Obligation Deutsche Postbank 3.932% ( DE000A0DHUM0 ) en EUR

Deutsche Postbank

100 % ▲

Allemagne

DE000A0DHUM0 ( en EUR )

3.932% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Deutsche Postbank DE000A0DHUM0 en EUR 3.932%, échéance Perpétuelle

1 000 EUR

500 000 000 EUR

23/12/2024 ( Dans 242 jours )

L'Obligation émise par Deutsche Postbank ( Allemagne ) , en EUR, avec le code ISIN DE000A0DHUM0, paye un coupon de 3.932% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

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

PROSPECTUS
DATED DECEMBER 21, 2004
E 500,000,000 Registered Noncumulative Trust Preferred Securities
(Liquidation Preference Amount of E 1,000 per Trust Preferred Security)
Deutsche Postbank Funding Trust II,
Wilmington, Delaware, United States of America
(a wholly-owned subsidiary of Deutsche Postbank AG, Bonn, Federal Republic of Germany)
FONDS CODE: 11657; ISIN: DE000A0DHUM0; WKN: A0DHUM
The noncumulative trust preferred securities (the ` Trust Preferred Securities''), liquidation preference
amount E 1,000 per security (the ` Liquidation Preference Amount''), offered hereby represent preferred
undivided beneficial ownership interests in the assets of Deutsche Postbank Funding Trust II, a statutory
trust created under the laws of the State of Delaware, United States of America (the ` Trust''). One common
security of the Trust will be owned by Deutsche Postbank AG (``Postbank' ) or a wholly-owned subsidiary of
Postbank. The assets of the Trust will consist solely of noncumulative Class B Preferred Securities (the
` Class B Preferred Securities' ) issued by Deutsche Postbank Funding LLC II (the ` Company''), a Delaware
limited liability company which has the benefit of a support undertaking issued by Postbank. The terms of
the Trust Preferred Securities will be substantially identical to the terms of the Class B Preferred Securities.
The Company will invest the proceeds from the sale of the Class B Preferred Securities in subordinated debt
obligations issued by Postbank.
The Trust Preferred Securities and the Class B Preferred Securities will not have a maturity date and will not
be redeemable at any time at the option of the holder thereof. The Trust and the Company may redeem the
Trust Preferred Securities and the Class B Preferred Securities, as the case may be, on the Initial Redemption
Date (as defined herein) scheduled to occur on December 23, 2009 (or any Capital Payment Date (as defined
herein) thereafter), or at any time upon the occurrence of certain tax and capital disqualification events as
more fully described herein. Noncumulative Capital Payments (as defined herein) will accrue on the
Liquidation Preference Amount (i) from and including December 23, 2004 (the ` Issue Date' ) to but excluding
December 23, 2009 (the ` Reset Date''), at a fixed rate of 6.00 per cent. per annum, payable annually in arrears
on December 23 of each year (including the Reset Date) and (ii) from and including the Reset Date, at the
Floating Rate (as defined herein), payable annually in arrears on December 23 of each year, commencing
December 23, 2010, provided that no Capital Payment for any Capital Payment Period commencing on or
after the Reset Date shall accrue at a rate of less than 3.75 per cent. per annum or more than 10.00 per cent.
per annum. Capital Payments are subject to certain conditions, including that Postbank has an amount of
Distributable Profits (as defined herein) for the preceding fiscal year at least equal to the Capital Payments.
See ``Prospectus Summary Summary of the Terms of the Trust Preferred Securities and the Class B
Preferred Securities Capital Payments.''
The Trust Preferred Securities will be initially evidenced by one or more temporary global certificates,
interests in which will be exchangeable for interests in one or more permanent global certificates not earlier
than after the expiry of 40 days after the Issue Date upon certification of non-U.S. beneficial ownership by or
on behalf of the holders of such interests. These global certificates will be deposited with Clearstream
Banking AG, Frankfurt am Main, Federal Republic of Germany (``Clearstream AG'').
The Trust Preferred Securities are expected, on issue, to be assigned an ``A3'' rating by Moody's Investors
Service Ltd., a BBB+ rating by Standard and Poor's (a division of The McGraw-Hill Companies, Inc.) and an
``A-'' rating by Fitch Ratings Ltd. A rating is not a recommendation to buy, sell or hold securities, and may be
subject to revision, suspension or withdrawal at any time by the rating agency.
An investment in the Trust Preferred Securities involves certain risks. See ``Risk Factors'' beginning on
page 28 for a discussion of certain factors that should be considered by prospective investors.
Application has been made to list the Trust Preferred Securities on the Official Segment of Euronext
Amsterdam N.V.'s Stock Market (``Euronext Amsterdam''). Application has been made to admit the Trust
Preferred Securities to the official market of the Frankfurt Stock Exchange. This Prospectus constitutes a
prospectus for the purposes of the listing and issuing rules of Euronext Amsterdam.
Issue Price: 100 per cent. (equivalent to E 1,000 per Trust Preferred Security).
THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE ``SECURITIES ACT'') AND ARE BEING OFFERED AND SOLD ONLY OUTSIDE
THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE
ON REGULATION S UNDER THE SECURITIES ACT (``REGULATION S'').
Lead Managers and Joint Bookrunners
BNP PARIBAS
Morgan Stanley
.
Structuring Advisor

