POSASR

As filed with the Securities and Exchange Commission on April 30, 2008

Registration No. 333-137902

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 5 to

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DEUTSCHE BANK AKTIENGESELLSCHAFT

(Exact name of Registrant as specified in its charter)

DEUTSCHE BANK CORPORATION

(Translation of Registrant’s name into English)

Federal Republic of Germany	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
+49-69-910-0
(Address and telephone number of Registrant’s principal executive offices)

DEUTSCHE BANK CONTINGENT	DEUTSCHE BANK CONTINGENT
CAPITAL LLC V	CAPITAL TRUST V
(Exact name of Registrant as specified in its	(Exact name of Registrant as specified in its
charter)	charter)
Delaware	Delaware
(State or other jurisdiction of incorporation or	(State or other jurisdiction of incorporation or
organization)	organization)
26-2498666	26-6356518
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
60 Wall Street	60 Wall Street
New York, New York 10005	New York, New York 10005
212-250-2077	212-250-2077
(Address and telephone number of Registrant’s	(Address and telephone number of Registrant’s
principal executive offices)	principal executive offices)

Deutsche Bank Americas
c/o Office of the Secretary
60 Wall Street
New York, NY 10005
Attention: Peter Sturzinger
212-250-5591
(Name, address and telephone number of agent for service)

Copies to:
Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
Attn: Legal Dept.

Alan S. Dunning	Patrick S. Kenadjian
Cleary Gottlieb Steen & Hamilton LLP	Davis Polk & Wardwell
City Place House	Messeturm
55 Basinghall Street	D-60308 Frankfurt am Main
London EC2V 5 EH	Germany
England	+49 69 97 57 03 0
+44 20 7614 2200
Ward A. Greenberg	James Leyden, Jr., Esq.
Cleary Gottlieb Steen & Hamilton LLP	Richards, Layton & Finger, P.A.
Main Tower	One Rodney Square
Neue Mainzer Strasse 52	P.O. Box 551
D-60311 Frankfurt am Main	Wilmington, Delaware 19899
Germany	302-651-7700
+49 69 97103-0

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), please check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement for the same offering. o

     If this Form is a Registration Statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title Of Each Class	Amount To Be	Aggregate Price per	Aggregate Offering	Amount Of
Of Securities To Be Registered	Registered(1)	Unit(1)	Price(1)	Registration Fee(1)
Senior Debt Securities of Deutsche Bank Aktiengesellschaft	—	—	—	—
Warrants of Deutsche Bank Aktiengesellschaft Debt Warrants Equity Warrants Other Warrants(2)	—	—	—	—
Purchase Contracts of Deutsche Bank Aktiengesellschaft (3)	—	—	—	—
Units of Deutsche Bank Aktiengesellschaft (4)	—	—	—	—
Trust Preferred Securities of Deutsche Bank Contingent Capital Trust V	—	—	—	—
Company Preferred Securities of Deutsche Bank Contingent Capital LLC V (5)	—	—	—	—
Subordinated Guarantees of Deutsche Bank Aktiengesellschaft in connection with Capital Securities (5)	—	—	—	—

(1)	This Registration Statement also relates to offers and sales of securities in connection with market-making transactions by and through certain affiliates of the Registrants, which may include Deutsche Bank Securities Inc. An unspecified aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices in U.S. dollars or equivalent thereof in foreign denominated coin or currency or currency units. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion, or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r), the Registrants are deferring payment of all of the registration fee.
(2)	Warrants may be issued together with any of the debt securities or purchase contracts registered hereby or any combination of such securities. Warrants may be offered to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, one or more of the following: (i) securities issued by an entity affiliated or not affiliated with the Registrants, a basket or baskets of those securities, an index or indices of those securities or any combination of the above, (ii) currencies, (iii) commodities, and (iv) any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.
(3)	Purchase contracts may be issued together with any of the debt securities or warrants registered hereby or any combination of such securities. Purchase contracts may be offered to purchase or sell, or whose redemption value is determined by reference to the performance, level or value of, one or more of the following: (i) securities issued by an entity affiliated or not affiliated with the Registrants, a basket or baskets of those securities, an index or indices of those securities or any combination of the above, (ii) currencies, (iii) commodities, and (iv) any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.
(4)	Units may consist of any combination of the securities being registered hereby, and debt obligations or other securities of an entity affiliated or not affiliated with the Registrants.
(5)	No separate consideration will be received for the company preferred securities of Deutsche Bank Contingent Capital LLC V or the subordinated guarantees of Deutsche Bank Aktiengesellschaft. Pursuant to Rule 457(a) under the Securities Act of 1933, no separate fee will be payable with respect to such securities.

