Obbligazione Deutsch Bank London 1.016% ( US25152RXB40 ) in USD

Deutsch Bank London

100 USD ▲

Germania

US25152RXB40 ( in USD )

1.016% per anno ( pagato 2 volte l'anno)

30/06/2034

Prospetto opuscolo dell'obbligazione Deutsche Bank (London Branch) US25152RXB40 en USD 1.016%, scadenza 30/06/2034

1 000 USD

11 500 000 USD

25152RXB4

N/A

NR

30/06/2026 ( In 141 giorni )

Deutsche Bank (London Branch) è una filiale del gruppo bancario tedesco Deutsche Bank AG, che opera nel mercato finanziario londinese offrendo una vasta gamma di servizi bancari e di investimento a clienti istituzionali e privati.

Si riportano i dettagli di una specifica emissione obbligazionaria, uno strumento di debito di rilievo nel panorama finanziario, emessa da Deutsche Bank, una delle principali istituzioni bancarie globali con sede in Germania, operante attraverso la sua filiale di Londra (London Branch). Questa obbligazione, identificata dal codice ISIN US25152RXB40 e dal CUSIP 25152RXB4, è denominata in Dollari USA (USD) e presenta un tasso d'interesse fisso annuale dell'1,016%. Attualmente, l'obbligazione è scambiata alla pari sul mercato, indicando un prezzo del 100% del suo valore nominale. L'ammontare complessivo dell'emissione è pari a 11.500.000 USD, con un taglio minimo di sottoscrizione di 1.000 USD, rendendola accessibile a un'ampia platea di investitori. La scadenza è fissata al 30 giugno 2034, configurandosi come un investimento a medio-lungo termine, con pagamenti di interesse semestrali. Un aspetto da considerare è che l'obbligazione non ha ricevuto una valutazione da parte dell'agenzia Moody's (NR - Not Rated), il che implica che gli investitori devono condurre una due diligence più approfondita sull'affidabilità creditizia dell'emittente, data l'assenza di un giudizio di rating esterno specifico per questa emissione.

http://www.sec.gov/Archives/edgar/data/1159508/000095010314004455...
424B2 1 dp47440_424b2-ps2047.htm FORM 424B2

Pricing Supplement No. 2047
Registration Statement No. 333-184193
To prospectus supplement dated September 28,
Dated June 25, 2014; Rule
2012 and prospectus dated September 28, 2012
424(b)(2)

Deutsche Bank AG
$11,500,000 20-Year CMS Slope Steepener Notes due June 30, 2034
General

·
Unless redeemed by us, the notes wil pay interest quarterly in arrears for the first year at a fixed rate of 10.00%
per annum and thereafter at a rate per annum equal to the product of (i) 4.0 and (i ) the value of the spread
between the 30-Year Constant Maturity Swap ("CMS") Rate and the 2-Year CMS Rate minus 0.40%, subject to
the Maximum Interest Rate of 10.00% per annum and the Minimum Interest Rate of 0.00% per annum. After the
first year, if the 30-Year CMS Rate does not exceed the 2-Year CMS Rate by more than 0.40% on any Interest
Determination Date, you wil receive no interest during the affected interest period.

·
We have the right to redeem the notes in whole but not in part on June 30, 2016, June 30, 2019, June 30, 2024
and June 30, 2029. Therefore, the term of the notes could be as short as two years. Any payment on the notes,
including interest payments, the payment upon early redemption and the payment at maturity, is subject to the
credit of the Issuer.

·
Senior unsecured obligations of Deutsche Bank AG due June 30, 2034.

·
Minimum purchase of $1,000. Minimum denominations of $1,000 (the "Principal Amount") and integral multiples
thereof.