TABLE OF CONTENTS
Definitions .....................................................................................................................................
4
Forward-Looking Statements ......................................................................................................
11
Prospectus Summary ...................................................................................................................
12
Risk Factors ...................................................................................................................................
28
Capitalization of the Company and the Trust ............................................................................
35
Deutsche Postbank Funding Trust II ...........................................................................................
36
Deutsche Postbank Funding LLC II .............................................................................................
38
Use of Proceeds............................................................................................................................
41
Distributable Profits of Postbank ................................................................................................
42
Description of the Trust Securities .............................................................................................
43
Description of the Company Securities......................................................................................
54
Description of the Support Undertaking ....................................................................................
65
Description of the Initial Debt Securities....................................................................................
66
Tier I Capital and Capital Adequacy ...........................................................................................
69
Capitalization of Postbank and Postbank Group .......................................................................
70
Postbank Group ............................................................................................................................
73
Taxation.........................................................................................................................................
110
Subscription and Sale..................................................................................................................
115
General Information .....................................................................................................................
117
Appendix A: Form of Support Undertaking...............................................................................
A-1
Financial Statements ....................................................................................................................
F-1
POSTBANK, THE COMPANY AND THE TRUST ASSUME RESPONSIBILITY FOR THE CONTENTS
OF THIS PROSPECTUS (THE ``PROSPECTUS''). POSTBANK, THE COMPANY AND THE TRUST,
HAVING MADE REASONABLE INQUIRIES, CONFIRM THAT (I) THIS PROSPECTUS CONTAINS
ALL INFORMATION WITH RESPECT TO POSTBANK, ITS AFFILIATES, ITS SUBSIDIARIES, THE
TRUST PREFERRED SECURITIES, THE CLASS B PREFERRED SECURITIES AND THE DEBT
SECURITIES (AS DEFINED HEREIN) THAT IS MATERIAL IN THE CONTEXT OF THE LISTING OF
THE TRUST PREFERRED SECURITIES; (II)
THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND IS NOT
MISLEADING; (III) THE OPINIONS AND INTENTIONS EXPRESSED IN THIS PROSPECTUS ARE
HONESTLY HELD; AND (IV) THERE ARE NO OTHER FACTS THE OMISSION OF WHICH MAKES
THIS PROSPECTUS AS A WHOLE OR ANY OF THE INFORMATION OR THE EXPRESSION OF ANY
OF THE OPINIONS OR INTENTIONS MISLEADING IN ANY RESPECT.
NO PERSON IS AUTHORIZED TO PROVIDE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY POSTBANK, THE TRUST OR THE COMPANY OR BY THE LEAD
MANAGERS. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS
WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) TO INVESTMENT PROFESSIONALS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2001 (THE ` ORDER' ) OR (III) HIGH NET WORTH INDIVIDUALS, AND
OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN
ARTICLE 49(2) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
` RELEVANT PERSONS''). THE TRUST PREFERRED SECURITIES ARE ONLY AVAILABLE TO, AND
ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE
ACQUIRE SUCH TRUST PREFERRED SECURITIES WILL BE ENGAGED IN ONLY WITH,
RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT
OR RELY UPON THIS DOCUMENT OR ANY OF ITS CONTENTS.
NEITHER
THE
U.S.
SECURITIES
AND
EXCHANGE
COMMISSION
NOR
ANY
OTHER
REGULATORY BODY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THE
TRUST PREFERRED SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
2