TABLE OF CONTENTS

Exhibit 4.1

Exhibit 4.3

Exhibit 25.1

Exhibit 25.2

Exhibit 25.3

Exhibit 25.4

EXPLANATORY NOTE

The purpose of this post-effective amendment is to add two registrants (Deutsche Bank Contingent Capital LLC V and Deutsche Bank Contingent Capital Trust V) to the Registration Statement No. 333-137902, filed with the Securities and Exchange Commission on October 10, 2006 (the “Registration Statement”), and to file as exhibits to such Registration Statement documents relating to these registrants. The prospectus filed in Part I of the Registration Statement is not being amended hereby and has, therefore, been omitted from this post-effective amendment.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

     Deutsche Bank Aktiengesellschaft

     Under German law, a corporation may indemnify its officers, and, under certain circumstances, German labor law requires a stock corporation to do so. However, a corporation may not, as a general matter, indemnify members of the Management Board or the Supervisory Board. A German stock corporation may, however, purchase directors’ and officers’ insurance. The insurance may be subject to any mandatory restrictions imposed by German law. In addition, German law may permit a corporation to indemnify a member of the Management Board or the Supervisory Board for attorneys’ fees incurred if such member is the successful party in a suit in a country, like the United States, where winning parties are required to bear their own costs, if German law would have required the losing party to pay the member’s attorneys’ fees had the suit been brought in Germany and for attorneys’ fees incurred in connection with other proceedings.

     Members of the registrant’s Supervisory Board and Management Board and officers of the registrant are covered by customary liability insurance, including insurance against liabilities under the Securities Act.

Deutsche Bank Contingent Capital Trust V

     Section 8, 9 and 10 of the initial trust agreement relating to the formation of Deutsche Bank Contingent Capital Trust V provide as follows regarding indemnification:

     “8. (a) The Trustees (the “Fiduciary Indemnified Persons”) shall not be liable, responsible or accountable in damages or otherwise to the Trust, the Sponsor, any other Trustee or any holder of the Trust Securities for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement or by law, except that the Fiduciary Indemnified Persons shall be liable for any such loss, damage or claim incurred by reason of the Fiduciary Indemnified Person’s gross negligence, bad faith or willful misconduct with respect to such acts or omissions.

     (b) The Fiduciary Indemnified Persons shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any person as to matters the Fiduciary Indemnified Persons reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to holders of Trust Securities might properly be paid.

     9. The Sponsor agrees, to the fullest extent permitted by applicable law, (a) to indemnify and hold harmless each Fiduciary Indemnified Person, or any of its officers, directors, shareholders, employees, representatives or agents, from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by reason of the creation, operation or termination of the Trust in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be indemnified in respect of any loss, damage or claim incurred by the Fiduciary Indemnified Persons by reason of gross negligence, bad faith or willful misconduct with respect to such acts or omissions; and (b) to advance expenses (including reasonable legal fees and expenses) incurred by a Fiduciary Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of an undertaking by or on behalf of such Fiduciary Indemnified Persons to repay such amount if it shall be determined that such Fiduciary Indemnified Person is not entitled to be indemnified as authorized in the preceding subsection. Promptly after receipt by a Fiduciary Indemnified Person of notice of the commencement of any action, such Fiduciary Indemnified Person will, if a claim in respect thereof is to be made against the Sponsor under this Section 9, notify the Sponsor in writing of the commencement thereof, provided that failure to give such prompt notice shall not impair the obligations of the Sponsor hereunder except to the extent that such failure to provide notice materially prejudices the Sponsor. The Sponsor shall be entitled to appoint counsel of the Sponsor’s choice at the Sponsor’s expense to represent the Fiduciary Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be satisfactory to the Fiduciary Indemnified Persons. The Sponsor will not, without the prior written consent of the Fiduciary Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Fiduciary Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

     10. The provisions of Section 8 and Section 9 shall survive the termination of this Trust Agreement or the earlier resignation or removal of the Fiduciary Indemnified Persons.”

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Deutsche Bank Contingent Capital LLC V

     The Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

     Section 18 of the initial LLC agreement relating to the formation of Deutsche Bank Contingent Capital LLC V provides as follows regarding indemnification:

     18. Exculpation and Indemnification. No member of the Company or Officer shall be liable to the Company, or any other person or entity who is bound by this agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such member of the Company or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member of the Company or Officer by this Agreement, except that a member of the Company or Officer shall be liable for any such loss, damage or claim incurred by reason of such member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a member of the Company or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such member or Officer by reason of any act or omission performed or omitted by such member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member or Officer by this Agreement, except that no member of the Company or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no member of the Company shall have personal liability on account thereof.

Exhibits

     Reference is made to the Exhibit Index included herewith which is incorporated herein by reference.

Undertakings

     The undersigned Registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

          (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by Deutsche Bank AG pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered in the post-effective amendment, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

 (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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 (4) In the case of Deutsche Bank Aktiengesellschaft, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that Deutsche Bank Aktiengesellschaft includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by Deutsche Bank Aktiengesellschaft pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

 (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

     (i) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

     (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

     (6) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i) Any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned Registrant or used or referred to by such undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by or on behalf of such undersigned Registrant; and

          (iv) Any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

     (7) That, for purposes of determining any liability under the Securities Act of 1933, each filing of Deutsche Bank Aktiengesellschaft’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Frankfurt am Main, Germany, as of this 30th day of April 2008.

