Obligation Deutsch Bank New York 0% ( US251526CN70 ) en USD

Deutsch Bank New York

100 % ▲

Allemagne

US251526CN70 ( en USD )

02/03/2029

Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US251526CN70 en USD 0%, échéance 02/03/2029

150 000 USD

300 000 000 USD

251526CN7

BBB- ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Deutsche Bank (New York Branch) est une filiale américaine de Deutsche Bank AG, offrant une gamme complète de services bancaires d'investissement et de gestion de fortune aux clients institutionnels et privés.

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526CN70, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/03/2029

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526CN70, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526CN70, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp161749_424b2-3129.htm FORM 424B2
Pricing Supplement No. 3129
Registration Statement No. 333258403
To prospectus supplement dated August 3, 2021 and
Rule 424(b)(2)
prospectus dated August 3, 2021
Deutsche Bank AG
$300,000,000 Floating Rate Eligible Liabilities Senior Notes due November 16, 2027
General

The Floating Rate Eligible Liabilities Senior Notes due November 16, 2027 (the "notes") pay interest
quarterly at a variable rate per annum equal to Compounded SOFR (as defined below) plus 1.219%. We
may, in our sole discretion, redeem the notes in whole, but not in part, on November 16, 2026. All payments
on the notes, including interest payments and the repayment of principal at maturity, are subject to the
credit of the Issuer.

Unsecured, unsubordinated senior non-preferred obligations of Deutsche Bank AG due November 16, 2027

Minimum denominations of $150,000 and integral multiples of $1,000 (the "Principal Amount") in excess
thereof

The notes priced on November 10, 2021 (the "Trade Date") and are expected to settle on November 16,
2021 (the "Settlement Date"). Delivery of the notes in book-entry form only will be made through The
Depository Trust Company ("DTC").
Key Terms
Issuer:
Deutsche Bank AG New York Branch
Issue Price:
100.00%
Interest Rate:
Compounded SOFR plus the Spread, payable quarterly in arrears on each Interest
Payment Date, based on an Actual/360 day count convention. In no case will the amount
payable on any Interest Payment Date be less than zero.
Compounded SOFR:
A compounded average of daily SOFR determined for each quarterly Interest Period in
accordance with the specific formula described under "Description of the Notes--Interest
Rates--Secured Overnight Financing Rate (SOFR)" in the accompanying prospectus
supplement.
Spread:
1.219%
Interest Periods:
Each period from, and including, an Interest Payment Date (or the Settlement Date in the
case of the first Interest Period) to, but excluding, the following Interest Payment Date (or
the Maturity Date in the case of the final Interest Period).
(Key Terms continued on next page)
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page PS5 of the
accompanying prospectus supplement and page 20 of the accompanying prospectus and "Selected Risk
Considerations" beginning on page PS6 of this pricing supplement.
By acquiring the notes, you will be bound by and will be deemed irrevocably to consent to the imposition of
any Resolution Measure (as defined below) by the competent resolution authority, which may include the
write down of all, or a portion, of any payment on the notes or the conversion of the notes into ordinary
shares or other instruments of ownership. In a German insolvency proceeding or in the event of the
imposition of Resolution Measures with respect to the Issuer, certain specifically defined senior unsecured
debt instruments, including the notes, would rank junior to, without constituting subordinated debt, all
other outstanding unsecured unsubordinated obligations of the Issuer, including some of the other senior
debt securities issued by the Issuer, and would be satisfied only if all such other senior unsecured
unsubordinated obligations of the Issuer have been paid in full. If any Resolution Measure becomes
applicable to us, you may lose some or all of your investment in the notes. Please see "Resolution
Measures and Deemed Agreement" on page PS3 of this pricing supplement for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the
accompanying prospectus supplement or prospectus. Any representation to the contrary is a criminal offense.
Discounts and
Price to Public
Commissions(1)
Proceeds to Us
Per Note
100.00%
0.325%
99.675%

