Obligation Deutsche Postbank Finance Trust I 6% ( DE000A0DEN75 ) en EUR

Deutsche Postbank Finance Trust I

82.41 % ▼

Etats-unis

DE000A0DEN75 ( en EUR )

6% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Deutsche Postbank Funding Trust I DE000A0DEN75 en EUR 6%, échéance Perpétuelle

02/06/2026 ( Dans 113 jours )

Deutsche Postbank Funding Trust I est un fonds commun de placement spécialisé dans le financement à court terme de Deutsche Postbank, émettant des titres de créance pour lever des capitaux.

L'Obligation émise par Deutsche Postbank Finance Trust I ( Etats-unis ) , en EUR, avec le code ISIN DE000A0DEN75, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE
UNITED STATES.
IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING.
The following applies to the prospectus following this page (the "Prospectus") which is being sent to you in
electronic form. You are required to read this notice carefully before reading, accessing or making any other
use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and
conditions, including any modifications to them any time you receive any information from us as a result of
such access.
Your attention is drawn to the wording on the inside front cover of the Prospectus and the section of the
Prospectus entitled "Subscription and Sale".
Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any other
jurisdiction where it is unlawful to do so. The securities referred to in the Prospectus (the "Securities") have not
been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") and the Securities
may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
The Prospectus may not be forwarded or distributed to any other person and may not be reproduced, in whole or
in part, in any manner whatsoever. In particular, it may not be forwarded to any U.S. Person or to any person or
address in the United States. Failure to comply with this directive may result in a violation of the Securities Act.
The Prospectus is being sent at your request and by accepting the e-mail and accessing the Prospectus, you shall
be deemed to have:
1.
consented to delivery of the Prospectus by electronic transmission;
2.
represented that the electronic mail address to which this e-mail has been delivered is not located in
the United States, its territories or its possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United
States or the District of Columbia;
3.
represented that you are a person into whose possession the Prospectus may be lawfully delivered in
accordance with the laws of jurisdiction in which you are located;
4.
represented that you will not forward or distribute the Prospectus to any other person or reproduce it,
in whole or in part, in any manner whatsoever; and
5.
acknowledged that any subscription or purchase of the Securities may only be made on the basis of
the information contained in the Prospectus.
This Prospectus may only be communicated to persons in the United Kingdom in circumstances where section
21(1) of the Financial Services and Markets Act 2000 does not apply.
You are reminded that documents transmitted in electronic form by e-mail may be altered or changed during the
process of electronic transmission. None of BNP Paribas, Morgan Stanley, any person who controls it or any of
its directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect
of any difference between the Prospectus distributed to you in electronic format and the hard copy version
available to you on request from BNP Paribas or Morgan Stanley.

