Final Terms. Issue of up to USD 50,000,000 Floating Rate Notes due November issued pursuant to the. Euro 80,000,000,000. Debt Issuance Programme

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1 19 October 2011 Series 0987 Final Terms Issue of up to USD 50,000,000 Floating Rate Notes due November 2016 issued pursuant to the Euro 80,000,000,000 Debt Issuance Programme dated 18 April 2011 of Deutsche Bank Aktiengesellschaft Issue Price: 100 per cent. Issue Date: 30 November 2011 The Prospectus (as defined below and as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an offer of the Securities may only do so: (i) (ii) in circumstances in which no obligation arises for the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or in the Public Offer Jurisdiction mentioned in Paragraph 7 of Part II below, provided such person is one of the persons mentioned in Paragraph 7 of Part II below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor the Dealer has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. These Final Terms are issued to give details of an issue of Securities under the Euro 80,000,000,000 Debt Issuance Programme of Deutsche Bank Aktiengesellschaft (the "Programme"). Full information on Deutsche Bank Aktiengesellschaft and the offer of the Securities is only available on the basis of the combination (i) of the Base Prospectus dated 18 April 2011 pertaining to the Programme (the "Base Prospectus") (including the documents incorporated into the Base Prospectus by reference); (ii) the Supplement to the Base Prospectus dated 3 May 2011 (the "First Supplement") (including the documents incorporated into the First Supplement by 1

2 reference); (iii) the Supplement to the Base Prospectus dated 27 July 2011 (the "Second Supplement" (including the documents incorporated into the First Supplement by reference) and, together with the Base Prospectus and the First Supplement, the "Prospectus"); (iv) the Supplement to the Base Prospectus dated 6 October 2011 (the "Third Supplement" (including the documents incorporated into the First Supplement and Second Supplement by reference) and, together with the Base Prospectus and the First Supplement, the "Prospectus"); and (iv) these Final Terms. Part I: Terms and Conditions The Terms and Conditions of the Securities (the "Conditions") are annexed to these Final Terms and replace in full the Terms and Conditions as set out in the Prospectus and take precedence over any conflicting provisions in these Final Terms. The purchase of Securities involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Securities. Before making an investment decision, prospective purchasers of Securities should ensure that they understand the nature of the Securities and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in the Prospectus (including Risk Factors on pages 27 to 43 of the Prospectus) and these Final Terms. The Issuer is not obliged to gross up any payments in respect of the Securities and all amounts payable in respect of the Securities shall be made with such deduction or withholding of taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by the way of deduction or withholding, if such deduction or withholding is required by law. 2

3 1. ISSUER Issuer Guarantor Deutsche Bank Aktiengesellschaft acting through its London Branch Not applicable 2. FORM OF CONDITIONS Integrated Conditions 3. GOVERNING LAW English Law 4. TYPE OF SECURITIES Legal type Appellation 5. CURRENCY, DENOMINATION FORM, CERTAIN DEFINITIONS ( 1) Bearer Securities Notes Currency and Denomination Specified Currency United States dollars ("USD") Aggregate Principal Amount Up to USD 50,000,000 The Aggregate Principal Amount of the Securities will depend on the amount of the Securities subscribed for during the Offer Period (as defined in item 7 of Part II below). Specified Denomination USD 2,000 Calculation Amount USD 2,000 Form of Bearer Securities TEFRA D Exchangeable on request Exchange Event provisions Global Securities to be in NGN form Clearing System 3 Temporary Global Security exchangeable for Permanent Global Security exchangeable for Definitive Securities. No Definitive Securities or any other securities in bearer form shall be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14 December Applicable Clearstream Banking société anonyme, Luxembourg ("CBL") 42 Avenue JF Kennedy 1855 Luxemburg Luxembourg No Euroclear Bank S.A./N.V. Brussels ("Euroclear") 1 Boulevard du Roi Albert II 1210 Brussels