Total
$300,000,000
$975,000
$299,025,000
(1) For more detailed information about discounts and commissions, please see "Supplemental Plan of Distribution
(Conflicts of Interest)" in this pricing supplement.
Deutsche Bank Securities Inc. ("DBSI"), an agent for this offering, is our affiliate. For more information, see
"Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement.
The notes are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other U.S. or foreign governmental agency or instrumentality.
Deutsche Bank Securities
November 10, 2021

(Key Terms continued from previous page)
Interest Payment Dates:February 16, May 16, August 16 and November 16 of each year, beginning on February
16, 2022 and ending on the Maturity Date; provided that if any scheduled Interest Payment
Date (other than the Maturity Date) is not a Business Day, it will be postponed to the
following Business Day, except that, if that Business Day would fall in the next calendar
month, the Interest Payment Date will be the immediately preceding Business Day. If the
scheduled final Interest Payment Date (i.e., the Maturity Date) falls on a day that is not a
Business Day, the payment of principal and interest will be made on the next succeeding
Business Day, but interest on that payment will not accrue from and after the scheduled
final Interest Payment Date.
Interest Calculation:
In respect of each Interest Period, the amount of interest accrued and payable on the notes
will be equal to the product of (i) the outstanding Principal Amount of the notes multiplied
by (ii) the product of (a) the Interest Rate for such Interest Period multiplied by (b) the
quotient of the actual number of calendar days in such Interest Period divided by 360. See
"Description of the Notes--Interest Rates--Secured Overnight Financing Rate (SOFR)" in
the accompanying prospectus supplement.
Observation Period:
In respect of each Interest Period, the period from, and including, the date two U.S.
Government Securities Business Days preceding the first date in such Interest Period to,
but excluding, the date two U.S. Government Securities Business Days preceding the
Interest Payment Date for such Interest Period.
Early Redemption:
We have the right to redeem the notes in whole, but not in part, at 100% of the Principal
Amount together with any accrued but unpaid interest on the Call Date by giving not less
than 5 Business Days' prior notice, subject to regulatory approval. If the scheduled Call
Date is not a Business Day, it will be postponed to the following Business Day.
U.S. Government
Any day except for a Saturday, Sunday or a day on which the Securities Industry and
Securities Business
Financial Markets Association (or any successor thereto) recommends that the fixed
Day:
income departments of its members be closed for the entire day for purposes of trading in
U.S. government securities.
Business Day:
Any day other than a day that is (i) a Saturday or Sunday, (ii) a day on which banking
institutions generally in the City of New York are authorized or obligated by law, regulation
or executive order to close, (iii) a day on which transactions in U.S. dollars are not
conducted in the City of New York or (iv) a day on which TARGET2 is not operating
Trade Date:
November 10, 2021
Settlement Date:
November 16, 2021
Call Date:
November 16, 2026
Maturity Date:
November 16, 2027
Listing:
The notes will not be listed on any securities exchange.
CUSIP / ISIN:
251526CN7 / US251526CN70
PS-2

RESOLUTION MEASURES AND DEEMED AGREEMENT
On May 15, 2014, the European Parliament and the Council of the European Union adopted a directive
establishing a framework for the recovery and resolution of credit institutions and investment firms (Directive
2014/59/EU, as amended the "Bank Recovery and Resolution Directive" or the "BRRD"), which was
implemented into German law by the German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz,
or, as amended, the "Resolution Act"), which became effective on January 1, 2015. The BRRD and the Resolution
Act provided national resolution authorities with a set of resolution powers to intervene in the event that a bank is
failing or likely to fail and certain other conditions are met. From January 1, 2016, the power to initiate resolution
measures applicable to significant banking groups (such as Deutsche Bank Group) in the European Banking Union
was transferred to the European Single Resolution Board which, based on the European Union regulation
establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment
firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (Regulation (EU) No
806/2014, as amended, the "SRM Regulation"), works in close cooperation with the European Central Bank, the
European Commission and the national resolution authorities. Pursuant to the SRM Regulation, the Resolution Act
and other applicable rules and regulations, the notes may be subject to any Resolution Measure by the competent
resolution authority if we become, or are deemed by the competent supervisory authority to have become, "non-
viable" (as defined under the then-applicable law) and are unable to continue our regulated banking activities
without a Resolution Measure becoming applicable to us.
By acquiring the notes, you will be bound by and will be deemed irrevocably to consent to the provisions set
forth in the accompanying prospectus, which we have summarized below. Under the relevant resolution laws and
regulations as applicable to us from time to time, the notes may be subject to the powers exercised by the
competent resolution authority to: (i) write down, including to zero, any payment on the notes; (ii) convert the notes
into ordinary shares of (a) the Issuer, (b) any group entity or (c) any bridge bank or other instruments of ownership
of such entities qualifying as common equity tier 1 capital (and the issue to or conferral on the holders (including the
beneficial owners) of such ordinary shares or instruments); and/or (iii) apply any other resolution measure including,
but not limited to, any transfer of the notes to another entity, the amendment, modification or variation of the terms
and conditions of the notes or the cancellation of the notes. The write-down and conversion powers are commonly
referred to as the "bail-in tool" and the bail-in tool and each of the other resolution measures are hereinafter referred
to as a "Resolution Measure." A "group entity" refers to an entity that is included in the corporate group subject to
a Resolution Measure. A "bridge bank" refers to a newly chartered German bank that would receive some or all of
our equity securities, assets, liabilities and material contracts, including those attributable to our branches and
subsidiaries, in a resolution proceeding.
Furthermore, by acquiring the notes, you:

are deemed irrevocably to have agreed, and you will agree: (i) to be bound by, to acknowledge and to
accept any Resolution Measure and any amendment, modification or variation of the terms and
conditions of the notes to give effect to any Resolution Measure; (ii) that you will have no claim or other
right against us arising out of any Resolution Measure; and (iii) that the imposition of any Resolution
Measure will not constitute a default or an event of default under the notes, under the Amended and
Restated Eligible Liabilities Senior Indenture dated August 3, 2021 among us, The Bank of New York
Mellon, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, authenticating
agent, issuing agent and registrar, as may be amended and supplemented from time to time (the
"Indenture"), or for the purposes of, but only to the fullest extent permitted by, the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act");

waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims
against the trustee and the paying agent, the issuing agent and the registrar (each, an "indenture
agent") for, agree not to initiate a suit against the trustee or the indenture agents in respect of, and
agree that the trustee and the indenture agents will not be liable for, any action that the trustee or any of
the indenture agents takes, or abstains from taking, in either case in accordance with the imposition of
a Resolution Measure by the competent resolution authority with respect to the notes; and
PS-3

will be deemed to have: (i) consented to the imposition of any Resolution Measure as it may be
imposed without any prior notice by the competent resolution authority of its decision to exercise such
power with respect to the notes; (ii) authorized, directed and requested DTC and any direct participant
in DTC or other intermediary through which you hold such notes to take any and all necessary action, if
required, to implement the imposition of any Resolution Measure with respect to the notes as it may be
imposed, without any further action or direction on your part or on the part of the trustee or the
indenture agents; and (iii) acknowledged and accepted that the Resolution Measure provisions
described herein and in the "Resolution Measures" section of the accompanying prospectus are
exhaustive on the matters described herein and therein to the exclusion of any other agreements,
arrangements or understandings between you and the Issuer relating to the terms and conditions of the
notes.
This is only a summary, for more information please see the accompanying prospectus dated August 3, 2021,
including the risk factors beginning on page 20 of such prospectus.
PS-4

SUMMARY
You should read this pricing supplement together with the prospectus supplement dated August 3, 2021
relating to our Eligible Liabilities Senior Notes, Series D of which these notes are a part and the prospectus dated
August 3, 2021. You may access these documents on the website of the Securities and Exchange Commission
(the "SEC") at.www.sec.gov as follows (or, if such address has changed, by reviewing our filings for the relevant
date on the SEC website):

Prospectus supplement dated August 3, 2021:
https://www.sec.gov/Archives/edgar/data/1159508/000095010321011860/crt_dp155597-424b2.pdf