SALES PROSPECTUS
DATED NOVEMBER 30, 2004
E 300,000,000 Registered Noncumulative Trust Preferred Securities
(Liquidation Preference Amount of E 1,000 per Trust Preferred Security)
Deutsche Postbank Funding Trust I,
Wilmington, Delaware, United States of America
(a wholly-owned subsidiary of Deutsche Postbank AG, Bonn, Federal Republic of Germany)
FONDS CODE: 11648; ISIN: DE000A0DEN75; WKN: A0DEN7
The noncumulative trust preferred securities (the ` Trust Preferred Securities' ), liquidation preference
amount E 1,000 per security (the ` Liquidation Preference Amount' ), offered hereby represent preferred
undivided beneficial ownership interests in the assets of Deutsche Postbank Funding Trust I, a statutory
trust created under the laws of the State of Delaware, United States of America (the ` Trust' ). One common
security of the Trust will be owned by Deutsche Postbank AG (``Postbank' ) or a wholly-owned subsidiary of
Postbank. The assets of the Trust will consist solely of noncumulative Class B Preferred Securities (the
` Class B Preferred Securities' ) issued by Deutsche Postbank Funding LLC I (the ` Company' ), a Delaware
limited liability company which has the benefit of a support undertaking issued by Postbank. The terms of
the Trust Preferred Securities will be substantially identical to the terms of the Class B Preferred Securities.
The Company will invest the proceeds from the sale of the Class B Preferred Securities in subordinated debt
obligations issued by Postbank.
The Trust Preferred Securities and the Class B Preferred Securities will not have a maturity date and will not
be redeemable at any time at the option of the holder thereof. The Trust and the Company may redeem the
Trust Preferred Securities and the Class B Preferred Securities, as the case may be, on the Initial Redemption
Date (as defined herein) scheduled to occur on December 2, 2010 (or any Capital Payment Date (as defined
herein) thereafter), except upon the occurrence of certain tax and capital disqualification events as more
fully described herein. Noncumulative Capital Payments (as defined herein) will accrue on the Liquidation
Preference Amount (i) from (and including) December 2, 2004 (the ` Issue Date' ) to (but excluding)
December 2, 2005 (the ` Reset Date' ) at a fixed rate of 6.00 per cent. per annum, payable in arrears on the
Reset Date and (ii) for each Capital Payment Period (as defined herein) commencing on or after the Reset
Date at the Reference Rate (as defined herein) for such Capital Payment Period plus 0.025 per cent. per
annum, payable semi-annually in arrears on June 2 and December 2 in each year, commencing on June 2,
2006 (each, together with the Reset Date, a ` Capital Payment Date' ), provided that no Capital Payment for
any Capital Payment Period commencing on or after the Reset Date shall accrue at a rate of more than 8.00
per cent. per annum. Capital Payments are subject to certain conditions, including that Postbank has an
amount of Distributable Profits (as defined herein) for the preceding fiscal year at least equal to the Capital
Payments. See ` Prospectus Summary Summary of the Terms of the Trust Preferred Securities and the
Class B Preferred Securities Capital Payments.''
The Trust Preferred Securities will be initially evidenced by one or more temporary global certificates,
interests in which will be exchangeable for interests in one or more permanent global certificates not earlier
than after expiry of 40 days after the Issue Date upon certification of non-U.S. beneficial ownership by or on
behalf of the holders of such interests. These global certificates will be deposited with Clearstream Banking
AG, Frankfurt am Main, Federal Republic of Germany (``Clearstream AG' ).
The Trust Preferred Securities are expected, on issue, to be assigned an ` A3'' rating by Moody's Investors
Service Ltd., a BBB+ rating by Standard and Poor's (a division of The McGraw-Hill Companies, Inc.) and an
` A-'' rating by Fitch Ratings Ltd. A rating is not a recommendation to buy, sell, or hold securities, and may be
subject to revision, suspension, or withdrawal at any time by the rating agency.
An investment in the Trust Preferred Securities involves certain risks. See ` Risk Factors'' beginning on
page 28 for a discussion of certain factors that should be considered by prospective investors.
Application has been made to admit the Trust Preferred Securities to trading and official quotation on the
Frankfurt Stock Exchange. Application has been made to list the Trust Preferred Securities on the Official
Segment of Euronext Amsterdam N.V.'s Stock Market (``Euronext Amsterdam' ). This Sales Prospectus
constitutes a prospectus for the purposes of the listing and issuing rules of Euronext Amsterdam.
Issue Price: 100 per cent. (equivalent to E 1,000 per Trust Preferred Security).
THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE ` SECURITIES ACT'') AND ARE BEING OFFERED AND SOLD ONLY OUTSIDE
THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE
ON REGULATION S UNDER THE SECURITIES ACT (``REGULATION S'').
Lead Managers and Joint Bookrunners
BNP PARIBAS
Morgan Stanley
.
Structuring Advisor