4 Belgium Alternative clearing provisions 6. STATUS ( 2) Status of Securities 7. INTEREST ( 3) Unsubordinated B. Floating Rate or other variable interest rate Securities Interest, Interest Payment Dates and Interest Amount Partly paid Securities Interest Commencement Date 30 November 2011 TARN provisions Interest Payment Dates Interest Amount B1. Basic Floating Rate Securities No 28 or 29 February, 30 May, 30 August and 30 November in each year starting on 29 February 2012 to and including the Maturity Date, each subject to adjustment. An amount calculated by the Calculation Agent equal to the product of (a) the Specified Denomination, (b) the Rate of Interest and (c) the Day Count Fraction. Rate of Interest Calculations and Determinations Calculations and determinations shall be made by Notification of Rate of Interest Reference Rate Calculation Agent Latest notification date General Definitions applicable to Floating Rate and other variable Securities Business Day 4 As soon as possible after determination London and New York City Day Count Fraction 30 / 360 Determination Dates Interest Determination Day Interest Period End Date Interest Periods Screen Rate Determination Reference Rate Margin Screen page Business Days Second London Business Day prior to the commencement of the relevant Interest Period 28 or 29 February, 30 May, 30 August and 30 November in each year starting on 29 February 2012 to and including the Maturity Date Unadjusted Interest Periods Applicable 3 month USD LIBOR BBA Plus 1.20 per cent. per annum. Reuters Page LIBOR01

5 Secondary Screen page Reference Banks As per 3 Relevant location Relevant Time Minimum and Maximum Rate of Interest Minimum Rate of Interest Maximum Rate of Interest 8. PAYMENTS ( 4) Relevant Financial Centre(s) (for determining the Payment Business Day) 9. REDEMPTION ( 5) Redemption at Maturity Maturity Date Settlement Redemption in Instalments Early Redemption at the Option of the Issuer Early Redemption at the Option of the Securityholder Automatic Redemption Early Redemption Amount Early Redemption Amount Fair market value Redemption for Illegality Certain Definitions Early Redemption Unwind Costs 10. TERMS FOR CALCULATION OF THE REDEMPTION AMOUNT ( 6) Redemption Amount London a.m. London time 0.00 per cent. London and New York City 30 November 2016, subject to adjustment. Cash Fair market value less Early Redemption Unwind Costs (plus interest accrued to the date of redemption). Determined by the Calculation Agent in its reasonable discretion. Applicable Standard Early Redemption Unwind Costs Calculation Amount 11. MARKET DISRUPTION 12. ADJUSTMENTS, EXTRAORDINARY EVENTS AND TERMINATION 13. FISCAL AGENT/PAYING AGENT(S)/CALCULATION AGENT/DETERMINATION AGENT ( 9) Fiscal Agent Paying Agent(s) 5 Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB

6 Calculation Agent Determination Agent 14. TAXATION ( 8) Withholding tax gross-up obligation of the Issuer 15. NOTICES ( 13) Publication United Kingdom Deutsche Bank AG, London Branch No Applicable Place and medium of publication Notice deemed to have been validly given on Notification to Clearing System Substitution of notice pursuant to paragraph (1) Notice to Clearing System deemed to have been validly given on Notifications by Securityholders Website of the Luxembourg Stock Exchange English language newspaper with daily circulation (Financial Times in London) Date of publication Applicable Applicable Date of notification Notification through the Clearing System 16. REDENOMINATION Not applicable 17. LANGUAGE OF CONDITIONS ( 17) English only 18. PROVISIONS FOR CREDIT LINKED SECURITIES GOVERNED BY ENGLISH LAW Not applicable 19. OTHER FINAL TERMS Not applicable. 6

7 Part II: Additional Information 1. ADMISSION TO TRADING, LISTING AND DEALING ARRANGEMENTS Listing and admission to trading Expected date of admission Regulated markets or equivalent markets on which, to the knowledge of the Issuer, Securities of the same class of the Securities to be offered or admitted to trading are already admitted to trading No 2. RATINGS The Securities have not been rated 3. INTEREST OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save for the fees payable to Deutsche Bank AG, London Branch as dealer (the "Dealer"), so far as the Issuer is aware, no person involved in the issue or offering of the Securities has an interest material to the issue or the offering with the exception of the Distributor (as defined at paragraph 7 below) who will receive a commission of not less than 0.50% up to a maximum of 3.00% of the aggregate principal amount of Securities placed by it on the Issue Date and a subscription fee from investors of 1.00 per cent. of the Issue Price (as described at paragraph 7 below) per Security. 4. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED / ADMITTED TO TRADING Estimated net proceeds Up to USD 50,000, YIELD Method of calculating the yield 6. INFORMATION ON THE PERFORMANCE OF THE UNDERLYING Historic Interest Rates For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They do not include the fees payable to the Dealer or the Distributor. Information as to past and further performance and volatility of the 3 month USD LIBOR BBA can be obtained from various internationally recognised published or electronically displayed sources, for example Bloomberg. Investors are advised that the historical performance of the 3 month USD LIBOR BBA is not indicative of its future performance. 7. TERMS AND CONDITIONS OF THE OFFER Applicable Offer Period An offer of the Securities will be made through Deutsche Bank NV/SA of Avenue Marnix 13-15, 1000 Brussels, Belgium (the "Distributor") in the Kingdom of Belgium, from 19 October 2011 to 29 November 2011 (the Offer Period ). 7