DEUTSCHE BANK AKTIENGESELLSCHAFT
By:	/s/ Jonathan Blake
	Name: Jonathan Blake
	Title: Head of Capital Market Issuance
By:	/s/ Marco Zimmermann
	Name: Marco Zimmermann
	Title: VP, Issuance and Liquidity Manager

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of this 30th day of April 2008.

Signature	Title
*	Chairman of the Management Board
Dr. Josef Ackermann
*	Member of the Management Board and Chief Risk Officer
Dr. Hugo Banziger
*	Member of the Management Board and Chief Financial Officer
Anthony Di Iorio
*	Member of the Management Board and Chief Operating Officer
Hermann-Josef Lamberti
*	Managing Director
Martin Edelmann
*	Authorized Representative in the United States
Peter Sturzinger
* By:     /s/ Richard Ferguson	Attorney-in-fact
Name:   Richard Ferguson
* By:     /s/ Joseph J. Rice	Attorney-in-fact
Name:   Joseph J. Rice

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Frankfurt am Main, Germany, as of this 30^th day of April 2008.

DEUTSCHE BANK CONTINGENT CAPITAL TRUST V
By:	DEUTSCHE BANK CONTINGENT CAPITAL LLC V
By:	DEUTSCHE BANK AKTIENGESELLSCHAFT
By:	/s/ Joachim Bartsch
	Name: Joachim Bartsch
	Title: Director
By:	/s/ Marco Zimmermann
	Name: Marco Zimmermann
	Title: VP, Issuance and Liquidity Manager

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities as of this 30^th day of April 2008.

Name		Title
DEUTSCHE BANK CONTINGENT CAPITAL LLC V		Sponsor
By:	DEUTSCHE BANK AKTIENGESELLSCHAFT, as Member
By:	/s/ Joachim Bartsch
	Name: Joachim Bartsch
	Title: Director
By:	/s/ Marco Zimmermann
	Name: Marco Zimmermann
	Title: VP, Issuance and Liquidity Manager

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Frankfurt am Main, Germany, as of this 30^th day of April 2008.

DEUTSCHE BANK CONTINGENT CAPITAL LLC V
By:	DEUTSCHE BANK AKTIENGESELLSCHAFT
By:	/s/ Joachim Bartsch
	Name: Joachim Bartsch
	Title: Director
By:	/s/ Marco Zimmermann
	Name: Marco Zimmermann
	Title: VP, Issuance and Liquidity Manager

POWER OF ATTORNEY

     The Registrant hereby constitutes and appoints Richard W. Ferguson, Joseph Rice, Helmut Mannhardt and Anjali Thadani, any two such individuals acting together, its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for its and its name, place and stead, in any and all capacities, to sign any and all post-effective amendments to the Registration Statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities as of this 30^th day of April 2008.

Name		Title
DEUTSCHE BANK AKTIENGESELLSCHAFT		Member
By:	/s/ Joachim Bartsch
	Name: Joachim Bartsch
	Title: Director
By:	/s/ Marco Zimmermann
	Name: Marco Zimmermann
	Title: VP, Issuance and Liquidity Manager

EXHIBIT INDEX

Exhibit
Number	Description
1.3	Form of Purchase Agreement.*
4.1	Initial Trust Agreement of Deutsche Bank Contingent Capital Trust V.
4.2	Form of Amended and Restated Trust Agreement of Deutsche Bank Contingent Capital Trust V.*
4.3	Initial Limited Liability Company Agreement of Deutsche Bank Contingent Capital LLC V.
4.4	Form of Amended and Restated LLC Agreement of Deutsche Bank Contingent Capital LLC V.*
4.5	Form of Trust Preferred Securities Subordinated Guarantee Agreement.*
4.6	Form of Company Preferred Securities Subordinated Guarantee Agreement.*
4.7	Form of Trust Preferred Security for Deutsche Bank Contingent Capital Trust V (included in Item 4.2).*
4.8	Form of Company Preferred Security (included in Item 4.4).*
4.9	Form of Subordinated Deposit Agreement by and between Deutsche Bank Contingent Capital LLC V and Deutsche Bank Aktiengesellschaft.*
4.10	Form of Subordinated Debt Obligation issued in connection with certain Capital Securities.*
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP.*
5.2	Opinion of Group Legal Services of Deutsche Bank Aktiengesellschaft.*
5.3	Opinion of Richards, Layton & Finger, P.A.*
8.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP regarding tax matters.*
23.1	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Item 5.1 and Item 8.1).*
23.2	Consent of Group Legal Services of the Registrant (included in Item 5.2).*
23.3	Consent of Richards, Layton & Finger, P.A (included in Item 5.3).*
24.1	Powers of Attorney for Deutsche Bank Contingent Capital LLC V (included on the signature pages to this registration statement).
25.1	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as trustee under the subordinated company preferred guarantee agreement in connection with the capital securities.
25.2	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as trustee under the subordinated trust preferred guarantee agreement in connection with the capital securities.
25.3	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as property trustee, under the amended and restated trust agreement relating to Deutsche Bank Contingent Capital Trust V.
25.4	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as manager trustee, under the amended and restated LLC agreement relating to Deutsche Bank Contingent Capital LLC V.