TABLE OF CONTENTS
Definitions .....................................................................................................................................
4
Forward-Looking Statements ......................................................................................................
11
Prospectus Summary ...................................................................................................................
12
Risk Factors ...................................................................................................................................
28
Capitalization of the Company and the Trust ............................................................................
35
Deutsche Postbank Funding Trust I ............................................................................................
36
Deutsche Postbank Funding LLC I ..............................................................................................
38
Use of Proceeds............................................................................................................................
41
Distributable Profits of Postbank ................................................................................................
42
Description of the Trust Securities .............................................................................................
43
Description of the Company Securities......................................................................................
54
Description of the Support Undertaking ....................................................................................
64
Description of the Initial Debt Securities....................................................................................
65
Tier I Capital and Capital Adequacy ...........................................................................................
68
Capitalization of Postbank and Postbank Group .......................................................................
69
Postbank Group ............................................................................................................................
71
Taxation.........................................................................................................................................
108
Subscription and Sale..................................................................................................................
113
General Information .....................................................................................................................
115
Appendix A: Form of Support Undertaking...............................................................................
A-1
Financial Statements ....................................................................................................................
F-1
POSTBANK, THE COMPANY AND THE TRUST ASSUME RESPONSIBILITY FOR THE CONTENTS
OF THIS SALES PROSPECTUS (THE ` SALES PROSPECTUS' ). POSTBANK, THE COMPANY AND
THE TRUST, HAVING MADE REASONABLE INQUIRIES, CONFIRM THAT (I) THIS SALES
PROSPECTUS
CONTAINS
ALL
INFORMATION
WITH
RESPECT
TO
POSTBANK,
ITS
AFFILIATES, ITS SUBSIDIARIES, THE TRUST PREFERRED SECURITIES, THE CLASS B
PREFERRED SECURITIES AND THE DEBT SECURITIES (AS DEFINED HEREIN) THAT IS
MATERIAL IN THE CONTEXT OF THE LISTING, ISSUE AND OFFERING OF THE TRUST
PREFERRED SECURITIES; (II) THE INFORMATION CONTAINED IN THIS SALES PROSPECTUS
IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND IS NOT MISLEADING; (III) THE
OPINIONS AND INTENTIONS EXPRESSED IN THIS SALES PROSPECTUS ARE HONESTLY HELD;
AND (IV) THERE ARE NO OTHER FACTS THE OMISSION OF WHICH MAKES THIS SALES
PROSPECTUS AS A WHOLE OR ANY OF THE INFORMATION OR THE EXPRESSION OF ANY OF
THE OPINIONS OR INTENTIONS MISLEADING IN ANY RESPECT.
NO PERSON IS AUTHORIZED TO PROVIDE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS SALES PROSPECTUS, AND ANY INFORMATION
OR REPRESENTATION NOT CONTAINED IN THIS SALES PROSPECTUS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY POSTBANK, THE TRUST OR THE COMPANY OR BY
THE LEAD MANAGERS. THE DELIVERY OF THIS SALES PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
THIS SALES PROSPECTUS IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I)
PERSONS
WHO
ARE
OUTSIDE
THE
UNITED
KINGDOM
OR
(II)
TO
INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (THE ` ORDER' ) OR (III) HIGH NET
WORTH
INDIVIDUALS,
AND
OTHER
PERSONS
TO
WHOM
IT
MAY
LAWFULLY
BE
COMMUNICATED, FALLING WITHIN ARTICLE 49(2) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS ` RELEVANT PERSONS' ). THE TRUST PREFERRED
SECURITIES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO
SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH TRUST PREFERRED SECURITIES
WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A
RELEVANT PERSON SHOULD NOT ACT OR RELY UPON THIS DOCUMENT OR ANY OF ITS
CONTENTS.
2