8 Offer Price Conditions to which the offer is subject The time period, including any possible amendments, during which the Offer will be open and description of the application process The Dealer has offered the Securities to the Distributor at the Issue Price less the Distribution Fee. The Distributor will offer the Securities to investors at the Issue Price plus the Other Fee. In the event during the Offer Period the requests exceed the amount of the offer destined to prospective investors, equal to 25,000 Securities, the Issuer will proceed to early terminate the Offer Period and will immediately suspend the acceptance of further requests. The Offer of the Securities is conditional on their issue. The Issuer will in its sole discretion determine the final amount of Securities issued up to a limit of USD 50,000,000. The final Aggregate Principal Amount of the Securities issued will be determined by the Issuer in light of prevailing market conditions, and in its sole and absolute discretion depending on the number of Securities which have been agreed to be purchased as of 29 November The Issuer reserves the right to withdraw the offer and/or cancel the issuance of the Securities for any reason at any time on or prior to the Issue Date. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise purchase any Securities. The Offer will be open during the Offer Period. Applications for the Securities can be made in the Kingdom of Belgium through the Distributor in accordance with the Distributor's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer in relation to the subscription for the Securities. Details of the minimum and/or maximum amount of application Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering the Securities The minimum allocation per investor will be equal to USD 2,000 in principal amount of the Securities. The maximum allocation of Securities will be subject only to availability at the time of the application. The Securities will be issued on the Issue Date against payment to the Issuer through the Distributor of the net subscription moneys. Each investor will be notified by the Distributor of the settlement arrangements in respect of the Securities at the time of such investor's application. Manner and date in which results of the offer are to be made public The precise Aggregate Principal Amount of Securities to be issued will be published on the website of the Luxembourg Stock Exchange ( in accordance with Article 10 of the Luxembourg Law on Prospectuses for Securities on or around the Issue Date 8

9 The results of the offer will be available from the Distributor following the end of the Offer Period and prior to the Issue Date. Procedure for exercise of any right of pre emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Securities are offered Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made Offers may be made by the Distributor in the Kingdom of Belgium to any person. Qualified Investors may be assigned only those Securities remaining after the allocation of all the Securities requested by the public in the Kingdom of Belgium during the Offer Period. Offers (if any) in other EEA countries will only be made by the Dealer or a Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus. Each investor will be notified by the Distributor of its allocation of Securities after the end of the Offer Period and before the Issue Date. There are no pre-identified allotment criteria. The Distributor will adopt allotment criteria that ensures equal treatment of prospective investors. All of the Securities requested through the Distributor during the Offer Period will be assigned up to the maximum amount of the Offer. No dealings in the Securities may take place prior to the Issue Date. Amount of any expenses and taxes specifically charged to the subscriber or purchaser The Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser. For details of the Offer Price which includes the commissions and fees payable to the Distributor see the section above entitled "Offer Price". For details of the tax regime applicable to subscribers in the Kingdom of Belgium, see the Schedule hereto. 8. DISTRIBUTION Method of distribution If non-syndicated name and address of relevant Dealer: Date of Subscription Agreement Management details including form of commitment Distribution Fee Other Fee Stabilising Dealer/Manager Non-syndicated Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Not less than 0.50% up to a maximum of 3.00 per cent. The Distributor will charge investors a subscription fee per Security of up to 1.00 per cent. of the Issue Price None 9