* To be filed by amendment or incorporated by reference. Deutsche Bank Aktiengesellschaft will furnish on a Form 6-K and incorporate by reference any related Form used in the future and not previously filed by means of an amendment or incorporated by reference.

EX-4.1

Exhibit 4.1

TRUST AGREEMENT OF DEUTSCHE BANK CONTINGENT CAPITAL TRUST V

          TRUST AGREEMENT of Deutsche Bank Contingent Capital Trust V, dated as of April 24, 2008, among DEUTSCHE BANK CONTINGENT CAPITAL LLC V, a Delaware limited liability company (the “Sponsor”), and THE BANK OF NEW YORK, a New York banking corporation (the “Property Trustee”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation (the “Delaware Trustee”), as trustees (together with such other trustees as the Sponsor may, from time to time, appoint hereunder, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

          1. The trust created hereby (the “Trust”) shall be known as “Deutsche Bank Contingent Capital Trust V,” in which name the Trustees, or the Sponsor to the extent provided herein, may engage in the transactions contemplated hereby may conduct the business of the Trust, make and execute contracts, and sue and be sued on behalf of the Trust.

          2. The Sponsor hereby assigns, transfers, conveys and sets over to the Property Trustee the sum of $10. The Property Trustee hereby acknowledges receipt of such amount in trust from the Sponsor, which amount shall constitute the initial trust estate. The Sponsor shall be the initial beneficial owner of the Trust. The Property Trustee hereby declares that it will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the Trust. The Trustees are hereby authorized, empowered and directed to execute and file a certificate of trust in the office of the Secretary of State of the State of Delaware in the form attached hereto. The Trust is hereby established by the Sponsor and the Trustees for the exclusive purpose of (i) issuing, offering and selling trust preferred securities (“Trust Preferred Securities”) representing undivided beneficial interests in the assets of the Trust in exchange for cash and investing the proceeds thereof in Class B preferred securities of the Sponsor, (ii) issuing and selling common securities (“Common Securities” and, together with the Trust Preferred Securities, “Trust Securities”) representing undivided beneficial interests in the assets of the Trust in exchange for cash and investing the proceeds thereof in additional Class B preferred securities of the Sponsor and (iii) engaging in such other activities as are necessary, convenient or incidental thereto, including, without limitation, the activities contemplated in Section 5 hereof.

          3. Concurrent with the first issuance of any Trust Securities by the Trust, the Sponsor and the Trustees intend to enter into an amended and restated trust agreement (the “Amended and Restated Trust Agreement”), substantially in the form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust Preferred Securities and the Common Securities referred to therein. Prior to the execution and delivery of such Amended and Restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate other than (i) the execution of the Certificate of Trust and (ii) the receipt and holding in trust of $10 as the initial trust estate. The Sponsor, as agent for the Trust pursuant to Section 3806(b)(7) of the Statutory Trust Act, and the Trustees shall take any and all

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action on behalf of the Trust prior to the execution and delivery of the Amended and Restated Trust Agreement as may be necessary to obtain any licenses, consents or approvals as required by applicable law or otherwise, and to take the actions contemplated by paragraph 5 hereof.

          4. The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Statutory Trust Act that the Trust have at least one trustee with a principal place of business in the State of Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the other Trustees. The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that, to the fullest extent permitted by applicable law, such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement.

          5. The Trust hereby authorizes and directs the Sponsor, as the sponsor of the Trust, (i) to prepare or cause the preparation of and to file with the U.S. Securities Exchange Commission a prospectus supplement relating to the offering of the Trust Preferred Securities pursuant to a registration statement on Form F-3 (No. 333-137902) (the “1933 Act Registration Statement”); (ii) to prepare or cause the preparation of and to file with the New York Stock Exchange, Inc. or any other national stock exchange or The Nasdaq National Market or any foreign stock exchange (each, an “Exchange”) and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Trust Preferred Securities to be listed on any of the Exchanges; (iii) to prepare or cause the preparation of and to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Trust Preferred Securities under the securities or blue sky laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver on behalf of the Trust any and all letters or documents to, or instruments for filing with, a depository relating to the Trust Preferred Securities of the Trust; and (v) to negotiate and execute on behalf of the Trust one or more underwriting agreements relating to the offer and sale of the Trust Preferred Securities. In the event that any filing referred to in clauses (ii) or (iii) above is required by the rules and regulations of the New York Stock Exchange Inc., or The Nasdaq National Market or state securities or blue sky laws to be executed on behalf of the Trust by the Trustees, the Trustees are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the New York Stock Exchange Inc., or The Nasdaq National Market or state securities or blue sky laws.