·
The notes priced on June 25, 2014 (the "Trade Date") and are expected to settle on June 30, 2014 (the
"Settlement Date"). Delivery of the notes in book-entry form only wil be made through The Depository Trust
Company.
Key Terms
Issuer:
Deutsche Bank AG, London Branch
Issue Price:
At variable prices
Payment at Maturity:
Unless the notes are redeemed earlier by us, you wil receive on the Maturity Date a cash
payment, for each $1,000 Principal Amount of notes, of $1,000 plus any accrued and unpaid
interest. If the scheduled Maturity Date is not a business day, the Maturity Date wil be the first
fol owing day that is a business day, but no adjustment wil be made to the interest payment made
on such fol owing business day. The Payment at Maturity is subject to the credit of the Issuer.
Interest Rates:
Interest wil be paid quarterly in arrears at the applicable Interest Rate set forth below on each
Interest Payment Date, based on an unadjusted 30/360 day count convention. Interest wil no
longer accrue or be payable fol owing the Redemption Date.
· For the first four Interest Periods from and including the Settlement Date to but excluding
June 30, 2015, the Interest Rate wil be 10.00% per annum.
· For each subsequent Interest Period, the applicable Interest Rate wil be determined by the
calculation agent on the relevant Interest Determination Date based on the fol owing
formula:
Interest Rate = Multiplier x (Spread Fixed Percentage Amount), subject to the Maximum
Interest Rate and the Minimum Interest Rate
After the first year, if the 30-Year CMS Rate does not exceed the 2-Year CMS Rate by more
than 0.40% on any relevant Interest Determination Date, you will receive no interest on
your notes for the relevant Interest Period, regardless of any subsequent increase of the
Spread during the relevant Interest Period. Furthermore, after the first year, the applicable
Interest Rate will be subject to the Maximum Interest Rate of 10.00% per annum.
(Key Terms continued on next page)
Investing in the notes involves a number of risks. See "Selected Risk Considerations" beginning on page PS-5 in
this pricing supplement.
The Issuer's estimated value of the notes on the Trade Date is $937.50 per $1,000 Principal Amount of notes,
which is less than the Issue Price. Please see "Issuer's Estimated Value of the Notes" on page PS-1 of this
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pricing supplement for additional 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 and prospectus. Any representation to the contrary is a criminal offense.
Price to
Maximum Discounts and
Minimum Proceeds

Public(1)
Commissions(2)
to Us
Per Note
At variable prices
$50.00
$950.00
Total
At variable prices
$575,000.00
$10,925,000.00
(1)
The notes wil be offered from time to time in one or more negotiated transactions at varying prices to be determined at
the time of each sale, which may be at market prices prevailing, at prices related to such prevailing prices or at
negotiated prices; provided, however, that such price wil not be less than $950.00 per note. See "Risk Factors --
Variable Price Reoffering Risks."
(2)
For more detailed information about discounts and commissions, please see "Supplemental Underwriting Information
(Conflicts of Interest)" in this pricing supplement.
Deutsche Bank Securities Inc., an agent for this offering, is our affiliate. For more information, see "Supplemental
Underwriting Information (Conflicts of Interest)" in this pricing supplement.
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency.
CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee
Notes
$11,500,000.00
$1,481.20

Deutsche Bank Securities
June 25, 2014

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(Key Terms continued from previous page)