10 Non exempt Offer 9. SECURITIES IDENTIFICATION NUMBERS An offer of the Securities may be made by the Distributor other than pursuant to Article 3(2) of the Prospectus Directive in the Kingdom of Belgium ("Public Offer Jurisdiction") during the Offer Period. See further Paragraph 7 of this Part II above. Common Code ISIN Code XS EUROSYSTEM ELIGIBILITY Intended to be held in a manner which would allow Eurosystem eligibility. No 11. ADDITIONAL TAX INFORMATION See the Schedule hereto. 12. ADDITIONAL TRANSFER AND SELLING RESTRICTIONS Not applicable The Issuer accepts responsibility for the information contained in the Final Terms as set out in the Responsibility Statement on page 2 of the Prospectus provided that, with respect to any information included herein and specified to be sourced from a third party (i) the Issuer confirms that any such information has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from information available to it from such third party, no facts have been omitted, the omission of which would render the reproduced information inaccurate or misleading and (ii) the Issuer has not independently verified any such information and accepts no responsibility for the accuracy thereof. Deutsche Bank Aktiengesellschaft acting through its London Branch By: _ By: Duly authorised Duly authorised 10

11 SCHEDULE BELGIAN TAXATION The following description is only a summary of current Belgian tax law which can change over time. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular holder of the Securities including tax considerations that arise from rules of general application or that are generally assumed to be known to holders of the Securities. It is not intended to be, nor should it be construed to be, legal or tax advice. Prospective holders of the Securities who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than Belgium should seek their own professional advice. Any interest coupon as well as any amount paid by the Issuer in excess of the issuance price of Securities is characterised as a payment of interest as defined by Belgian tax law. Any return earned on the Securities and paid or attributed through a paying agent in Belgium will in principle be subject to Belgian withholding tax on the gross amount of the interest income, currently at the rate of 15 per cent. Withholding tax Belgian resident individuals For private individuals subject to Belgian personal income tax and who are not holding the Securities as a professional investment, all interest payments will be subject to Belgian withholding tax at a rate of 15% if the payment is made through a Belgian intermediary. Belgian resident companies Interest paid to Belgian resident companies (or to Belgian branches of foreign companies) through a financial intermediary established in Belgium will generally be subject to Belgian withholding tax. However, an exemption will apply provided that the investor delivers to the an appropriate certificate to the withholding agent. The current applicable withholding tax rate is 15 per cent. Belgian non-profit legal entities For Belgian resident investors subject to the non-profit legal entities tax (impôt des personnes morales / rechtspersonenbelasting), all interest payments will be subject to Belgian withholding tax at a rate of 15%. if the payment is made through a Belgian intermediary. If the payment is not made through a Belgian intermediary and withholding tax is not withheld, the investor must file a tax return stating the interest received. In such case the interest will be subject to a tax of 15% to be paid by the legal entity itself. Income tax Belgian resident individuals For Belgian resident individuals (i.e., residents of Belgium who are subject to Belgian personal income tax) who hold the Securities as a private investment, any withholding tax which is levied through a financial intermediary in Belgium on the interest will constitute the final income tax burden in respect of such income. In that case the investors do not need to report the interest income in their annual income tax return. If the payment is not made through a Belgian intermediary and withholding tax is not withheld, the investors must report the interest income in their annual income tax return and pay tax thereon at the flat rate of 15 per cent plus local surcharges. However, following a recent decision of the European Court of Justice (decision of 1 July 2010 in case C-233/09) holders of debt securities issued by an entity located in the European Economic Area are entitled to claim an exemption from such local surcharges which can be done upfront (at source) if sufficient details are provided regarding the residence of the issuer in the EEA or through a refund procedure that is subject to the fulfilment of certain formalities (see Circular Letter dated 19 October 2010). Belgian resident individuals are in principle not liable to income tax on capital gains realised upon the disposal of the Securities, provided that the Securities have not been used for their professional activity and that the capital gain is realised within the framework of the normal management of their private estate and is not speculative in nature. Capital losses realised upon disposal of the Securities held as a non-professional investment are in principle not tax deductible. 11