NO ACTION HAS BEEN TAKEN TO PERMIT A PUBLIC OFFERING OF THE TRUST PREFERRED
SECURITIES IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR SUCH
PURPOSE. THE DISTRIBUTION OF THIS PROSPECTUS AND THE OFFERING OF THE TRUST
PREFERRED SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. EACH
PURCHASER OF THE TRUST PREFERRED SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS
OR SELLS THE TRUST PREFERRED SECURITIES OR POSSESSES OR DISTRIBUTES THIS
PROSPECTUS AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY
IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE TRUST PREFERRED SECURITIES UNDER
THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR
IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE TRUST, THE
COMPANY, POSTBANK OR THE LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY
THEREFOR.
THIS PROSPECTUS IS NOT A ` VERKAUFSPROSPEKT' WITHIN THE MEANING OF THE GERMAN
SECURITIES SALES PROSPECTUS ACT (WERTPAPIER-VERKAUFSPROSPEKTGESETZ) AND HAS
NOT BEEN APPROVED OR REVIEWED BY ANY GERMAN REGULATORY AUTHORITY.
IN CONNECTION WITH THE OFFERING, BNP PARIBAS OR ANY PERSON ACTING FOR IT MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICES OF THE TRUST PREFERRED SECURITIES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO OBLIGATION ON BNP PARIBAS OR ANY
OF ITS AGENTS TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD AND IN ANY EVENT
NO LATER THAN 30 DAYS AFTER THE ISSUE DATE. SUCH TRANSACTIONS MAY BE EFFECTED
ON EURONEXT AMSTERDAM, ON THE FRANKFURT STOCK EXCHANGE OR OTHERWISE. THE
PERFORMANCE OR NON-PERFORMANCE OF STABILIZATION MEASURES, THE DATE OF THE
COMMENCEMENT OF STABILIZATION MEASURES, THE DATE OF THE LAST STABILIZATION
MEASURE AS WELL AS THE PRICE RANGE WITHIN WHICH THE STABILIZATION MEASURES
WERE CONDUCTED WILL BE ANNOUNCED BY PUBLICATION OF A NOTICE IN THE
FRANKFURTER ALLGEMEINE ZEITUNG AND THE HET FINANCIEELE DAGBLAD WITHIN ONE
WEEK FOLLOWING THE END OF THE STABILIZATION PERIOD. DETAILS OF ANY OVER-
ALLOTMENTS, INCLUDING THE DATE AND AMOUNT THEREOF, WILL ALSO BE PROMPTLY
PUBLISHED.
3