Prospectus dated August 3, 2021:
https://www.sec.gov/Archives/edgar/data/1159508/000119312521235184/d205567d424b21.pdf
Our Central Index Key, or CIK, on the SEC website is 0001159508. As used in this pricing supplement, "we,"
"us" or "our" refers to Deutsche Bank AG, including, as the context requires, acting through one of its branches.
This pricing supplement, together with the documents listed above, contains the terms of the notes and
supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in this pricing supplement and in "Risk Factors" in the accompanying prospectus supplement and
prospectus. We urge you to consult your investment, legal, tax, accounting and other advisers before deciding to
invest in the notes.
In making your investment decision, you should rely only on the information contained or incorporated by
reference in this pricing supplement relevant to your investment and the accompanying prospectus supplement
and prospectus with respect to the notes offered by this pricing supplement and with respect to Deutsche Bank
AG. We have not authorized anyone to give you any additional or different information. The information in this
pricing supplement and the accompanying prospectus supplement and prospectus may only be accurate as of the
dates of each of these documents, respectively.
You should be aware that the regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") and
the laws of certain jurisdictions (including regulations and laws that require brokers to ensure that investments are
suitable for their customers) may limit the availability of the notes. This pricing supplement and the accompanying
prospectus supplement and prospectus do not constitute an offer to sell or a solicitation of an offer to buy the notes
under any circumstances in which such offer or solicitation is unlawful.
We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where such
offers and sales are permitted. Neither the delivery of this pricing supplement nor the accompanying
prospectus supplement or prospectus nor any sale made hereunder implies that there has been no
change in our affairs or that the information in this pricing supplement and accompanying prospectus
supplement and prospectus is correct as of any date after the date hereof.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this pricing supplement and the accompanying prospectus
supplement and prospectus and the purchase, offer or sale of the notes and (ii) obtain any consent,
approval or permission required to be obtained by you for the purchase, offer or sale by you of the notes
under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales; neither we nor the agents shall have any responsibility
therefor.
PS-5

SELECTED RISK CONSIDERATIONS
An investment in the notes involves risks. This section describes the most significant risks relating to the
notes. For a complete list of risk factors, please see the accompanying prospectus supplement and prospectus.

THE NOTES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG -- The notes are
unsecured and unsubordinated senior non-preferred obligations of Deutsche Bank AG and are not,
either directly or indirectly, an obligation of any third party. Any interest payments to be made on the
notes and the repayment of principal at maturity depend on the ability of Deutsche Bank AG to satisfy
its obligations as they become due. An actual or anticipated downgrade in Deutsche Bank AG's credit
rating or increase in the credit spreads charged by the market for taking Deutsche Bank AG's credit risk
will likely have an adverse effect on the value of the notes. As a result, the actual and perceived
creditworthiness of Deutsche Bank AG will affect the value of the notes. Any future downgrade could
materially affect Deutsche Bank AG's funding costs and cause the trading price of the notes to decline
significantly. Additionally, under many derivative contracts to which Deutsche Bank AG is a party, a
downgrade could require it to post additional collateral, lead to terminations of contracts with
accompanying payment obligations or give counterparties additional remedies. In the event Deutsche
Bank AG were to default on its payment obligations or become subject to a Resolution Measure, you
might not receive interest and principal payments owed to you under the terms of the notes and you
could lose your entire investment.