12 Belgian resident companies Belgian resident companies (i.e., residents of Belgium who are subject to Belgian corporate income tax), are liable to corporate income tax on the interest under the Securities and the capital gains realised upon the disposal of the Securities. The current standard corporate income tax rate in Belgium is per cent. Belgian withholding tax, if any, can in principle be set off against the corporate income tax liability pro rata the detention period, provided certain conditions are fulfilled. Capital losses realized upon the disposal of the Securities are in principle tax deductible. Belgian resident non-profit legal entities For Belgian resident non-profit legal entities (i.e., residents of Belgium who are subject to Belgian non-profit legal entities tax), the 15 per cent. withholding tax levied or paid on the interest will constitute the final tax burden in respect of such income. In the absence of such withholding tax, they will need to pay the withholding tax themselves, which discharges the non-profit legal entities tax. Belgian non-profit legal entities are not liable to income tax on capital gains realised upon the disposal of the Securities. Capital losses realized upon disposal of the Securities are in principle not tax deductible. Tax on stock exchange transactions The issuance of the Securities (primary market) is not subject to the tax on stock exchange transactions. The sale and purchase of the Securities (secondary market) executed in Belgium through a financial intermediary will trigger the tax on stock exchange transactions. The tax is due at a rate of 0.17 per cent. (due on each sale and acquisition separately) with a maximum of EUR 500 per party and per transaction. An exemption is available when no Belgian intermediary intervenes in the transaction or when the party concerned qualifies as a Belgian institutional investor or as anon-resident of Belgium, acting for their own account, provided that certain formalities are respected. The EU Savings Directive Under EC Council Directive 2003/48/EC (the "Directive") on the taxation of savings income, Member States are required to provide to the tax authorities of other Member States details of payments of interest (or income assimilated thereto) paid by a paying agent within its jurisdiction to an individual beneficial owner, resident in that other Member State or to certain types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria may instead (unless during that period they elect otherwise or unless the beneficial owner consents to the application of exchange of information) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-eu countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. The European Parliament approved an amended version of this proposal on 24 April If any of the proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above. From 1 July 2005 to 31 December 2009, Belgium operated a withholding system in relation to such payments. However, since 1 January 2010, Belgium has replaced the withholding tax system with the automatic exchange of information system by implementing the Belgian Royal Decree of 27 September

13 ANNEX TERMS AND CONDITIONS OF THE NOTES This Series of Notes is issued pursuant to an Agency Agreement dated 18 February 2011 (as such agreement may be amended and/or supplemented and/or restated from time to time, the "Agency Agreement") between Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or the "Issuer") and Deutsche Bank Aktiengesellschaft acting through its London Branch as fiscal agent (the "Fiscal Agent", which expression shall include any successor fiscal agent thereunder) and the other parties named therein. Copies of the Agency Agreement may be obtained free of charge at the specified office of the Fiscal Agent, at the specified office of any Paying Agent and at the head office of the Issuer. The Securityholders and the Couponholders are entitled to the benefit of the Deed of Covenant (the "Deed of Covenant") dated 2 March 2009 and made by the Issuer. The original of the Deed of Covenant is held by the common depository of the Clearing Systems. 1 CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS (1) Currency and Denomination. This Series of Notes (the "Securities") of the Issuer acting through its London Branch is being issued in United States dollars (the "Specified Currency" and "USD") in the aggregate principal amount of up to USD 50,000,000 (in words: fifty million United States dollars) in a denomination of USD 2,000 (the "Specified Denomination"). The "Calculation Amount" in respect of each Security shall be USD 2,000. (2) Form. The Securities are being issued in bearer form and on issue will be represented by one or more global Securities (each a "Global Security"). (3) Temporary Global Security Exchange. (a) (b) (c) The Securities are initially issued in the form of a temporary global security (a "Temporary Global Security") without coupons. The Temporary Global Security will be exchangeable for a permanent global security (the "Permanent Global Security") without interest coupons. The Temporary Global Security shall be delivered on or prior to the original issue date of the Securities to a common depositary (the "Common Depositary") for the Clearing Systems. Whilst any Security is represented by a Temporary Global Security, payments of principal, interest (if any) and any other amount payable in respect of the Securities due prior to the Exchange Date (as defined below) will be made against presentation of the Temporary Global Security only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Security are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by the relevant Clearing System and the relevant Clearing System has given a like certification (based on the certifications it has received) to the Fiscal Agent. The Temporary Global Security shall be exchangeable (free of charge) upon a request as described therein, on and after the date (the "Exchange Date") which is forty days after the Temporary Global Security is issued, for interests in the Permanent Global Security against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Security will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification of beneficial ownership, exchange of the Temporary Global Security for an interest in the Permanent Global Security is improperly withheld or refused. 13