DEFINITIONS
``1940 Act'' means the U.S. Investment Company Act of 1940, as amended.
``Additional Amounts'' means any additional amounts payable by the Company or the Trust
pursuant to the terms of the Class B Preferred Securities and the Trust Preferred Securities as
may be necessary in order that the net amounts received by the holders of the Class B Preferred
Securities and the Trust Preferred Securities, after deduction or withholding for or on account of
any Withholding Taxes, on payments thereon and any amount payable in liquidation or on
repayment upon redemption thereof, will equal the amounts that otherwise would have been
received had no such deduction or withholding been required.
``Additional Interest Amounts'' means any additional interest amounts payable by Postbank or
another obligor pursuant to the terms of the Debt Securities as may be necessary in order that
the net amounts received by the Company as a result of deduction or withholding upon payment
of interest on the Debt Securities or repayment upon redemption thereof will equal the amount
that otherwise would have been received had no such deduction or withholding been required.
``Administrative Action'' means any judicial decision, official administrative pronouncement,
published or private ruling, regulatory procedure, notice or announcement (including any notice
or announcement of intent to adopt certain procedures or regulations) by any legislative body,
court, governmental authority or regulatory body.
``BaFin'' means the German Federal Agency for Financial Services Supervision (Bundesanstalt fu¨r
Finanzdienstleistungsaufsicht).
``Board of Directors' means the board of directors of the Company.
``Business Day'' means a day (other than Saturday or Sunday) on which all relevant parts of
TARGET are operational.
``Bylaws'' means the by-laws of the Company.
``Calculation Agent'' means Deutsche Bank AG, Frankfurt am Main, Federal Republic of Germany.
``Capital Payment Date'' means December 23 of each year, commencing on December 23, 2005.
``Capital Payment Period'' means the period from and including a Capital Payment Date (or, in the
case of the first Capital Payment Period, the Issue Date) to, but excluding, the next succeeding
Capital Payment Date.
``Capital Payments'' means the periodic distributions on the Trust Preferred Securities and the
Class B Preferred Securities.
``Class A Preferred Security'' means the noncumulative Class A Preferred Security evidencing a
preferred ownership interest in the Company.
``Class B Preferred Securities'' means the noncumulative Class B Preferred Securities evidencing
preferred ownership interests in the Company.
``Clearstream AG'' means Clearstream Banking AG, Frankfurt am Main, Federal Republic of
Germany.
``Clearstream Luxembourg'' means Clearstream Banking, socie´te´ anonyme, Luxembourg.
``Code' means the United States Internal Revenue Code of 1986, as amended.
``Company'' means Deutsche Postbank Funding LLC II, a Delaware limited liability company.
``Company Common Security'' means the voting common security representing an ownership
interest in the Company.
``Company Preferred Securities'' means the Class A Preferred Security and the Class B Preferred
Securities.
4

``Company Securities'' means the Company Common Security and the Company Preferred
Securities.
``Company Special Redemption Event'' means (i) a Regulatory Event, (ii) a Tax Event or (iii) an
Investment Company Act Event with respect to the Company.
``Company Successor Securities'' means other securities having substantially the same terms as
the Class B Preferred Securities.
``Debt Redemption Date'' means any Capital Payment Date on or after the Initial Debt Redemption
Date.
``Debt Securities'' means the Initial Debt Securities and the Substitute Debt Securities.
``Delaware Trustee'' means Deutsche Bank Trust Company Delaware.
``Determination Date'' means, in respect of each Capital Payment Period (or Interest Payment
Period, in the case of the Initial Debt Securities) commencing on or after the Reset Date, the
second Business Day prior to the Capital Payment Date (or the Interest Payment Date, in the case
of the Initial Debt Securities) on which such Capital Payment Period (or Interest Payment Period,
in the case of the Initial Debt Securities) commences.
``Distributable Profits'' of Postbank for any fiscal year is the balance sheet profit (Bilanzgewinn) as
of the end of such fiscal year, as shown in the audited unconsolidated balance sheet of Postbank
as of the end of such fiscal year. Such balance sheet profit includes the annual surplus or loss
(Jahresu¨berschuss/Jahresfehlbetrag), plus any profit carried forward from previous years, minus
any loss carried forward from previous years, plus transfers from capital reserves and earnings
reserves, minus allocations to earnings reserves, all as determined in accordance with the
provisions of the German Stock Corporation Act (Aktiengesetz) and accounting principles
generally accepted in the Federal Republic of Germany as described in the German Commercial
Code (Handelsgesetzbuch) and other applicable German law then in effect. In determining the
availability of sufficient Distributable Profits of Postbank related to any fiscal year to permit
Capital Payments to be declared with respect to the Class B Preferred Securities, any Capital
Payments already paid on the Class B Preferred Securities and any capital payments, dividends
or other distributions already paid on Parity Securities, if any, on the basis of such Distributable
Profits for such fiscal year will be deducted from such Distributable Profits.
``Enforcement Event' under the Trust Agreement with respect to the Trust Securities means the
occurrence, at any time, of (i) non-payment of Capital Payments (plus Additional Amounts
thereon, if any) on the Trust Preferred Securities or the Class B Preferred Securities at the Stated
Rate in full, for the first Capital Payment Period or subsequently for two consecutive Capital
Payment Periods or (ii) a default by Postbank in respect of any of its obligations under the
Support Undertaking, provided that, pursuant to the Trust Agreement, the holder of the Trust
Common Security will be deemed to have waived any Enforcement Event with respect to the
Trust Common Security until all Enforcement Events with respect to the Trust Preferred
Securities have been cured, waived or otherwise eliminated.
``Euroclear'' means Euroclear Bank S.A./N.V., as operator of the Euroclear system.
``Floating Rate'' means the rate per annum (expressed as a percentage) for the accrual of Capital
Payments (or Interest Payments, in the case of the Initial Debt Securities) for Capital Payment
Periods (or Interest Payment Periods, in the case of the Initial Debt Securities) commencing on or
after the Reset Date, determined by the Calculation Agent in accordance with the following
formula:
4.00 x (EURCMS10 EURCMS2)
where ` EURCMS10' means the ` Constant Maturity Swap 10 years' , which, in respect of
any Capital Payment Period (or Interest Payment Period in the case of the Initial Debt
Securities) commencing on or after the Reset Date, is the ``EUR-ISDA-EURIBOR Swap Rate
11:00'' (the annual Euro swap rate expressed as a percentage for Euroswap transactions
with a 10-year maturity, the ` 10-year Designated Maturity''), which appears on the Reuters
5

