent. and the FX Basket Performance.

“Brent Crude Oil Final” means the arithmetic average of the settlement prices of the First Nearby Month Brent crude oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “CO1

<cmdty>” on each of the Valuation Dates.

“Brent Crude Oil Initial” means the settlement price of the First Nearby Month Brent crude oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “CO1 <cmdty>” on the Initial Reference Valuation Date.

“Commodities Basket Performance” means the sum of:

the product of (i) 12.50 per cent. and (ii)

(x) WTI Crude Oil Final divided by WTI Crude Oil Initial minus (y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Brent Crude Oil Final divided by Brent Crude Oil Initial minus

(y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Heating Oil Final divided by Heating Oil Initial minus (y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Gas Oil Final divided by Gas Oil Initial minus (y) 1;

the product of (i) 12.50 per cent. and (ii)

(x) Zinc Final divided by Zinc

Initial minus (y) 1; and

the product of (i) 37.50 per cent. and (ii)

(x) Copper Final divided by Copper Initial minus (y) 1.

“Copper Final” means the arithmetic average of COPPER-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on each of the Valuation Dates.

“Copper Initial” means COPPER-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on the Initial Reference Valuation Date.

“Equities Basket Performance” means the sum of:

The product of (i) 35.0 per cent. and (ii)

(x) Hang Seng Index Final divided by Hang Seng Index Initial minus (y) 1;

The product of (i) 5.0 per cent. and (ii)

(x) HSCE Index Final divided by HSCE Index Initial minus (y) 1; and

The product of (i) 60.0 per cent. and (ii)

(x) Nikkei 225 SM Final divided by Nikkei 225 SM Initial minus (y) 1.

“FX Basket Performance” means the sum of:

the product of (i) 16.66666667 per cent. and (ii) (x) TWD Final divided by TWD Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) KRW Final divided by KRW Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) THB Final divided by THB Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) INR Final divided by INR Initial, minus (y) 1;

the product of (i) 16.66666667 per cent. and (ii) (x) PHP Final divided by PHP Initial, minus (y) 1; and

the product of (i) 16.66666667 per cent. and (ii) (x) IDR Final divided by IDR Initial, minus (y) 1.

“Final Valuation Date” means 8 Business Days prior to the Scheduled Maturity Date.

“Gas Oil Final” means the arithmetic average of the settlement prices of the First Nearby Month Gas Oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “QS1 <cmdty>”on each of the Valuation Dates.

“Gas Oil Initial” means the settlement price of the First Nearby Month Gas Oil futures contract on the International Petroleum Exchange displayed on Bloomberg ticker “QS1 <cmdty>” on the Initial Reference Valuation Date.

“Hang Seng Index Final” means the arithmetic average of the Official Closing Prices of the Hong Kong Stock Exchange Hang Seng Index displayed on Bloomberg ticker “HSI <Index>”on each of the Valuation Dates.

“Hang Seng Index Initial” means the Official Closing Price of the Hong Kong Stock Exchange Hang Seng Index displayed on Bloomberg ticker “HSI

<Index>”on the Initial Reference Valuation Date.

“Heating Oil Final” means the arithmetic average of the settlement prices of the First Nearby Month

Heating Oil futures contract on the New York Mercantile Exchange displayed on Bloomberg ticker “HO1 <cmdty>” on each of the Valuation Dates.

“Heating Oil Initial” means the settlement price of the First Nearby Month Heating Oil futures contract on the New York Mercantile Exchange displayed on Bloomberg ticker “HO1

<cmdty>” on the Initial Reference Valuation Date.

“HSCE Index Final” means the arithmetic average of the Official Closing Prices of the Hong Kong Stock Exchange Hang Seng China Enterprises Index (HSCE Index) displayed on Bloomberg ticker “HSCEI

<Index>” on each of the Valuation Dates.

“HSCE Index Initial” means the Official Closing Price of the Hong Kong Stock Exchange Hang Seng China Enterprises Index (HSCE Index) displayed on Bloomberg ticker “HSCEI

<Index>” on the Initial Reference Valuation Date.

“IDR” means Indonesian rupiah.

“IDR Final” means the number of USD per IDR 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/IDR, defined as the number of IDR per USD 1, displayed on Reuters page “ABSIRFIX01“ (at 11.00 a.m. and

published at 11.30 a.m. to 11.45 a.m. Singapore time) on each of the Valuation Dates.

“IDR Initial” means a number expressed in USD per IDR 1 that is equal to (a) 1 divided by (b) the official fixing of USD/IDR, defined as the

number of IDR per USD 1, displayed on Reuters page “ABSIRFIX01“ (at 11.00

a.m. and published at 11.30 a.m. to

11.45 a.m. Singapore time) on the Initial Reference Valuation Date.