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          6. The number of Trustees initially shall be two (2) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of Trustees; provided, however, that the number of Trustees shall in no event be less than one (1); and provided, further, however, that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and meets any other requirements imposed by applicable law. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty (30) days prior notice to the Sponsor provided that its office shall only terminate if there is at least one (1) remaining Trustee satisfying the requirements of this Trust Agreement or if a successor trustee has been appointed.

          7. The recitals contained in this Trust Agreement shall be taken as statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Trust Agreement.

          8. (a) The Trustees (the “Fiduciary Indemnified Persons”) shall not be liable, responsible or accountable in damages or otherwise to the Trust, the Sponsor, any other Trustee or any holder of the Trust Securities for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement or by law, except that the Fiduciary Indemnified Persons shall be liable for any such loss, damage or claim incurred by reason of the Fiduciary Indemnified Person’s gross negligence, bad faith or willful misconduct with respect to such acts or omissions.

               (b) The Fiduciary Indemnified Persons shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any person as to matters the Fiduciary Indemnified Persons reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to holders of Trust Securities might properly be paid.

          9. The Sponsor agrees, to the fullest extent permitted by applicable law,

               (a) to indemnify and hold harmless each Fiduciary Indemnified Person, or any of its officers, directors, shareholders, employees, representatives or agents, from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified Persons by reason of the creation, operation or termination of the Trust in a manner the Fiduciary Indemnified Persons reasonably believed to be

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within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be indemnified in respect of any loss, damage or claim incurred by the Fiduciary Indemnified Persons by reason of gross negligence, bad faith or willful misconduct with respect to such acts or omissions; and

               (b) to advance expenses (including reasonable legal fees and expenses) incurred by a Fiduciary Indemnified Person in defending any claim, demand, action, suit or proceeding, from time to time, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust of an undertaking by or on behalf of such Fiduciary Indemnified Persons to repay such amount if it shall be determined that such Fiduciary Indemnified Person is not entitled to be indemnified as authorized in the preceding subsection. Promptly after receipt by a Fiduciary Indemnified Person of notice of the commencement of any action, such Fiduciary Indemnified Person will, if a claim in respect thereof is to be made against the Sponsor under this Section 9, notify the Sponsor in writing of the commencement thereof, provided that failure to give such prompt notice shall not impair the obligations of the Sponsor hereunder except to the extent that such failure to provide notice materially prejudices the Sponsor. The Sponsor shall be entitled to appoint counsel of the Sponsor’s choice at the Sponsor’s expense to represent the Fiduciary Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be satisfactory to the Fiduciary Indemnified Persons. The Sponsor will not, without the prior written consent of the Fiduciary Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Fiduciary Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

          10. The provisions of Section 8 and Section 9 shall survive the termination of this Trust Agreement or the earlier resignation or removal of the Fiduciary Indemnified Persons.

          11. The Trust may terminate without issuing any Trust Securities at the election of the Sponsor and shall terminate if no Trust Securities shall have been issued within six months from the date hereof.

          12. This Trust Agreement may be executed in one or more counterparts.

          13. This Trust Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to the principles of conflict of laws.

[signature page follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as of the day and year first above written.

DEUTSCHE BANK CONTINGENT CAPITAL LLC V, as Sponsor BY: Deutsche Bank AG, as Member of the Sponsor
By:	/s/ Jonathan Blake
	Name:	Jonathan Blake
	Title:	Director; Head of Capital Market Issuance
By:	/s/ Marco Zimmerman
	Name:	Marco Zimmerman
	Title:	VP, Issuance and Liquidity Manager
THE BANK OF NEW YORK, as Property Trustee
By:	/s/ Lesley Daley
	Name:	Lesley Daley
	Title:	Assistant Vice President
DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee
By:	/s/ Michelle Siwik
	Name:	Michelle Siwik
	Title:	Associate
By:	/s/ Joe Caruso
	Name:	Joe Caruso
	Title:	Assistant Vice President

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EX-4.3

Exhibit 4.3

LIMITED LIABILITY COMPANY AGREEMENT

OF

DEUTSCHE BANK CONTINGENT CAPITAL LLC V

          This Limited Liability Company Agreement (this “Agreement”) of Deutsche Bank Contingent Capital LLC V is entered into by Deutsche Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the “Member”).

          The Member, by execution of this Agreement, hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Deutsche Bank Contingent Capital LLC V (the “Company”).