THE NOTES MAY BE WRITTEN DOWN, BE CONVERTED INTO ORDINARY SHARES OR OTHER
INSTRUMENTS OF OWNERSHIP OR BECOME SUBJECT TO OTHER RESOLUTION MEASURES.
YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IF ANY SUCH MEASURE BECOMES
APPLICABLE TO US -- Pursuant to the SRM Regulation, the Resolution Act and other applicable
rules and regulations described above under "Resolution Measures and Deemed Agreement," the
notes are subject to the powers exercised by the competent resolution authority to impose Resolution
Measures on us, which may include: (i) writing down, including to zero, any claim for payment on the
notes; (ii) converting the notes into ordinary shares of (x) the Issuer, (y) any group entity or (z) any
bridge bank or other instruments of ownership of such entities qualifying as common equity tier 1
capital (and the issue to or conferral on the holders (including the beneficial owners) of such ordinary
shares or instruments); or (iii) applying any other resolution measure including, but not limited to,
transferring the notes to another entity, amending, modifying or varying the terms and conditions of the
notes or cancelling the notes. The competent resolution authority may apply Resolution Measures
individually or in any combination. Imposition of a Resolution Measure would likely occur if the
competent supervisory authority determines that we are failing or likely to fail and that certain other
conditions are met (as set forth under the applicable law). The BRRD, the Resolution Act and, as
applicable, the SRM Regulation are intended to eliminate the need for public support of troubled banks,
and you should be aware that public support, if any, would only potentially be used by the competent
supervisory authority as a last resort after having assessed and exploited, to the maximum extent
practicable, the resolution tools, including the bail-in tool.
By acquiring the notes, you would have no claim or other right against us arising out of any Resolution
Measure and we would have no obligation to make payments under the notes following the imposition of
such Resolution Measure. In particular, the imposition of any Resolution Measure will not constitute a
default or an event of default under the notes, under the Indenture or for the purposes of, but only to the
fullest extent permitted by, the Trust Indenture Act. Furthermore, it will be difficult to predict when, if at
all, a Resolution Measure might become applicable to us in our individual case. Accordingly, secondary
market trading in the notes may not follow the trading behavior associated with similar types of
securities issued by other financial institutions which may be or have been subject to a Resolution
Measure.
In addition, by your acquisition of the notes, you waive, to the fullest extent permitted by the Trust
Indenture Act and applicable law, any and all claims against the trustee and the indenture agents for,
agree not to initiate
PS-6

a suit against the trustee or the indenture agents in respect of, and agree that the trustee and the
indenture agents will not be liable for, any action that the trustee or the indenture agents take, or abstain
from taking, in either case in accordance with the imposition of a Resolution Measure by the competent
resolution authority with respect to the notes. Accordingly, you may have limited or circumscribed
rights to challenge any decision of the competent resolution authority to impose any Resolution
Measure.

IN A GERMAN INSOLVENCY PROCEEDING OR IN THE EVENT OF THE IMPOSITION OF
RESOLUTION MEASURES WITH RESPECT TO US, CERTAIN SPECIFICALLY DEFINED SENIOR
UNSECURED DEBT INSTRUMENTS, INCLUDING THE NOTES, WILL RANK JUNIOR TO ALL OF
OUR OTHER OUTSTANDING SENIOR UNSECURED UNSUBORDINATED OBLIGATIONS, AND
WILL BE SATISFIED ONLY IF ALL OF OUR OTHER SENIOR UNSECURED UNSUBORDINATED
OBLIGATIONS HAVE BEEN PAID IN FULL. SUCH RANKING MIGHT RESULT IN HIGHER LOSSES
BEING ALLOCATED TO THE NOTES THAN TO OUR OTHER OUTSTANDING UNSECURED
UNSUBORDINATED OBLIGATIONS --German law provides that, in a German insolvency proceeding
of the Issuer, certain specifically defined senior unsecured debt instruments would rank junior to,
without constituting subordinated debt, all other outstanding unsecured unsubordinated obligations of
the Issuer and be satisfied only if all such other senior unsecured obligations of the Issuer have been
paid in full. This prioritization would also be given effect if Resolution Measures are imposed on the
Issuer, so that obligations under debt instruments that rank junior in insolvency as described above
would be written down or converted into common equity tier 1 instruments before any other senior
unsecured obligations of the Issuer are written down or converted. A large portion of our liabilities
consist of senior unsecured obligations that either fall outside the statutory definition of debt
instruments that rank junior to other senior unsecured obligations according to German law or are
expressly exempted from such definition.
Among those unsecured unsubordinated obligations that do not constitute as such debt instruments are
instruments with an initial maturity of less than one year as well as senior unsecured instruments of
indebtedness whose terms provide that (i) the repayment or the amount of the repayment depends on
the occurrence or non-occurrence of an event which is uncertain at the point in time when the senior
unsecured debt instruments are issued or is settled in a way other than by monetary payment or (ii) the
payment of interest or the amount of the interest payments depends on the occurrence or non-
occurrence of an event which is uncertain at the point in time when the senior unsecured debt
instruments are issued unless the payment of interest or the amount of the interest payments solely
depends on a customary fixed or floating reference interest rate and is settled by monetary payment. In
a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect
to us, the competent regulatory authority or court would determine which of our senior debt securities
issued under the prospectus have the terms described in clauses (i) or (ii) above, referred to herein as
the "structured" debt securities, and which do not, referred to herein as the "non-structured" debt
securities. We expect the notes offered herein to be classified as "non-structured" debt securities, but
the competent regulatory authority or court may classify the notes differently.
Section 46f(5) to (9) of the German Banking Act allows us to issue different categories of senior debt
securities. In accordance with such rules, we may issue senior debt securities that are "structured" and
that constitute "senior preferred" debt securities. In addition, we are able to issue "non-structured" senior
debt securities as "senior preferred" debt securities, ranking pari passu with our "structured" senior debt
securities. Such "senior preferred" debt securities, whether "structured" or "non-structured", will rank pari
passu with, among other obligations, instruments of indebtedness with an initial term of less than one
year, derivatives and, generally, corporate deposits (unless they rank even more senior). Finally, subject
to Section 46f(6) of the German Banking Act, we may issue "non-structured" debt securities as senior
"non-preferred" debt instruments (Schuldtitel) ranking junior to, among other instruments, "senior
preferred" debt securities, if they contain an express reference to their lower ranking. We have elected
to do so with respect to our eligible labilities senior notes (including the notes offered herein).
PS-7