“Initial Reference Valuation Date” means 28 February 2006.

“INR” means Indian rupees.

“INR Final” means the number of USD per INR 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/INR, defined as the number of INR per USD 1, displayed on Reuters page “RBIB” at

3.30 p.m. (Singapore time) on each of the Valuation Dates.

“INR Initial” means a number expressed in USD per INR 1 that is equal to (a) 1 divided by (b) the official fixing of USD/INR, defined as the number of INR per USD 1, displayed on Reuters page “RBIB” at 3.30 p.m. (Singapore time) on the Initial Reference Valuation Date.

“KRW” means Korean won.

“KRW Final” means the number of USD per KRW 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/KRW, defined as the number of KRW per USD 1, displayed on Reuters page KFTC01 at

2.00 p.m. (Singapore time) across the word “MATCHED” on each of the Valuation Dates.

“KRW Initial” means a number expressed in USD per KRW 1 that is equal to (a) 1 divided by (b) the official fixing of USD/KRW, defined as the number of KRW per USD 1, displayed on Reuters page KFTC01 at 2.00 p.m. (Singapore time) across the word

“MATCHED” on the Initial Reference Valuation Date.

“Nikkei 225 Index Final” means the arithmetic average of the Official Closing Prices of the Nikkei 225 SM Index displayed on Bloomberg ticker “NKY <Index>” on each of the Valuation Dates.

“Nikkei 225 SM Index Initial” means the Official Closing Price of the Nikkei 225 SM Index displayed on Bloomberg ticker “NKY <Index>” on the Initial Reference Valuation Date.

“PHP” means Philippino peso.

“PHP Final” means the number of USD per PHP 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/PHP, defined as the number of PHP per USD 1, displayed on Reuters page “PHPESO“ at 11:30 a.m. (Singapore time) on each of the Valuation Dates.

“PHP Initial” means a number expressed in USD per PHP 1 that is equal to (a) 1 divided by (b) the official fixing of USD/PHP, defined as the number of PHP per USD 1, displayed on Reuters page “PHPESO“ at 11:30

a.m. (Singapore time) on the Initial Reference Valuation Date.

“THB” means Thai baht.

“THB Final” means the number of USD per THB 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/THB, defined as the number of THB per USD 1, displayed on Reuters page “ABSIRFIX01“ at 11.30 a.m. (Singapore time) on each of the Valuation Dates.

“THB Initial” means a number

expressed in USD per THB 1 that is equal to (a) 1 divided by (b) the official fixing of USD/THB, defined as the number of THB per USD 1, displayed on Reuters page “ABSIRFIX01“ at

11.30 a.m. (Singapore time) on the Initial Reference Valuation Date.

“TWD” means Taiwanese dollar.

“TWD Final” means a number expressed in USD per TWD 1 that is equal to (a) 1 divided by (b) the arithmetic average of the official fixings of USD/TWD, defined as the number of TWD per USD 1, displayed on Reuters page “TAIFX1“ at 11:00 a.m. (Taipei time) on each of the Valuation Dates.

“TWD Initial” means a number expressed in USD per TWD 1 that is equal to (a) 1 divided by (b) the official fixing of USD/TWD, defined as the number of TWD per USD 1, displayed on Reuters page “TAIFX1“ at 11:00

a.m. (Taipei time) on the Initial Reference Valuation Date.

“Valuation Dates” means 28 February 2009, 28 May 2009, 28 August 2009,

28 November 2009, 28 February 2010,

28 February 2011, 28 February 2012 and the Final Valuation Date.

“WTI Crude Oil Final” means the arithmetic average of the settlement prices of the First Nearby Month WTI Light Sweet crude oil futures contract on the New York Mercantile Exchange displayed on Bloomberg ticker “CL1

<cmdty>” on each of the Valuation Dates.

“WTI Crude Oil Initial” means the settlement price of the First Nearby Month WTI Light Sweet crude oil futures contract on the New York

Mercantile Exchange displayed on Bloomberg ticker “CL1 <cmdty>” on the Initial Reference Valuation Date.

“Zinc Final” means the arithmetic average of ZINC-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on each of the Valuation Dates.

“Zinc Initial” means ZINC-LME CASH, as defined under the 2005 Definitions, displayed on Reuters Page “MTLE” on the Initial Reference Valuation Date.

“2005 Definitions” means the 2005 ISDA Commodity Definitions published by the International Swaps and Derivatives Association, Inc.