          2. Certificates. James G. Leyden, Jr., as an authorized person within the meaning of the Act, shall execute, deliver and file the Certificate of Formation with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an authorized person shall cease and the Member shall thereafter be designated as an authorized person within the meaning of the Act. The Member or an Officer (as defined herein) shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

          3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

          4. Powers.

               a. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

                    (i) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

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                    (ii) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

                    (iii) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

                    (iv) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

                    (v) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

                    (vi) invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

                    (vii) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

                    (viii) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

                    (ix) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

                    (x) enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

                    (xi) do such other things and engage in such other activities related to the foregoing as may be necessary, appropriate, proper, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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               b. Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to:

                    (i) issue preferred limited liability company interests in the Company (the “Preferred Securities”);

                    (ii) issue common limited liability company interests in the Company (the “Common Security”);

                    (iii) invest the proceeds of the issuance and sale of the Preferred Securities and Common Security in a perpetual subordinated note or other eligible investments issued by the Member or one of its branches or subsidiaries; and

                    (iv) (a) prepare or cause the preparation of and to file with the U.S. Securities Exchange Commission a prospectus supplement relating to the offering of trust preferred securities by Deutsche Bank Contingent Capital Trust V pursuant to a registration statement on Form F-3 (No. 333-137902), and (b) cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to, the issuance and offering of the Preferred Securities.

               c. Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

          5. General Provisions Regarding Preferred Securities. There is hereby authorized for issuance and sale Preferred Securities having an aggregate initial liquidation preference not to exceed $15,000,000,000. Upon issuance as provided in this Agreement, the Preferred Securities so issued shall be deemed duly authorized, validly issued, fully paid and nonassessable. Subject to the express provisions of this Agreement, the Company shall have authority to fix the terms of the Preferred Securities that may be issued by the Company by an amendment to this Agreement that shall set forth the terms of such securities including, without limitation, the following: (1) the specific designation of the Preferred Securities; (2) the number or liquidation preference amount of Preferred Securities; (3) the dividend rate or rates, or method of its calculation, the date or dates on which the Company will pay dividends and the record date for any dividends on the Preferred Securities; (4) the amount or amounts that the Company will pay out of its assets to the holders of the Preferred Securities upon the Company’s liquidation; (5) the obligation or option, if any, of the Company to purchase or redeem the Preferred Securities and the price or prices (or formula for determining the price) at which, the period or periods within which, and the terms and conditions upon which the Company will or may purchase or redeem Preferred Securities, in whole or in part, pursuant to the obligation or option; (6) the voting rights, if any, of the Preferred Securities and Common Security, including any vote

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required to amend this Agreement; (7) the criteria for determining whether and to what extent the Company will be required to pay dividends on the Preferred Securities or will be prohibited from paying dividends on the Preferred Securities; (8) terms for any optional or mandatory conversion or exchange of Preferred Securities into other securities, including shares of the Member; (9) whether and to what extent the Company will be required to pay any additional amounts in respect of withholding taxes; (10) the right, if any, of the Company to change the dividend preference of the Preferred Securities; and (11) any other relative rights, preferences, privileges, limitations or restrictions of the Preferred Securities not inconsistent with this Agreement or applicable law. Unless otherwise provided in an amendment to this Agreement, the Preferred Securities shall be perpetual and non-cumulative. The Preferred Securities shall be issued in registered form only. The form of certificate evidencing the Preferred Securities, if any, will be set forth in an amendment to this Agreement.

          6. Principal Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined by the Member.

          7. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801.

          8. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801.

          9. Members. The name and the mailing address of the Member is set forth in the records of the Company.

          10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

          11. Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

          12. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a member of the Company may make additional capital contributions to the Company with the written consent of the Member.

          13. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          14. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the

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contrary contained in this Agreement, the Company shall not make a distribution to any member of the Company on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

          15. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

          16. Officers. The Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member.

          17. Other Business. Notwithstanding any duties otherwise existing at law or in equity, the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

          18. Exculpation and Indemnification. No member of the Company or Officer shall be liable to the Company, or any other person or entity who is bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such member of the Company or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member or Officer by this Agreement, except that a member of the Company or Officer shall be liable for any such loss, damage or claim incurred by reason of such member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, a member of the Company or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such member or Officer by reason of any act or omission performed or omitted by such member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such member or Officer by this Agreement, except that no member of the Company or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and no member of the Company shall have personal liability on account thereof.

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          19. Assignments. A member of the Company may assign in whole or in part its limited liability company interest with the written consent of the Member. If a member of the Company transfers all of its interest in the Company pursuant to this Section 19, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor member shall cease to be a member of the Company.

          20. Resignation. A member of the Company may resign from the Company with the written consent of the Member. If a member of the Company is permitted to resign pursuant to this Section 20, an additional member shall be admitted to the Company, subject to Section 21, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning member shall cease to be a member of the Company.