screen ``ISDAFIX2'' under the heading ``EURIBOR BASIS'' and above the caption ``11:00 AM
Frankfurt'' (as such headings and captions may appear from time to time) as of 11:00 a.m.,
Central European time (or such other page or service as may replace it for the purposes of
such rate) (the ` Relevant Screen Page' ) on the relevant Determination Date; and
` EURCMS2' means ` Constant Maturity Swap 2 years' , which, in respect of any Capital
Payment Period (or Interest Payment Period in the case of the Initial Debt Securities)
commencing on or after the Reset Date, is the ``EUR-ISDA-EURIBOR Swap Rate 11:00''
(the annual Euro swap rate expressed as a percentage for Euroswap transactions with a
2-year maturity, the ` 2-year Designated Maturity''), which appears on the Relevant Screen
Page on the relevant Determination Date;
provided, however, that no Capital Payments shall in any event accrue at a rate of less than
3.75 per cent. per annum or more than 10.00 per cent. per annum.
In the event that the EURCMS10 does not appear on the Relevant Screen Page on any
Determination Date, the EURCMS10 for the relevant Capital Payment Period (or Interest Payment
Period in the case of the Initial Debt Securities) will be the ``Reference Banks' Swap Rate with
10-Year Designated Maturity'' on such Determination Date. ` Reference Banks' Swap Rate with
10-Year Designated Maturity' means the percentage rate determined on the basis of the
quotations of the ``10-year mid-market annual swap rate'' provided by five leading swap dealers
in the interbank market (the ` Reference Banks' ) to the Calculation Agent at approximately
11:00 a.m., Central European time, on the Determination Date. If at least three quotations are
provided, the EURCMS10 for that Capital Payment Period (or Interest Payment Period in the case
of the Initial Debt Securities) will be the arithmetic mean of the quotations, eliminating the
highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest).
The ` 10-year mid-market annual swap rate' means the arithmetic mean of the bid and offered
rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating Euro
interest rate swap transaction which transaction (a) has a term equal to the 10-Year Designated
Maturity and commencing on the first day of such Capital Payment Period (or Interest Payment
Period in the case of the Initial Debt Securities), (b) is in an amount that is representative of a
single transaction in the relevant market at the relevant time with an acknowledged dealer of
good credit in the swap market, and (c) the floating leg of which is based on the 6-months
EURIBOR rate (calculated on an Actual/360 day count basis).
In the event that the EURCMS2 does not appear on the Relevant Screen Page on any
Determination Date, the EURCMS2 for the relevant Capital Payment Period (or Interest Payment
Period in the case of the Initial Debt Securities) will be the ``Reference Banks' Swap Rate with
2-Year Designated Maturity'' on such Determination Date. ` Reference Banks' Swap Rate with
2-Year Designated Maturity' means the percentage rate determined on the basis of the
quotations of the ``2-year mid-market annual swap rate'' provided by the Reference Banks to the
Calculation Agent at approximately 11:00 a.m., Central European time, on the Determination
Date. If at least three quotations are provided, the EURCMS2 for that Capital Payment Period (or
Interest Payment Period in the case of the Initial Debt Securities) will be the arithmetic mean of
the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the lowest).
The ` 2-year mid-market annual swap rate' means the arithmetic mean of the bid and offered
rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating Euro
interest rate swap transaction which transaction (a) has a term equal to the 2-Year Designated
Maturity and commencing on the first day of such Capital Payment Period (or Interest Payment
Period in the case of the Initial Debt Securities), (b) is in an amount that is representative of a
single transaction in the relevant market at the relevant time with an acknowledged dealer of
good credit in the swap market, and (c) the floating leg of which is based on the 6-months
EURIBOR rate (calculated on an Actual/360 day count basis).
6