NEITHER
THE
U.S.
SECURITIES
AND
EXCHANGE
COMMISSION
NOR
ANY
OTHER
REGULATORY BODY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THE
TRUST PREFERRED SECURITIES OR DETERMINED WHETHER THIS SALES PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
OTHER THAN IN THE NETHERLANDS AND GERMANY, NO ACTION HAS BEEN TAKEN TO
PERMIT A PUBLIC OFFERING OF THE TRUST PREFERRED SECURITIES IN ANY JURISDICTION
WHERE ACTION WOULD BE REQUIRED FOR SUCH PURPOSE. THE DISTRIBUTION OF THIS
SALES PROSPECTUS AND THE OFFERING OF THE TRUST PREFERRED SECURITIES IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. EACH PURCHASER OF THE TRUST PREFERRED
SECURITIES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN
ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS THE TRUST PREFERRED
SECURITIES OR POSSESSES OR DISTRIBUTES THIS SALES PROSPECTUS AND MUST OBTAIN
ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR
SALE BY IT OF THE TRUST PREFERRED SECURITIES UNDER THE LAWS AND REGULATIONS IN
FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH
PURCHASES, OFFERS OR SALES, AND NONE OF THE TRUST, THE COMPANY, POSTBANK OR
THE LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY THEREFOR.
THIS SALES PROSPECTUS IS NOT A ` VERKAUFSPROSPEKT' WITHIN THE MEANING OF THE
GERMAN SECURITIES SALES PROSPECTUS ACT (WERTPAPIER-VERKAUFSPROSPEKTGESETZ)
AND HAS NOT BEEN APPROVED OR REVIEWED BY ANY GERMAN REGULATORY AUTHORITY.
IN CONNECTION WITH THE OFFERING, BNP PARIBAS OR ANY PERSON ACTING FOR IT MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICES OF THE TRUST PREFERRED SECURITIES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO OBLIGATION ON BNP PARIBAS OR ANY
OF ITS AGENTS TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME. STABILIZING MEASURES COULD BE TAKEN NO EARLIER THAN THE DATE ON
WHICH THE NOTICE SPECIFYING THE TERMS OF THE TRUST PREFERRED SECURITIES WAS
PUBLISHED AND MUST END AT THE LATEST ON THE THIRTIETH DAY FOLLOWING SUCH DATE
(``STABILIZATION PERIOD''). SUCH TRANSACTIONS MAY BE EFFECTED ON EURONEXT
AMSTERDAM, ON THE FRANKFURT STOCK EXCHANGE OR OTHERWISE. PRIOR TO THE
COMMENCEMENT OF THE OFFER PERIOD, POSSIBLE STABILIZATION MEASURES WERE
ANNOUNCED BY PUBLICATION OF A NOTICE IN THE FRANKFURTER ALLGEMEINE ZEITUNG
AND THE HET FINANCIEELE DAGBLAD. THE PERFORMANCE OR NON-PERFORMANCE OF
STABILIZATION MEASURES, THE DATE OF THE COMMENCEMENT OF STABILIZATION
MEASURES, THE DATE OF THE LAST STABILIZATION MEASURE AS WELL AS THE PRICE
RANGE WITHIN WHICH THE STABILIZATION MEASURES WERE CONDUCTED WILL BE
ANNOUNCED BY PUBLICATION OF A NOTICE IN THE FRANKFURTER ALLGEMEINE ZEITUNG
AND THE HET FINANCIEELE DAGBLAD WITHIN ONE WEEK FOLLOWING THE END OF THE
STABILIZATION PERIOD. DETAILS OF ANY OVER-ALLOTMENTS, INCLUDING THE DATE AND
AMOUNT THEREOF, WILL ALSO BE PROMPTLY PUBLISHED.
3

DEFINITIONS
` 1940 Act'' means the U.S. Investment Company Act of 1940, as amended.
` Additional Amounts'' means any additional amounts payable by the Company or the Trust
pursuant to the terms of the Class B Preferred Securities and the Trust Preferred Securities as
may be necessary in order that the net amounts received by the holders of the Class B Preferred
Securities and the Trust Preferred Securities, after deduction or withholding for or on account of
any Withholding Taxes, on payments thereon and any amount payable in liquidation or on
repayment upon redemption thereof, will equal the amounts that otherwise would have been
received had no such deduction or withholding been required.
` Additional Interest Amounts'' means any additional interest amounts payable by Postbank or
another obligor pursuant to the terms of the Debt Securities as may be necessary in order that
the net amounts received by the Company as a result of deduction or withholding upon payment
of interest on the Debt Securities or repayment upon redemption thereof will equal the amount
that otherwise would have been received had no such deduction or withholding been required.
` Administrative Action'' means any judicial decision, official administrative pronouncement,
published or private ruling, regulatory procedure, notice or announcement (including any notice
or announcement of intent to adopt certain procedures or regulations) by any legislative body,
court, governmental authority or regulatory body.
` BaFin'' means the German Federal Agency for Financial Services Supervision (Bundesanstalt fu¨r
Finanzdienstleistungsaufsicht).
` Board of Directors' means the board of directors of the Company.
` Business Day'' means a day (other than Saturday or Sunday) on which all relevant parts of
TARGET are operational.
` Bylaws'' means the by-laws of the Company.
` Calculation Agent'' means Deutsche Bank AG, Frankfurt am Main, Federal Republic of Germany.
` Capital Payment Date'' means the Reset Date, and subsequently June 2 and December 2 of each
year, commencing on June 2, 2006.
` Capital Payment Period'' means the period from and including a Capital Payment Date (or, in the
case of the first Capital Payment Period, the Issue Date) to, but excluding, the next succeeding
Capital Payment Date.
` Capital Payments'' means the periodic distributions on the Trust Preferred Securities and the
Class B Preferred Securities.
` Class A Preferred Security'' means the noncumulative Class A Preferred Security evidencing a
preferred ownership interest in the Company.
` Class B Preferred Securities'' means the noncumulative Class B Preferred Securities evidencing
preferred ownership interests in the Company.
` Clearstream AG'' means Clearstream Banking AG, Frankfurt am Main, Federal Republic of
Germany.
` Clearstream Luxembourg'' means Clearstream Banking, socie´te´ anonyme, Luxembourg.
` Code' means the United States Internal Revenue Code of 1986, as amended.
` Company'' means Deutsche Postbank Funding LLC I, a Delaware limited liability company.
` Company Common Security'' means the voting common security representing an ownership
interest in the Company.
4