          21. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

          22. Dissolution.

               a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of such member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

               b. The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

               c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

          23. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

          24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

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          25. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

          26. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

          27. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

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          IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the 24th day of April 2008. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of April 24, 2008.

DEUTSCHE BANK AKTIENGESELLSCHAFT
By:	/s/ Jonathan Blake
	Name:	Jonathan Blake
	Title:	Director; Head of Capital Market Issuance
By:	/s/ Marco Zimmermann
	Name:	Marco Zimmermann
	Title:	VP, Issuance and Liquidity Manager

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EX-25.1

EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

DEUTSCHE BANK AKTIENGESELLSCHAFT
(Exact name of obligor as specified in its charter)

DEUTSCHE BANK CORPORATION
(Translation of Registrant’s name into English)

Federal Republic of Germany (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Theodor-Heuss-Allee 70 60486 Frankfurt am Main
Germany
(Address of principal executive offices)	(Zip code)

Subordinated Guarantee of Company Preferred Securities
of Deutsche Bank Contingent Capital LLC V
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)	Whether it is authorized to exercise corporate trust powers.
Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

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6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 29th day of April, 2008.

THE BANK OF NEW YORK
By:	/S/ BEATA HRYNIEWICKA
	Name:	BEATA HRYNIEWICKA
	Title:	ASSISTANT VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,211,000
Interest-bearing balances		24,114,000
Securities:
Held-to-maturity securities		1,776,000
Available-for-sale securities		25,801,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		7,888,000
Securities purchased under agreements to resell		168,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		34,419,000
LESS: Allowance for loan and lease losses		262,000
Loans and leases, net of unearned income and allowance		34,157,000
Trading assets		4,576,000
Premises and fixed assets (including capitalized leases)		946,000
Other real estate owned		3,000
Investments in unconsolidated subsidiaries and associated companies		719,000
Not applicable
Intangible assets:
Goodwill		2,492,000
Other intangible assets		1,002,000
Other assets		8,819,000

	Dollar Amounts
	In Thousands
Total assets		115,672,000
LIABILITIES
Deposits:
In domestic offices		31,109,000
Noninterest-bearing		18,814,000
Interest-bearing		12,295,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		54,411,000
Noninterest-bearing		3,890,000
Interest-bearing		50,521,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		893,000
Securities sold under agreements to repurchase		110,000
Trading liabilities		3,743,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		3,571,000
Not applicable
Not applicable
Subordinated notes and debentures		2,955,000
Other liabilities		9,751,000
Total liabilities		106,543,000
Minority interest in consolidated subsidiaries		157,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,368,000
Retained earnings		5,918,000
Accumulated other comprehensive income		-449,000
Other equity capital components		0
Total equity capital		8,972,000
Total liabilities, minority interest, and equity capital		115,672,000

     I, Bruce W. Van Saun, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Bruce W. Van Saun,
Chief Financial Officer
 

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Steven G. Elliott	Directors
Robert P. Kelly

EX-25.2

EXHIBIT 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

DEUTSCHE BANK AKTIENGESELLSCHAFT
(Exact name of obligor as specified in its charter)

DEUTSCHE BANK CORPORATION
(Translation of Registrant’s name into English)

Federal Republic of Germany (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
Theodor-Heuss-Allee 70 60486 Frankfurt am Main
Germany
(Address of principal executive offices)	(Zip code)

Subordinated Guarantee of Trust Preferred Securities
of Deutsche Bank Contingent Capital Trust V
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)	Whether it is authorized to exercise corporate trust powers.
Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

-2-

6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 29th day of April, 2008.

THE BANK OF NEW YORK
By:	/S/ BEATA HRYNIEWICKA
	Name:	BEATA HRYNIEWICKA
	Title:	ASSISTANT VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,211,000
Interest-bearing balances		24,114,000
Securities:
Held-to-maturity securities		1,776,000
Available-for-sale securities		25,801,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		7,888,000
Securities purchased under agreements to resell		168,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		34,419,000
LESS: Allowance for loan and lease losses		262,000
Loans and leases, net of unearned income and allowance		34,157,000
Trading assets		4,576,000
Premises and fixed assets (including capitalized leases)		946,000
Other real estate owned		3,000
Investments in unconsolidated subsidiaries and associated companies		719,000
Not applicable
Intangible assets:
Goodwill		2,492,000
Other intangible assets		1,002,000
Other assets		8,819,000

	Dollar Amounts
	In Thousands
Total assets		115,672,000
LIABILITIES
Deposits:
In domestic offices		31,109,000
Noninterest-bearing		18,814,000
Interest-bearing		12,295,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		54,411,000
Noninterest-bearing		3,890,000
Interest-bearing		50,521,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		893,000
Securities sold under agreements to repurchase		110,000
Trading liabilities		3,743,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		3,571,000
Not applicable
Not applicable
Subordinated notes and debentures		2,955,000
Other liabilities		9,751,000
Total liabilities		106,543,000
Minority interest in consolidated subsidiaries		157,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,368,000
Retained earnings		5,918,000
Accumulated other comprehensive income		-449,000
Other equity capital components		0
Total equity capital		8,972,000
Total liabilities, minority interest, and equity capital		115,672,000