14 (d) The Permanent Global Security will be exchangeable (free of charge), in whole but not in part, for individual Securities in the Specified Denomination in definitive form ("Definitive Securities") with coupons ("Coupons") attached only upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that (i) an Event of Default (as defined in 10) has occurred and is continuing, (ii) the Issuer has been notified that the Clearing Systems have been closed for business for a continuous period of fourteen days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Securities represented by the Permanent Global Security in definitive form. The Issuer will promptly give notice to Securityholders in accordance with 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, the relevant Clearing System (acting on the instructions of any holder of an interest in such Permanent Global Security) may give notice to the Fiscal Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Fiscal Agent requesting exchange. Any such exchange shall occur not later than forty-five days after the date of receipt of the first relevant notice by the Fiscal Agent. (4) Clearing System. The Temporary Global Security and the Permanent Global Security will be held by a common depositary by or on behalf of a Clearing System until, in the case of the Permanent Global Security, all obligations of the Issuer under the Securities have been satisfied. "Clearing System" means each of the following: Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank S.A./N.V. ("Euroclear") and any successor in such capacity. For so long as any of the Securities is represented by a Global Security deposited with any Clearing System or with any (common) depositary or (common) safekeeper for such Clearing System(s), each person (other than the Clearing System(s)) who is for the time being shown in the records of the Clearing System(s) as the holder of a particular nominal amount of such Securities (in which regard any certificate or other document issued by the Clearing System(s) as to the nominal amount of such Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Fiscal Agent, the Paying Agent(s) and the Calculation Agent as the holder of such nominal amount of such Securities for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Securities, for which purpose the bearer of the relevant Global Security shall be treated by the Issuer, the Fiscal Agent, the Paying Agent(s) and the Calculation Agent as the holder of such nominal amount of such Securities in accordance with and subject to the terms of the relevant Global Security and the expressions "Securityholder" and "holder of Securities" and related expressions shall be construed accordingly. (5) Securityholder. "Securityholder" means, in relation to any Securities, the holders of the Securities and shall, in relation to any Securities represented by a Global Security, be construed as provided in paragraph (4) above. (6) References to Securities. References in these Conditions to the "Securities" include (unless the context otherwise requires) references to any global security representing the Securities and any Definitive Securities and the Coupons appertaining thereto. 2 STATUS Status. The obligations under the Securities constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer except for any obligations preferred by law. 14

15 3 INTEREST (1) Interest. Each Security bears interest from (and including) 30 November 2011 (the Interest Commencement Date ) calculated as provided below. Interest will accrue in respect of each Interest Period. (2) Interest Payment Dates. Interest will be payable in arrear on 28 or 29 February, 30 May, 30 August and 30 November in each year starting on 29 February 2012 in each year up to (and including) the Maturity Date, (as defined in 5 (1)) (each such date, an Interest Payment Date ). If there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day. (3) Interest Amount. The amount of interest (each an Interest Amount ) payable in respect of each Specified Denomination for an Interest Period shall be an amount calculated by the Calculation Agent equal to the product of (a) the Specified Denomination, (b) the Rate of Interest and (c) the Day Count Fraction, in each case for such Interest Period, such amount to be rounded to the nearest sub-unit of the Specified Currency with 0.5 of a sub-unit being rounded upwards. (4) Rate of Interest. Subject to Paragraph (5) below, the rate of interest (the "Rate of Interest") for each Interest Period shall be the Reference Rate. (5) Minimum Rate of Interest. If the Rate of Interest in respect of any Interest Period determined in accordance with the above provisions is less than the Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be equal to the Minimum Rate of Interest. The Minimum Rate is zero per cent.. (6) Calculations and Determinations. Unless otherwise specified in this 3, all calculations and determinations made pursuant to this 3 shall be made by the Calculation Agent. The Calculation Agent will, on or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest. (7) Notification of Rate of Interest and Interest Amount. The Calculation Agent will cause the Rate of Interest and each Interest Amount for each Interest Period to be notified to the Issuer and to the Securityholders in accordance with 13 as soon as possible after their determination and if required by the rules of any stock exchange on which the Securities are from time to time listed, to such stock exchange as soon as possible after their determination, but in no event later than the fourth London and New York City Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to any stock exchange on which the Securities are then listed and to the Securityholders in accordance with 13. (8) Determinations Binding. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this 3 by the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Fiscal Agent, the Paying Agents and the Securityholders. (9) Accrual of Interest. Each Security shall cease to bear interest from the expiry of the day preceding the day on which it is due for redemption, unless payment of principal is improperly withheld or refused. If the Issuer shall fail to redeem each Security when due, interest shall continue to accrue on the outstanding principal amount of such Security from (and including) the due date for redemption until (but excluding) the earlier of (i) the date on which all amounts due in respect of such Security have been paid, and (ii) five days after the date on which the full amount of the moneys payable in respect of such Security has been received by the Fiscal Agent. 15