Interest Period:
The period from (and including) an Interest Payment Date, or the Settlement Date in the case of
the first Interest Period, to (but excluding) the fol owing Interest Payment Date.
Interest DeterminationFor each Interest Period commencing on or after June 30, 2015, two US Government Securities
Date:
business days prior to the last day of such Interest Period.
Interest
Payment The last day of each March, June, September and December, beginning on September 30th, 2014
Dates:
and ending on the Maturity Date. If any scheduled Interest Payment Date is not a business day,
the interest wil be paid on the first fol owing day that is a business day, but no adjustment wil be
made to the interest payment made on such fol owing business day.
Spread:
The 30-Year CMS Rate minus the 2-Year CMS Rate.
30-Year CMS Rate:
For any US Government Securities business day, the mid-market semi-annual swap rate
expressed as a percentage for a U.S. dollar interest rate swap transaction with a term equal to 30
years, published on Reuters page ISDAFIX3 at 11:00 a.m., New York time. If the 30-Year CMS
Rate does not appear on Reuters page ISDAFIX3 on such day, the 30-Year CMS Rate for such
day shall be determined by the calculation agent in accordance with the procedures set forth
under "Description of the Notes" below.
2-Year CMS Rate:
For any US Government Securities business day, the mid-market semi-annual swap rate
expressed as a percentage for a U.S. dol ar interest rate swap transaction with a term equal to 2
years, published on Reuters page ISDAFIX3 at 11:00 a.m., New York time. If the 2-Year CMS
Rate does not appear on Reuters page ISDAFIX3 on such day, the 2-Year CMS Rate for such
day shall be determined by the calculation agent in accordance with the procedures set forth
under "Description of the Notes" below.
Maximum Interest Rate: 10.00% per annum
Minimum Interest Rate: 0.00% per annum
Multiplier:
4.0
Fixed Percentage
0.40%
Amount:
Early Redemption at
We may, in our sole discretion, redeem your notes in whole but not in part on June 30, 2016, June
Issuer's Option:
30, 2019, June 30, 2024 and June 30, 2029, (each, a "Redemption Date") for an amount in cash,
per $1,000 Principal Amount of notes, equal to $1,000 plus any accrued but unpaid interest to but
excluding the applicable Redemption Date. If we decide to redeem the notes, we wil give you
notice not less than five (5) business days prior to the applicable Redemption Date. If the
Redemption Date is not a business day, the Redemption Date wil be the first fol owing day that is
a business day, but no adjustment wil be made to the interest payment made on such fol owing
business day.
Trade Date:
June 25, 2014
Settlement Date:
June 30, 2014
Maturity Date:
June 30, 2034
Listing:
The notes wil not be listed on any securities exchange.
CUSIP / ISIN:
25152RXB4 / US25152RXB40

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Issuer's Estimated Value of the Notes

The Issuer's estimated value of the notes is equal to the sum of our valuations of the fol owing two components of the
notes: (i) a bond and (i ) an embedded derivative(s). The value of the bond component of the notes is calculated based on
the present value of the stream of cash payments associated with a conventional bond with a principal amount equal to the
Principal Amount of the notes, discounted at an internal funding rate, which is determined primarily based on our
market-based yield curve, adjusted to account for our funding needs and objectives for the period matching the term of the
notes. The internal funding rate is typical y lower than the rate we would pay when we issue conventional debt securities on
equivalent terms. This difference in funding rate, as wel as the agent's commissions, if any, and the estimated cost of
hedging our obligations under the notes, reduces the economic terms of the notes to you and is expected to adversely
affect the price at which you may be able to sel the notes in any secondary market. The value of the embedded
derivative(s) is calculated based on our internal pricing models using relevant parameter inputs such as expected interest
rates and mid-market levels of price and volatility of the assets underlying the notes or any futures, options or swaps
related to such underlying assets. Our internal pricing models are proprietary and rely in part on certain assumptions about
future events, which may prove to be incorrect.

The Issuer's estimated value of the notes on the Trade Date (as disclosed on the cover of this pricing supplement) is less
than the Issue Price of the notes. The difference between the Issue Price and the Issuer's estimated value of the notes on
the Trade Date is due to the inclusion in the Issue Price of the agent's commissions, if any, and the cost of hedging our
obligations under the notes through one or more of our affiliates. Such hedging cost includes our or our affiliates' expected
cost of providing such hedge, as wel as the profit we or our affiliates expect to realize in consideration for assuming the
risks inherent in providing such hedge.

The Issuer's estimated value of the notes on the Trade Date does not represent the price at which we or any of our
affiliates would be wil ing to purchase your notes in the secondary market at any time. Assuming no changes in market
conditions or our creditworthiness and other relevant factors, the price, if any, at which we or our affiliates would be wil ing
to purchase the notes from you in secondary market transactions, if at al , would general y be lower than both the Issue
Price and the Issuer's estimated value of the notes on the Trade Date. Our purchase price, if any, in secondary market
transactions wil be based on the estimated value of the notes determined by reference to (i) the then-prevailing internal
funding rate (adjusted by a spread) or another appropriate measure of our cost of funds and (i ) our pricing models at that
time, less a bid spread determined after taking into account the size of the repurchase, the nature of the assets underlying
the notes and then-prevailing market conditions. The price we report to financial reporting services and to distributors of our
notes for use on customer account statements would general y be determined on the same basis. However, during the
period of approximately three months beginning from the Trade Date, we or our affiliates may, in our sole discretion,
increase the purchase price determined as described above by an amount equal to the declining differential between the
Issue Price and the Issuer's estimated value of the notes on the Trade Date, prorated over such period on a straight-line
basis, for transactions that are individual y and in the aggregate of the expected size for ordinary secondary market
repurchases.