` Company Preferred Securities'' means the Class A Preferred Security and the Class B Preferred
Securities.
` Company Securities'' means the Company Common Security and the Company Preferred
Securities.
` Company Special Redemption Event'' means (i) a Regulatory Event, (ii) a Tax Event or (iii) an
Investment Company Act Event with respect to the Company.
` Company Successor Securities'' means other securities having substantially the same terms as
the Class B Preferred Securities.
` Debt Redemption Date'' means any Capital Payment Date on or after the Initial Debt Redemption
Date.
` Debt Securities'' means the Initial Debt Securities and the Substitute Debt Securities.
` Delaware Trustee'' means Deutsche Bank Trust Company Delaware.
` Determination Date'' means, in respect of each Capital Payment Period (or Interest Payment
Period, in the case of the Initial Debt Securities) commencing on or after the Reset Date, the
second Business Day prior to the Capital Payment Date (or the Interest Payment Date, in the case
of the Initial Debt Securities) on which such Capital Payment Period (or Interest Payment Period,
in the case of the Initial Debt Securities) commences.
` Distributable Profits'' of Postbank for any fiscal year is the balance sheet profit (Bilanzgewinn) as
of the end of such fiscal year, as shown in the audited unconsolidated balance sheet of Postbank
as of the end of such fiscal year. Such balance sheet profit includes the annual surplus or loss
(Jahresu¨berschuss/Jahresfehlbetrag), plus any profit carried forward from previous years, minus
any loss carried forward from previous years, plus transfers from capital reserves and earnings
reserves, minus allocations to earnings reserves, all as determined in accordance with the
provisions of the German Stock Corporation Act (Aktiengesetz) and accounting principles
generally accepted in the Federal Republic of Germany as described in the German Commercial
Code (Handelsgesetzbuch) and other applicable German law then in effect. In determining the
availability of sufficient Distributable Profits of Postbank related to any fiscal year to permit
Capital Payments to be declared with respect to the Class B Preferred Securities, any Capital
Payments already paid on the Class B Preferred Securities and any capital payments, dividends
or other distributions already paid on Parity Securities, if any, on the basis of such Distributable
Profits for such fiscal year will be deducted from such Distributable Profits.
` Enforcement Event' under the Trust Agreement with respect to the Trust Securities means the
occurrence, at any time, of (i) non-payment of Capital Payments (plus Additional Amounts
thereon, if any) on the Trust Preferred Securities or the Class B Preferred Securities at the Stated
Rate in full, for the first Capital Payment Period or subsequently for two consecutive Capital
Payment Periods or (ii) a default by Postbank in respect of any of its obligations under the
Support Undertaking, provided that, pursuant to the Trust Agreement, the holder of the Trust
Common Security will be deemed to have waived any Enforcement Event with respect to the
Trust Common Security until all Enforcement Events with respect to the Trust Preferred
Securities have been cured, waived or otherwise eliminated.
` Euroclear'' means Euroclear Bank S.A./N.V., as operator of the Euroclear system.
` Fixed Rate'' means the fixed coupon rate of 6.00 per cent. per annum for the accrual of Capital
Payments (or, in the case of the Initial Debt Securities, the minimum fixed coupon rate of 6.00 per
cent. per annum for the accrual of interest) for the first Capital Payment Period (or, as applicable,
the first Interest Payment Period).
` Floating Rate'' means the Reference Rate for the accrual of Capital Payments plus 0.025 per cent.
per annum for Capital Payment Periods commencing on or after the Reset Date provided,
however, that no Capital Payments shall in any event accrue at a rate of more than 8.00 per cent.
per annum.
5