16 (10) General Definitions applicable to Floating Rate and other variable rate Securities. Business Day means a day (other than Saturday or Sunday) 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 and New York City. Day Count Fraction means, in respect of an Interest Period, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: Day Count Fraction = [360 (Y 2 Y 1 )]+[30 (M 2 M 1 )]+(D 2 D 1 ) 360 where: Y 1 is the year, expressed as a number, in which the first day of the Interest Period falls; Y 2 is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls; M 1 is the calendar month, expressed as a number, in which the first day of the Interest Period falls; M 2 is the calendar month, expressed as number, in which the day immediately following the last day included in the Interest Period falls; D 1 is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D 1, will be 30; and D 2 is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D 1 is greater than 29, in which case D 2 will be 30. Interest Determination Day means the second London Business Day prior to the commencement of the relevant Interest Period. Interest Period means the period from (and including) the Interest Commencement Date to (but excluding) the first Interest Period End Date and thereafter from (and including) an Interest Period End Date to (but excluding) the next following Interest Period End Date (each such later date the Interest Period End Date for the relevant Interest Period). Interest Period End Date means 28 or 29 February, 30 May, 30 August and 30 November in each year starting on 29 February 2011 up to (and including) the Maturity Date. The Reference Rate is the offered quotation (expressed as a percentage rate per annum) for deposits in the Specified Currency for the relevant Interest Period which appears on the Screen Page as of 11:00 a.m. (London time) on the Interest Determination Day Plus 1.20 per cent. per annum (the Margin ), all as determined by the Calculation Agent. Screen Page means Reuters Page LIBOR01 or the relevant successor page on that service or on any other service as may be nominated as the information vendor for the purposes of displaying rates or prices comparable to the relevant offered quotation. If the Screen Page is not available or if no such quotation appears as at such time, the Calculation Agent shall request each of the Reference Banks (as defined below) to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for deposits in the Specified Currency for the relevant Interest Period and in a representative amount to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on the relevant Interest Determination Day. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Reference Rate for such 16

17 Interest Period shall be the arithmetic mean (rounded if necessary to the nearest one thousandth of a percentage point, with , all as determined by the Calculation Agent. If on the relevant Interest Determination Day only one or none of the selected Reference Banks provides the Calculation Agent with such offered quotations as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines as being the arithmetic mean (rounded if necessary to the nearest one thousandth of a percentage point, with being rounded upwards) of the rates, as communicated to (and at the request of) the Calculation Agent by major banks in the London interbank market selected by the Calculation Agent acting in good faith, at which such banks offer, as at 11:00 a.m. (London time) on the relevant Interest Determination Day, loans in the Specified Currency for the relevant Interest Period and in a representative amount to leading European banks plus the Margin. Reference Banks means four major banks in the London interbank market. London Business Day means any day on which commercial banks are open for general business (including dealings in foreign exchange and currency) in London. 4 PAYMENTS (1) (a) Payment of Principal. For so long as the Securities are represented by a Global Security, payment of principal in respect of the Securities shall be made, subject to paragraph (2), against presentation and (except in the case of partial payment) surrender of the Global Security at the time of payment at the specified office of the Fiscal Agent outside the United States. A record of payment of principal will be made on the Global Security by the Fiscal Agent. Payment of principal in respect of Definitive Securities shall be made, subject to paragraph (2), against presentation and (except in the case of partial payment where the Security shall be endorsed) surrender of the relevant Definitive Security to the Fiscal Agent or to any other Paying Agent outside the United States. (b) Payment of Interest. For so long as the Securities are represented by a Global Security, payment of interest on Securities shall be made, subject to paragraph (2), against presentation of the Global Security at the specified office of the Fiscal Agent outside the United States. A record of payment of interest will be made on the Global Security by the Fiscal Agent. Payment of interest on Definitive Securities shall be made, subject to paragraph (2), against presentation and (except in the case of partial payment where the Coupon shall be endorsed) surrender of the relevant Coupons or, in the case of Securities in respect of which Coupons have not been issued, or, in the case of interest due otherwise than on a scheduled date for the payment of interest, against presentation of the relevant Definitive Securities, at the specified office of the Fiscal Agent outside the United States or at the specified office of any other Paying Agent outside the United States. (c) Surrender of Coupons. Each Security delivered with Coupons attached thereto must be presented and, except in the case of partial payment of the redemption amount, surrendered for final redemption together with all unmatured Coupons relating thereto, failing which all unmatured Coupons relating to such Definitive Security (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them. (2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments of amounts due in respect of the Securities shall be made in the freely negotiable and convertible currency, by U.S. 17