     I, Bruce W. Van Saun, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Bruce W. Van Saun,
Chief Financial Officer
 

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Steven G. Elliott	Directors
Robert P. Kelly

EX-25.3

EXHIBIT 25.3

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

DEUTSCHE BANK CONTINGENT CAPITAL TRUST V
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-6356518 (I.R.S. employer identification no.)
60 Wall Street New York, New York	10005
(Address of principal executive offices)	(Zip code)

Trust Preferred Securities
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)	Whether it is authorized to exercise corporate trust powers.
Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

-2-

6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 29th day of April, 2008.

THE BANK OF NEW YORK
By:	/S/ BEATA HRYNIEWICKA
	Name:	BEATA HRYNIEWICKA
	Title:	ASSISTANT VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,211,000
Interest-bearing balances		24,114,000
Securities:
Held-to-maturity securities		1,776,000
Available-for-sale securities		25,801,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		7,888,000
Securities purchased under agreements to resell		168,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		34,419,000
LESS: Allowance for loan and lease losses		262,000
Loans and leases, net of unearned income and allowance		34,157,000
Trading assets		4,576,000
Premises and fixed assets (including capitalized leases)		946,000
Other real estate owned		3,000
Investments in unconsolidated subsidiaries and associated companies		719,000
Not applicable
Intangible assets:
Goodwill		2,492,000
Other intangible assets		1,002,000
Other assets		8,819,000

	Dollar Amounts
	In Thousands
Total assets		115,672,000
LIABILITIES
Deposits:
In domestic offices		31,109,000
Noninterest-bearing		18,814,000
Interest-bearing		12,295,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		54,411,000
Noninterest-bearing		3,890,000
Interest-bearing		50,521,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		893,000
Securities sold under agreements to repurchase		110,000
Trading liabilities		3,743,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		3,571,000
Not applicable
Not applicable
Subordinated notes and debentures		2,955,000
Other liabilities		9,751,000
Total liabilities		106,543,000
Minority interest in consolidated subsidiaries		157,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,368,000
Retained earnings		5,918,000
Accumulated other comprehensive income		-449,000
Other equity capital components		0
Total equity capital		8,972,000
Total liabilities, minority interest, and equity capital		115,672,000

     I, Bruce W. Van Saun, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Bruce W. Van Saun,
Chief Financial Officer
 

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Steven G. Elliott	Directors
Robert P. Kelly

EX-25.4

EXHIBIT 25.4

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

DEUTSCHE BANK CONTINGENT CAPITAL LLC V
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-2498666 (I.R.S. employer identification no.)
60 Wall Street New York, New York	10005
(Address of principal executive offices)	(Zip code)

Company Preferred Securities
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)	Whether it is authorized to exercise corporate trust powers.
Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

-2-

6.	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 29th day of April, 2008.

THE BANK OF NEW YORK
By:	/S/ BEATA HRYNIEWICKA
	Name:	BEATA HRYNIEWICKA
	Title:	ASSISTANT VICE PRESIDENT

-4-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,211,000
Interest-bearing balances		24,114,000
Securities:
Held-to-maturity securities		1,776,000
Available-for-sale securities		25,801,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		7,888,000
Securities purchased under agreements to resell		168,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		34,419,000
LESS: Allowance for loan and lease losses		262,000
Loans and leases, net of unearned income and allowance		34,157,000
Trading assets		4,576,000
Premises and fixed assets (including capitalized leases)		946,000
Other real estate owned		3,000
Investments in unconsolidated subsidiaries and associated companies		719,000
Not applicable
Intangible assets:
Goodwill		2,492,000
Other intangible assets		1,002,000
Other assets		8,819,000

	Dollar Amounts
	In Thousands
Total assets		115,672,000
LIABILITIES
Deposits:
In domestic offices		31,109,000
Noninterest-bearing		18,814,000
Interest-bearing		12,295,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		54,411,000
Noninterest-bearing		3,890,000
Interest-bearing		50,521,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		893,000
Securities sold under agreements to repurchase		110,000
Trading liabilities		3,743,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		3,571,000
Not applicable
Not applicable
Subordinated notes and debentures		2,955,000
Other liabilities		9,751,000
Total liabilities		106,543,000
Minority interest in consolidated subsidiaries		157,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,368,000
Retained earnings		5,918,000
Accumulated other comprehensive income		-449,000
Other equity capital components		0
Total equity capital		8,972,000
Total liabilities, minority interest, and equity capital		115,672,000

     I, Bruce W. Van Saun, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Bruce W. Van Saun,
Chief Financial Officer
 

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Steven G. Elliott	Directors
Robert P. Kelly