` Global Certificates'' means the Permanent Global Certificates together with the Temporary
Global Certificates.
` Global Securities'' means one or more global certificates representing the Class B Preferred
Securities which the Company will use reasonable efforts to have issued and registered in the
name of Clearstream AG if the Class B Preferred Securities are distributed to holders of the Trust
Preferred Securities in connection with the involuntary or voluntary liquidation, dissolution,
winding up or termination of the Trust.
``Independent Enforcement Director' means the independent member of the Board of Directors
elected by the holders of the Class B Preferred Securities under specified circumstances.
``Initial Debt Redemption Date'' means December 2, 2010, the first day on which the Initial Debt
Securities will be redeemable by Postbank other than upon the occurrence of a Company Special
Redemption Event or in the event of replacement with Substitute Debt Securities.
``Initial Debt Securities'' means subordinated notes of Postbank to be acquired by the Company
using the proceeds from the issuance of the Class B Preferred Securities, the Class A Preferred
Security and the Company Common Security.
``Initial Redemption Date'' means December 2, 2010, the first day on which the Class B Preferred
Securities are redeemable at the option of the Company other than upon the occurrence of a
Company Special Redemption Event, in whole or in part.
``Interest Payment Date'' means, in respect of the Initial Debt Securities, the Reset Date and
subsequently June 2 and December 2 of each year, commencing on June 2, 2006.
``Interest Payment Period'' means, in respect of the Initial Debt Securities, the period from and
including an Interest Payment Date (or, in the case of the first Interest Payment Period, the Issue
Date) to, but excluding, the next succeeding Interest Payment Date.
``Investment Company'' means an investment company within the meaning of the 1940 Act.
``Investment Company Act Event' means the request and receipt by Postbank of an opinion of a
nationally recognized U.S. law firm experienced in such matters to the effect that there is more
than an insubstantial risk that the Company or the Trust is or will be considered an Investment
Company as a result of (i) any judicial decision, pronouncement or interpretation (irrespective of
the manner made known), or (ii) the adoption or amendment of any law, rule or regulation, or
any notice or announcement (including any notice or announcement of intent to adopt such law,
rule or regulation), by any U.S. legislative body, court, governmental agency, or regulatory
authority, in each case after November 30, 2004 (the date of signing of the Purchase Agreement).
``IRS'' means the United States Internal Revenue Service.
``Issue Date'' means December 2, 2004, the date of issue of the Trust Preferred Securities.
``Issue Price'' means the initial offering price of 100 per cent. (equivalent to E 1,000 per Trust
Preferred Security).
` Junior Distributions'' means capital payments, dividends or other distributions on Junior
Securities (excluding capital payments, dividends or other distributions by a subsidiary of
Postbank exclusively to Postbank or a wholly-owned subsidiary of Postbank).
` Junior Securities'' means (i) common stock of Postbank, (ii) each class of preference shares of
Postbank ranking junior to Parity Securities of Postbank, if any, and any other instrument of
Postbank ranking pari passu therewith or junior thereto and (iii) preference shares or any other
instrument of any subsidiary of Postbank subject to any guarantee or support agreement of
Postbank ranking junior to the obligations of Postbank under the Support Undertaking.
` Lead Managers'' means BNP Paribas and Morgan Stanley & Co. International Limited.
` Liquidation Preference Amount'' means the Liquidation Preference Amount of E 1,000 per Trust
Preferred Security.
6