18 dollar cheque drawn on a bank in the United States or, at the option of the payee, by transfer to a U.S. dollar account maintained by the payee with a bank outside the United States. (3) United States. For purposes of 1(3) this 4 and 9(2), "United States" means the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands). (4) Discharge. For so long as the Securities are represented by a Global Security, the Issuer shall be discharged by payment to, or to the order of, the holder of the Global Security in respect of the amount to be paid. Each of the persons shown in the records of the relevant Clearing System as the beneficial holder of a particular principal amount of Securities represented by the Global Security must look solely to the relevant Clearing System for its share of each payment made by the Issuer to, or to the order of, the holder of such Global Security. In the case of Definitive Securities, the Issuer shall be discharged by payment to the bearer of the Securities. Notwithstanding the foregoing provisions of this 4, if any amount of principal and/or interest in respect of the Securities is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of the Securities will be made at the specified office of a Paying Agent in the United States if: (i) (ii) (iii) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Securities in the manner provided above when due: payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer. (5) Payment Business Day. If the date for payment of any amount in respect of any Security is not a Payment Business Day then the Securityholder shall not be entitled to payment until the next following Payment Business Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, "Payment Business Day" means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and New York City and, in the case of Definitive Securities only, the relevant place of presentation. (6) References to Principal. References in these Conditions to principal in respect of the Securities shall be deemed to include, as applicable: the Redemption Amount; the Early Redemption Amount; and any premium and any other amounts which may be payable under or in respect of the Securities. 5 REDEMPTION (1) Redemption at Maturity. Each principal amount of Securities equal to the Calculation Amount shall be redeemed at the Redemption Amount (as defined in 6) on 30 November 2016 (the "Maturity Date"), subject to adjustment in accordance with 3 (2). (2) Early Redemption Amount. For purposes of paragraph (3) and 10, the early redemption amount of each Calculation Amount (the "Early Redemption Amount") shall be equal to its fair market value less Early Redemption Unwind Costs. The fair market value shall be determined by the Calculation Agent in its 18

19 reasonable discretion. For the purpose of determining the fair market value no account shall be taken of the financial condition of the Issuer, which shall be presumed to perform fully its obligations in respect of the Securities. (3) Redemption for Illegality. In the event that the Calculation Agent determines in good faith that the performance of the Issuer s obligations under the Securities or that any arrangements made to hedge the Issuer s obligations under the Securities has or will become unlawful, illegal or otherwise prohibited in whole or in part as a result of compliance with any applicable present or future law, rule, regulation, judgment, order or directive of any governmental, administrative, legislative or judicial authority or power, or in the interpretation thereof, the Issuer having given not less than 10 nor more than thirty days notice to Securityholders in accordance with 13 (which notice shall be irrevocable), may, on expiry of such notice, redeem all, but not some only, of the Securities, each Security being redeemed at the Early Redemption Amount together with interest accrued to the date of redemption. (4) Definitions. For the purposes hereof: "Early Redemption Unwind Costs" means an amount determined by the Calculation Agent equal to the sum of (without duplication) all costs, expenses (including loss of funding), tax and duties incurred by the Issuer in connection with the redemption of the Securities and the related termination, settlement or re-establishment of any hedge or related trading position, such amount to be apportioned pro rata amongst each principal amount of Securities equal to the Calculation Amount. 6 TERMS FOR CALCULATION OF REDEMPTION AMOUNT The "Redemption Amount" in respect of each principal amount of Securities equal to the Calculation Amount shall be an amount equal to the Calculation Amount. 7 THE FISCAL AGENT, THE PAYING AGENTS AND THE CALCULATION AGENT (1) Appointment. The Fiscal Agent, the Paying Agents and the Calculation Agent and their respective offices are: Fiscal Agent: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom (the "Fiscal Agent") Paying Agents: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom (the "Paying Agent") The Calculation Agent and its initial Specified office shall be: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB (the "Calculation Agent"). 19