Accordingly, our senior non-preferred debt instruments within the meaning of Section 46f(6) Sentence 1
of the German Banking Act (including the notes offered herein) rank junior to our other unsubordinated
liabilities (including, but not limited to, senior preferred debt securities, whether "structured" or "non-
structured", deposits, derivatives and instruments of indebtedness with an initial term of less than one
year), but in priority to our contractually or statutorily subordinated liabilities, such as those qualifying as
additional tier 1 or tier 2 instruments within the meaning of the CRR, and would be satisfied only if all our
other unsecured and unsubordinated obligations have been paid in full.
Consequently, if insolvency proceedings are opened against us or if Resolution Measures are imposed
on us, higher losses could be allocated to our eligible liabilities senior notes (including the notes offered
herein) than to our other outstanding unsecured unsubordinated obligations. You may lose some or all
of your investment in the notes offered herein if insolvency proceedings are opened against us
or a Resolution Measure becomes applicable to us.

THE NOTES HAVE REINVESTMENT RISK -- As described under "Key Terms--Early Redemption,"
we retain the option to redeem the notes, in whole but not in part, on the Call Date, by giving not less
than 5 Business Days' prior notice. It is more likely that we will redeem the notes prior to the Maturity
Date to the extent that the interest payable on the notes is greater than the interest that would be
payable on other instruments of ours of a comparable maturity, of comparable terms and of a
comparable credit rating trading in the market. If the notes are redeemed on the Call Date, you may
have to reinvest the proceeds in a lower interest rate environment.

SOFR HAS A LIMITED HISTORY, AND ITS HISTORICAL PERFORMANCE IS NOT INDICATIVE OF
FUTURE PERFORMANCE -- The New York Federal Reserve began to publish SOFR in April 2018.
Although the New York Federal Reserve has also begun publishing historical indicative SOFR going
back to 2014, such historical indicative data inherently involves assumptions, estimates and
approximations. Therefore, SOFR has limited performance history and no actual investment based on
the performance of SOFR was possible before April 2018. The level of SOFR over the term of the notes
may bear little or no relation to the historical level of SOFR. The future performance of SOFR is
impossible to predict and therefore no future performance of SOFR or the notes may be inferred from
any of the hypothetical or actual historical performance data. Hypothetical or actual historical
performance data are not indicative of the future performance of SOFR or the notes. Changes in the
levels of SOFR will affect Compounded SOFR and, therefore, the return on the notes and the trading
price of such notes, but it is impossible to predict whether such levels will rise or fall. There can be no
assurance that SOFR or Compounded SOFR will be positive.