PS-1
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Additional Terms Specific to the Notes

You should read this pricing supplement together with the prospectus supplement dated September 28, 2012 relating to our
Series A global notes of which these notes are a part and the prospectus dated September 28, 2012. You may access
these documents on the website of the Securities and Exchange Commission (the "SEC") at.www.sec.gov as fol ows (or if
such address has changed, by reviewing our filings for the relevant date on the SEC website):

·
Prospectus supplement dated September 28, 2012:

http://www.sec.gov/Archives/edgar/data/1159508/000119312512409437/d414995d424b21.pdf

·
Prospectus dated September 28, 2012:

http://www.sec.gov/Archives/edgar/data/1159508/000119312512409372/d413728d424b21.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 al
other prior or contemporaneous oral statements as wel 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 careful y consider, among other things, the matters set forth in "Risk Factors" in
the accompanying prospectus supplement and prospectus, as the notes involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax, accounting and other advisers before deciding to invest in the
notes.

Deutsche Bank AG has filed a registration statement (including a prospectus) with the Securities and Exchange
Commission for the offering to which this pricing supplement relates. Before you invest, you should read the prospectus in
that registration statement and the other documents relating to this offering that Deutsche Bank AG has filed with the SEC
for more complete information about Deutsche Bank AG and this offering. You may obtain these documents without cost by
visiting EDGAR on the SEC website at.www.sec.gov. Alternatively, Deutsche Bank AG, any agent or any dealer
participating in this offering wil arrange to send you the prospectus, prospectus supplement, underlying supplement,
product supplement and this pricing supplement if you so request by calling tol -free 1-800-311-4409.

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying
the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their
issuance. We wil notify you in the event of any changes to the terms of the notes, and you wil be asked to accept such
changes in connection with your purchase of any notes. You may also choose to reject such changes, in which case we
may reject your offer to purchase the notes.

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-2
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Hypothetical Examples
The table and hypothetical examples set forth below il ustrate how the interest payments on the notes are calculated after
the first year using the Multiplier of 4.0, the Fixed Percentage Amount of 0.40%, the Maximum Interest Rate of 10.00% per
annum and the Minimum Interest Rate of 0.00% per annum. The actual interest payments on the notes after the first year
wil be determined on the relevant Interest Determination Dates. For purposes of these examples, we have assumed that
the notes are not being redeemed prior to the Maturity Date. The fol owing results are based solely on the hypothetical
example cited below. You should consider careful y whether the notes are suitable to your investment goals. The numbers
appearing in the tables and examples below have been rounded for ease of analysis.

Applicable
Hypothetical
30-Year CMS
2-Year CMS

Multiplier x (Spread Fixed
Interest Rate
Interest
Rate
Rate
Spread
Percentage Amount)
(per annum)
Payment
0.00%
0.60%
-0.60%
-4.00%
0.00%
$0.00
1.00%
1.10%
-0.10%
-2.00%
0.00%
$0.00
2.10%
1.70%
0.40%
0.00%
0.00%
$0.00
4.00%
2.10%
1.90%
6.00%
6.00%
$15.00
5.00%
2.10%
2.90%
10.00%
10.00%
$25.00
6.00%
2.60%
3.40%
12.00%
10.00%
$25.00

The fol owing examples il ustrate how the hypothetical interest payments set forth in the table above are calculated.

Example 1: If on the Interest Determination Date for the relevant Interest Period the value of the 30-Year CMS Rate is
0.00% and the 2-Year CMS Rate is 0.60%, the Spread for the corresponding Interest Period would be -0.60% and the
applicable Interest Rate would be 0.00%, calculated as fol ows:

Interest Rate
= 4.0 x (-0.60% 0.40%), subject to the Maximum Interest Rate of 10.00% and
the Minimum Interest Rate of 0.00%

= -4.00%, subject to the Minimum Interest Rate of 0.00%

= 0.00%

In this case, because the value of the Multiplier multiplied by the difference between the Spread and the Fixed Percentage
Amount results in a per annum rate of -4.00%, which is less than the Minimum Interest Rate of 0.00%, the applicable
Interest Rate for the corresponding Interest Period would be 0.00%, and you would receive no interest payment on the
relevant Interest Payment Date.