Interest accrued on Additional Reserve Amounts:

Any interest accrued on the Additional Reserve Amounts (if any) and payable to Noteholders in accordance with these Terms shall constitute interest payable in respect of the Notes.

17 Redemption at Maturity: (A) Unless previously redeemed or

purchased as specified herein or in the Conditions, the Redemption Amount on the Maturity Date for each Note shall be, subject to this paragraph 13 and paragraph 23 below, an amount in EUR (as determined by the Calculation Agent acting in its sole discretion) equal to:

(i) the Outstanding Principal Amount of such Note on the Maturity Date; plus

(ii) such Note’s pro rata share of the Additional Reserve Account Balance (as defined in paragraph

19 below) as at the close of business on the Relevant Business Day immediately preceding the Maturity Date, after taking into account any interest accruing thereon on such date; plus

(iii) an interest amount equal to the Basket Outperformance Amount (as defined in paragraph

12) in respect of such Note on the Maturity Date. For the avoidance of doubt, this interest amount is the same as that described under “Basket Outperformance Amount” in paragraph 12 above.

Principal Amount Reduction: (B) On any date, the "Outstanding Principal Amount" of each Note shall be EUR 1,000,000 less the sum of all Principal Amount Reductions effective on such date (if any), each calculated in accordance with this sub-paragraph 13(B) and subject to a minimum of zero.

On each Cash Settlement Date (as defined in the Default Swap) in respect of a Credit Event under the Reference Swap, the Outstanding Principal Amount of each Note shall be reduced by an amount (a "Principal Amount Reduction") determined by the Swap Calculation Agent, in respect of any Cash Settlement Date, as being an amount in EUR equal to the nominal amount of the Delivered Collateral delivered on such Cash Settlement Date, divided by the number of Notes outstanding on such Cash Settlement Date.

"Delivered Collateral" means the Collateral delivered by the Issuer to the Swap Counterparty under the Default Swap as described in paragraph 20(B)(ii) below relating to such Credit Event.

Purchases: (C) Condition 8.5 (Purchases) (as amended in paragraph 29 below) will apply to the Notes.

Noteholders' Conditional Put Option: (D) Condition 8.8(B) will apply to the

Notes (as amended by this sub- paragraph 13(D)), provided that the Noteholders shall not require the consent of the Swap Counterparty in order to exercise the option set out in Condition 8.8(B) (as amended by this sub- paragraph 13(D)) and that the Noteholders may only exercise their option to require the Issuer to redeem the Notes in whole (but not in part), at any time, pursuant to an Extraordinary

Resolution of Noteholders holding or representing a majority in principal amount of the Notes for the time being outstanding, passed in accordance with Condition 13, if the Swap Counterparty has failed within a period of 30 calendar days of the relevant event to take such action as is provided under the terms of the Swap Agreement following a Swap Rating Downgrade (as defined in sub-paragraph 20(C)). Accordingly, the Issuer shall, within thirty Relevant Business Days from the date of such Extraordinary Resolution, by giving not less than five Relevant Business Days' irrevocable notice (in accordance with Condition 16 as amended by paragraph 29) (a "Redemption Notice") to the Noteholders, the Trustee, the Agent and the Custodian (but so that any requirement under Clause 4.1(G) of the General Trust Terms for Structured Investments arranged by Deutsche Bank AG London/Deutsche Bank Aktiengesellschaft; Standard & Poor's/Moody's Rated Issuer, August 2000 Edition or otherwise to have a Redemption Notice delivered to or approved by the Trustee before the giving thereof will not apply), redeem each Note at its pro rata share of the Notional Principal Amount together with interest accrued on such amount to the date fixed in the Redemption Notice and its pro rata share of the Additional

Reserve Account Balance (if any) as at the close of business on the Relevant Business Day immediately preceding such redemption date, after taking into account any interest accruing thereon on such date (such date, the "Rating Downgrade Redemption Date" and such amount, the "Rating Downgrade Redemption Amount"). For such purpose, the Notional Principal Amount at the Rating Downgrade Redemption Date shall be calculated on the basis of Maximum Cash Settlement Amounts determined by reference to a Final Price for such Undetermined Reference Entities of 35 per cent. In addition to the Rating Downgrade Redemption Amount, the Issuer shall pay each Noteholder an additional interest amount equal to an amount, as determined by the Calculation Agent in a commercially reasonable manner, equal to the then present value of the Basket Outperformance Amount that would have been payable on the Scheduled Maturity Date had there been no Rating Downgrade Redemption, and assuming that the aggregate of the Outstanding Principal Amounts of the Notes on the Scheduled Maturity Date would be the same as at the Rating Downgrade Redemption Date.