ANY FAILURE OF SOFR TO GAIN MARKET ACCEPTANCE COULD ADVERSELY AFFECT THE
NOTES -- SOFR may fail to gain market acceptance. SOFR was developed for use in certain U.S.
dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it
is considered a good representation of general funding conditions in the overnight U.S. Treasury
repurchase agreement (repo) market. However, as a rate based on transactions secured by U.S.
Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to
correlate with the unsecured short-term funding costs of banks. This may mean that market participants
would not consider SOFR a suitable substitute or successor for all of the purposes for which LIBOR
historically has been used (including, without limitation, as a representation of the unsecured short-term
funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to
gain market acceptance could adversely affect the return on the notes and the price at which you can
sell such notes.

THE COMPOSITION AND CHARACTERISTICS OF SOFR ARE NOT THE SAME AS THOSE OF
LIBOR AND NEITHER SOFR NOR COMPOUNDED SOFR IS EXPECTED TO BE A COMPARABLE
SUBSTITUTE FOR LIBOR -- In June 2017, the New York Federal Reserve's Alternative Reference
Rates Committee (the
PS-8

"ARRC") announced SOFR as its recommended alternative to U.S. dollar LIBOR. However, the
composition and characteristics of SOFR are not the same as those of LIBOR. SOFR is a broad
Treasury repo financing rate that represents overnight secured funding transactions. This means that
SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while
LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR represents interbank
funding over different maturities. As a result, there can be no assurance that SOFR will perform in the
same way as LIBOR would have at any time, including, without limitation, as a result of changes in
interest and yield rates in the market, market volatility or global or regional economic, financial, political,
regulatory, judicial or other events. For example, since publication of SOFR began in April 2018, daily
changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark
or other market rates. For additional information regarding SOFR, see "Description of the Notes--
Interest Rates--Secured Overnight Financing Rate (SOFR)" in the accompanying prospectus
supplement.

SOFR MAY BE MODIFIED OR DISCONTINUED, AND THE NOTES MAY BEAR INTEREST BY
REFERENCE TO A RATE OTHER THAN COMPOUNDED SOFR, WHICH COULD ADVERSELY
AFFECT THE VALUE OF THE NOTES -- The New York Federal Reserve (or a successor), as
administrator of SOFR, may make methodological or other changes that could change the value of
SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria
applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. In
addition, the administrator may alter, discontinue or suspend calculation or dissemination of SOFR (in
which case a fallback method of determining the interest rate on the notes as further described under
"Description of the Notes--Interest Rates--Secured Overnight Financing Rate (SOFR)" in the
accompanying prospectus supplement will apply). The administrator has no obligation to consider your
interests in calculating, adjusting, converting, revising or discontinuing SOFR.
If we or our designee determine that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred in respect of SOFR, then the interest rate on the notes will no longer
be determined by reference to SOFR, but instead will be determined by reference to a different rate,
which will be a different benchmark than SOFR, plus a spread adjustment, which we refer to as a
"Benchmark Replacement," as further described under "Description of the Notes--Interest Rates--
Secured Overnight Financing Rate (SOFR)" in the accompanying prospectus supplement.
If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined,
then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply.
These replacement rates and adjustments may be selected, recommended or formulated by (i) the
Relevant Governmental Body (such as the ARRC), (ii) ISDA or (iii) in certain circumstances, us or our
designee. In addition, the terms of the notes expressly authorize us or our designee to make Benchmark
Replacement Conforming Changes with respect to, among other things, changes to the definitions of
"Interest Period" and "Observation Period," timing and frequency of determining rates and making
payments of interest and other administrative matters. The determination of a Benchmark Replacement,
the calculation of the interest rate on the notes by reference to a Benchmark Replacement (including the
application of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement
Conforming Changes and any other determinations, decisions or elections that may be made under the
terms of the notes in connection with a Benchmark Transition Event could adversely affect the value of
the notes, the return on the notes and the price at which you can sell such notes.
Any determination, decision or election described above will be made in our or our designee's sole
discretion.
In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same
as those of SOFR, the Benchmark Replacement will not be the economic equivalent of SOFR, there can
be no assurance that the Benchmark Replacement will perform in the same way as SOFR would have
at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute
for SOFR (each of which means that a Benchmark Transition Event could adversely affect the value of
the notes, the return on
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