Example 2: If on the Interest Determination Date for the relevant Interest Period the value of the 30-Year CMS Rate is
1.00% and the 2-Year CMS Rate is 1.10%, the Spread for the corresponding Interest Period would be -0.10% and the
Applicable Interest Rate would be 0.00%, calculated as fol ows:

Interest Rate
= 4.0 x (-0.10% 0.40%), subject to the Maximum Interest Rate of 10.00% and
the Minimum Interest Rate of 0.00%

= -2.00%, subject to the Minimum Interest Rate of 0.00%

= 0.00%

In this case, because the value of the Multiplier multiplied by the difference between the Spread and the Fixed Percentage
Amount results in a per annum rate of -2.00%, which is less than the Minimum Interest Rate of 0.00%, the applicable
Interest Rate for the corresponding Interest Period would be 0.00%, and you would receive no interest payment on the
relevant Interest Payment Date.
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Example 3: If on the Interest Determination Date for the relevant Interest Period the value of the 30-Year CMS Rate is
2.10% and the 2-Year CMS Rate is 1.70%, the Spread for the corresponding Interest Period would be 0.40% and the
applicable Interest Rate would be 0.00%, calculated as fol ows:

PS-3
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Interest Rate
= 4.0 x (0.40% 0.40%), subject to the Maximum Interest Rate of 10.00% and
the Minimum Interest Rate of 0.00%

= 0.00%

In this case, because the difference between the Spread and the Fixed Percentage Amount is 0.00%, the applicable
Interest Rate is equal to 0.00% and you wil receive no interest payment on the relevant Interest Payment Date.

Example 4: If on the Interest Determination Date for the relevant Interest Period the 30-Year CMS Rate is 4.00% and the
2-Year CMS Rate is 2.10%, the Spread for the corresponding Interest Period would be 1.90% and the applicable Interest
Rate would be 6.00%, calculated as fol ows:

Interest Rate
= 4.0 x (1.90% 0.40%), subject to the Maximum Interest Rate of 10.00% and
the Minimum Interest Rate of 0.00%

= 6.00%

In this case, because the value of the Multiplier multiplied by the difference between the Spread and the Fixed Percentage
Amount results in a per annum rate of 6.00%, which is greater than the Minimum Interest Rate of 0.00% but less than the
Maximum Interest Rate of 10.00%, the applicable Interest Rate would be 6.00% and you wil receive an interest payment
of $15.00 per $1,000 Principal Amount of notes on the relevant Interest Payment Date.

Example 5: If on the Interest Determination Date for the relevant Interest Period the 30-Year CMS Rate is 5.00% and the
2-Year CMS Rate is 2.10%, the Spread for the corresponding Interest Period would be 2.90% and the applicable Interest
Rate would be 10.00%, calculated as fol ows:

Interest Rate
= 4.0 x (2.90% 0.40%), subject to the Maximum Interest Rate of 10.00% and
the Minimum Interest Rate of 0.00%

= 10.00%

In this case, because the value of the Multiplier multiplied by the difference between the Spread and the Fixed Percentage
Amount results in a per annum rate of 10.00%, which is greater than the Minimum Interest Rate of 0.00% but equal to the
Maximum Interest Rate of 10.00%, the applicable Interest Rate would be 10.00% and you wil receive an interest payment
of $25.00 per $1,000 Principal Amount of notes on the relevant Interest Payment Date.