` LLC Act'' means the Delaware Limited Liability Company Act, as amended.
` LLC Agreement'' means the amended and restated limited liability company agreement of the
Company.
` Maturity Date'' means, in respect of the Initial Debt Securities, December 2, 2034.
` Netherlands Paying Agent'' means Deutsche Bank AG, Amsterdam, Netherlands.
` Offer Period'' means the period from and including November 12, 2004 to and including
November 19, 2004.
` Offering'' means the offering by Deutsche Postbank Funding Trust I of the Trust Preferred
Securities.
` Operating Profits'' of the Company for any Capital Payment Period means the excess of the
amounts payable (whether or not paid) on the Debt Securities or, after the Maturity Date, on the
Permitted Investments that the Company may then hold in accordance with the LLC Agreement
during such Capital Payment Period, over any operating expenses of the Company not paid or
reimbursed by Postbank or one of its branches or affiliates during such Capital Payment Period,
plus any reserves.
` Original Trust Preferred Securityholder'' means a person that acquires Trust Preferred Securities
on their original issue at their original Issue Price.
` Parity Securities'' means each class of the most senior ranking preference shares, if any, or other
instruments of Postbank qualifying as Tier I regulatory capital, and Parity Subsidiary Securities.
` Parity Subsidiary Securities'' means preference shares or other instruments qualifying as
consolidated Tier I regulatory capital of Postbank, or any other instrument of any subsidiary of
Postbank subject to any guarantee or support agreement of Postbank ranking pari passu with the
obligations of Postbank under the Support Undertaking.
` Permanent Global Certificates'' means permanent global certificates representing the Trust
Preferred Securities.
` Permitted Investments'' means investments by the Company in debt obligations of Postbank or
one or more Qualified Subsidiaries unconditionally guaranteed by Postbank (which may in either
case act through a non-German branch) on a subordinated basis or in U.S. Treasury securities;
provided, in each case, that such investment does not result in a Company Special Redemption
Event.
` Postbank' means Deutsche Postbank AG.
` Postbank Group'' means Postbank and its consolidated subsidiaries.
` Postbank Group Company'' means Postbank or a Qualified Subsidiary.
` Potential Securityholder'' means Postbank or a Qualified Subsidiary.
` Principal Amount'' means E 300,027,000 (equal to the gross proceeds from the issuance of the
Class B Preferred Securities plus certain amounts contributed by Postbank for the Class A
Preferred Security and the Company Common Security).
` Principal Paying Agent'' means Deutsche Bank AG, Frankfurt am Main, Federal Republic of
Germany.
` Property Account' means a segregated non-interest bearing trust account under the exclusive
control of the Property Trustee.
` Property Trustee'' means Deutsche Bank Trust Company Americas.
7

` Purchase Agreement'' means the purchase agreement, to be entered into among Postbank, the
Company, the Trust and the Lead Managers, pursuant to which the Trust will agree to sell to the
Lead Managers and the Lead Managers will agree to purchase the Trust Preferred Securities.
` Qualified Subsidiary'' means a subsidiary that is consolidated with Postbank for German bank
regulatory purposes of which more than 50 per cent. of the outstanding voting stock or other
equity interest entitled ordinarily to vote in the election of the directors or other governing body
(however designated) and of which more than 50 per cent. of the outstanding capital stock or
other equity interest is, at the time, beneficially owned or controlled directly or indirectly by
Postbank, which subsidiary meets the definition of ` a company controlled by its parent
company' as defined in Rule 3a-5 under the 1940 Act.
` Redemption Date'' means the date of redemption of the Class B Preferred Securities.
` Redemption Notice'' means notice of any redemption of the Class B Preferred Securities.
` Reference Rate'' means in respect of any Capital Payment Period (or Interest Payment Period in
the case of the Initial Debt Securities) commencing on or after the Reset Date, ` EUR-ISDA-
EURIBOR Swap Rate 11:00'' (the annual Euro swap rate expressed as a percentage for Euro
swap transactions with a 10-year maturity, the ` Designated Maturity' ), which appears on the
Reuters screen ``ISDAFIX2'' under the heading ` EURIBOR BASIS'' and above the caption "11:00
AM Frankfurt'' (as such headings and captions may appear from time to time) as of 11:00 a.m.,
Central European time (or such other page or service as may replace it for the purposes of such
rate) (the ` Relevant Screen Page' ) on the relevant Determination Date.
In the event that the foregoing rate does not appear on the Relevant Screen Page on any
Determination Date, the Reference Rate for the relevant Capital Payment Period (or Interest
Payment Period in the case of the Initial Debt Securities) will be the ` Reference Banks' Swap
Rate'' on such Determination Date. ` Reference Banks' Swap Rate' means the percentage rate
determined on the basis of the quotations of the ` mid-market annual swap rate'' provided by five
leading swap dealers in the interbank market (the ` Reference Banks' ) to the Calculation Agent at
approximately 11:00 a.m., Central European time, on the Determination Date. If at least three
quotations are provided, the Reference Rate for that Capital Payment Period (or Interest Payment
Period in the case of the Initial Debt Securities) will be the arithmetic mean of the quotations,
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest).
The ` mid-market annual swap rate' means the arithmetic mean of the bid and offered rates for
the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating Euro interest
rate swap transaction which transaction (a) has a term equal to the Designated Maturity and
commencing on the first day of such Capital Payment Period (or Interest Payment Period in the
case of the Initial Debt Securities), (b) is in an amount that is representative of a single transaction
in the relevant market at the relevant time with an acknowledged dealer of good credit in the
swap market, and (c) the floating leg of which is based on the 6-months EURIBOR rate (calculated
on an Actual/360 day count basis).
` Regulation S'' means Regulation S under the Securities Act.
` Regular Trustee'' means three of the Trustees who are employees or officers of Postbank or one
of its affiliates.
` Regulatory Event' means that (i) Postbank is notified by a relevant regulatory authority that, as a
result of the occurrence of any amendment to, or change (including any change that has been
adopted but not yet become effective) in, the applicable banking laws of the Federal Republic of
Germany (or any rules, regulations, interpretations or administrative practice thereunder,
including rulings of the relevant banking authorities) or the guidelines of the Basel Committee for
Banking Supervision after November 30, 2004, Postbank is not, or will not be, allowed to treat
either the Class B Preferred Securities or the Trust Preferred Securities as Tier I regulatory capital
for capital adequacy purposes on a consolidated basis, or (ii) the BaFin notifies Postbank or
otherwise announces that neither the Class B Preferred Securities nor the Trust Preferred
Securities (or securities substantially similar to the Class B Preferred Securities or the Trust
Preferred Securities) may or may any longer be treated as Tier I regulatory capital for capital
adequacy purposes on a consolidated basis.
8