Example 6: If on the Interest Determination Date for the relevant Interest Period the 30-Year CMS Rate is 6.00% and the
2-Year CMS Rate is 2.60%, the Spread for the corresponding Interest Period would be 3.40% but the applicable Interest
Rate for the corresponding Interest Period would nevertheless be only 10.00%, calculated as fol ows:

Interest Rate
= 4.0 x (3.40% 0.40%), subject to the Maximum Interest Rate of 10.00% and
the Minimum Interest Rate of 0.00%

= 12.00%, subject to the Maximum Interest Rate of 10.00%

= 10.00%

In this case, because the value of the Multiplier multiplied by the difference between the Spread and the Fixed Percentage
Amount results in a per annum rate of 12.00%, which is greater than the Maximum Interest Rate of 10.00%, the applicable
Interest Rate would be 10.00% and you wil receive an interest payment of $25.00 per $1,000 Principal Amount of notes on
the relevant Interest Payment Date.

PS-4
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Selected Purchase Considerations

·
PRESERVATION OF CAPITAL AT MATURITY -- If you hold the notes to maturity, you wil receive 100% of the
principal amount of your notes regardless of the performance of the 30-Year CMS Rate and the 2-Year CMS
Rate. Because the notes are our senior unsecured obligations, payment of any amount at maturity remains
subject to our ability to pay our obligations as they become due.

·
FIXED QUARTERLY INTEREST PAYMENTS FOR THE FIRST YEAR AND UNCERTAIN QUARTERLY
INTEREST PAYMENTS THEREAFTER -- For the first year, the notes wil pay interest at a fixed rate of 10.00%
per annum. Thereafter, interest payable on the notes, if any, is based on the product of (a) the Multiplier of 4.0
and (b) the Spread between the 30-Year CMS Rate and the 2-Year CMS Rate minus the Fixed Percentage
Amount of 0.40%. The applicable Interest Rate for each Interest Period wil be higher when the Spread
increases, subject to a Maximum Interest Rate of 10.00% per annum. If the Spread is equal to or less than
0.40%, you wil receive no interest during the affected interest periods.

·
TAXED AS CONTINGENT PAYMENT DEBT INSTRUMENTS -- In the opinion of our special tax counsel, Davis
Polk & Wardwel LLP, the notes should be treated for U.S. federal income tax purposes as "contingent payment
debt instruments," with the tax consequences described under "--CPDI Notes," on page PS-40 of the
accompanying prospectus supplement. Under this treatment, regardless of your method of accounting, you wil
be required to accrue interest in each year on a constant yield to maturity basis at the "comparable yield," as
determined by us (with certain adjustments to reflect the difference, if any, between the actual and projected
amounts of the contingent payments on the notes, and certain additional adjustments if the notes are purchased
for an amount that differs from the issue price). Any income recognized upon a taxable disposition of the notes
general y wil be treated as interest income for U.S. federal income tax purposes.

Because the notes may be offered to investors at varying prices, the "issue price" of the notes for U.S. federal
income tax purposes wil not be known until the Settlement Date. After the Settlement Date, you may obtain the
issue price, comparable yield and the projected payment schedule by contacting Deutsche Bank Structured
Notes at 212-250-6064. Neither the comparable yield nor the projected payment schedule constitutes a
representation by us regarding the actual amounts that we will pay on a note.

It is possible that the Internal Revenue Service could determine that the notes are "variable rate debt
instruments" for U.S. federal income tax purposes, which could have adverse U.S. federal income tax
consequences for you. In that case, you would be required to include payments of stated interest in income
when they are received or accrued, in accordance with your method of accounting for U.S. federal income tax
purposes, as described under "--VRDI Notes," on page PS-40 of the accompanying prospectus supplement.
You should consult your tax adviser regarding the U.S. federal income tax consequences to you if the notes are
properly treated as variable rate debt instruments.

You should review careful y the section of the accompanying prospectus supplement entitled "United States
Federal Income Taxation." The preceding discussion, when read in combination with that section, constitutes the
ful opinion of our special tax counsel regarding the material U.S. federal income tax consequences of owning and
disposing of the notes.

Under current law, the United Kingdom wil not impose withholding tax on payments made with respect to the
notes.

For a discussion of certain German tax considerations relating to the notes, you should refer to the section in the
accompanying prospectus supplement entitled "Taxation by Germany of Non-Resident Holders."

You should consult your tax adviser concerning the application of U.S. federal income tax laws to your
particular situation, as well as any tax consequences arising under the laws of any state, local or
non-U.S. jurisdictions.

Selected Risk Considerations

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