` Relevant Jurisdiction'' means the United States of America, Germany or the jurisdiction of
residence of any obligor of the Debt Securities or any jurisdiction from which payments on the
Trust Preferred Securities, the Class B Preferred Securities or the Debt Securities are made.
` Reset Date'' means December 2, 2005.
` Restricted Period'' means the period ending on the expiry of the 40th day after the later of the
Issue Date and the completion of the distribution of the Trust Preferred Securities.
` Securities Act'' means the United States Securities Act of 1933, as amended.
` Servicer'' means PB Capital Corporation.
` Services Agreement' means the services agreement among the Trust, the Company and the
Servicer.
` Stated Rate'' means, for the first Capital Payment Period the Fixed Rate, and for each
subsequent Capital Payment Period, the Floating Rate, in each case calculated on the basis of a
360 day year of 12 months of 30 days each divided by 360 (30/360), provided that no Capital
Payment for any Capital Payment Period commencing on or after the Reset Date shall accrue at a
rate of more than 8.00 per cent. per annum.
` Substitute Debt Securities'' means any debt securities issued in substitution for the Initial Debt
Securities.
` Successor Securities'' means other securities having substantially the same terms as the Trust
Securities.
` Support Undertaking'' means the support agreement between Postbank and the Company as
set forth in Appendix A.
` TARGET'' means the Trans-European Automated Real-time Gross settlement Express Transfer
system.
` Tax Event' means the receipt by Postbank of an opinion of a nationally recognized law firm or
other tax adviser in a Relevant Jurisdiction, experienced in such matters, to the effect that, as a
result of (i) any amendment to, or clarification of, or change (including any announced
prospective change) in, the laws or treaties (or any regulations promulgated thereunder) of a
Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein affecting
taxation, (ii) any Administrative Action, or (iii) any amendment to, clarification of, or change in
the official position or the interpretation of such Administrative Action or any interpretation or
pronouncement that provides for a position with respect to such Administrative Action that
differs from the theretofore generally accepted position, in each case, by any legislative body,
court, governmental authority or regulatory body, irrespective of the manner in which such
amendment, clarification or change is made known, which amendment, clarification or change is
effective, or which pronouncement or decision is announced, after the date of issuance of the
Company Securities and the Trust Securities, there is more than an insubstantial risk that (a) the
Trust or the Company is or will be subject to more than a de minimis amount of taxes, duties or
other governmental charges, or (b) the Trust, the Company or an obligor of the Debt Securities
would be obligated to pay Additional Amounts or Additional Interest Amounts.
` Temporary Global Certificates'' means temporary global certificates representing the Trust
Preferred Securities.
` Trust' means Deutsche Postbank Funding Trust I, a statutory trust created under the laws of the
State of Delaware, United States of America.
` Trust Act' means the Delaware Statutory Trust Act.
` Trust Agreement' means the declaration of trust among the Trustees and the Company, as
sponsor, as amended and restated.
` Trust Common Security'' means one common security of the Trust.
` Trust Preferred Securities'' means E 300,000,000 registered noncumulative Trust Preferred
Securities offered in the Offering.
9