``Global Certificates'' means the Permanent Global Certificates together with the Temporary
Global Certificates.
``Global Securities'' means one or more global certificates representing the Class B Preferred
Securities which the Company will use reasonable efforts to have issued and registered in the
name of Clearstream AG if the Class B Preferred Securities are distributed to holders of the Trust
Preferred Securities in connection with the involuntary or voluntary liquidation, dissolution,
winding up or termination of the Trust.
``Independent Enforcement Director' means the independent member of the Board of Directors
elected by the holders of the Class B Preferred Securities under specified circumstances.
``Initial Debt Redemption Date'' means December 23, 2009, the first day on which the Initial Debt
Securities will be redeemable by Postbank other than upon the occurrence of a Company Special
Redemption Event or in the event of replacement with Substitute Debt Securities.
``Initial Debt Securities'' means subordinated notes of Postbank to be acquired by the Company
using the proceeds from the issuance of the Class B Preferred Securities, the Class A Preferred
Security and the Company Common Security.
``Initial Redemption Date'' means December 23, 2009, the first day on which the Class B Preferred
Securities are redeemable at the option of the Company other than upon the occurrence of a
Company Special Redemption Event, in whole or in part.
``Interest Payment Date'' means, in respect of the Initial Debt Securities, December 23 of each
year, commencing on December 23, 2005.
``Interest Payment Period'' means, in respect of the Initial Debt Securities, the period from and
including an Interest Payment Date (or, in the case of the first Interest Payment Period, the Issue
Date) to, but excluding, the next succeeding Interest Payment Date.
``Investment Company'' means an investment company within the meaning of the 1940 Act.
``Investment Company Act Event' means the request and receipt by Postbank of an opinion of a
nationally recognized U.S. law firm experienced in such matters to the effect that there is more
than an insubstantial risk that the Company or the Trust is or will be considered an Investment
Company as a result of (i) any judicial decision, pronouncement or interpretation (irrespective of
the manner made known), or (ii) the adoption or amendment of any law, rule or regulation, or
any notice or announcement (including any notice or announcement of intent to adopt such law,
rule or regulation), by any U.S. legislative body, court, governmental agency, or regulatory
authority, in each case after December 21, 2004 (the date of signing of the Purchase Agreement).
``IRS'' means the United States Internal Revenue Service.
``Issue Date'' means December 23, 2004, the date of issue of the Trust Preferred Securities.
``Issue Price'' means the initial offering price of 100 per cent. (equivalent to E 1,000 per Trust
Preferred Security).
``Junior Distributions'' means capital payments, dividends or other distributions on Junior
Securities (excluding capital payments, dividends or other distributions by a subsidiary of
Postbank exclusively to Postbank or a wholly-owned subsidiary of Postbank).
``Junior Securities'' means (i) common stock of Postbank, (ii) each class of preference shares of
Postbank ranking junior to Parity Securities of Postbank, if any, and any other instrument of
Postbank ranking pari passu therewith or junior thereto and (iii) preference shares or any other
instrument of any subsidiary of Postbank subject to any guarantee or support agreement of
Postbank ranking junior to the obligations of Postbank under the Support Undertaking.
``Lead Managers'' means BNP Paribas and Morgan Stanley & Co. International Limited.
``Liquidation Preference Amount'' means the Liquidation Preference Amount of E 1,000 per Trust
Preferred Security.
7

``LLC Act'' means the Delaware Limited Liability Company Act, as amended.
``LLC Agreement'' means the amended and restated limited liability company agreement of the
Company.
``Maturity Date'' means, in respect of the Initial Debt Securities, December 23, 2034.
``Netherlands Paying Agent'' means Deutsche Bank AG, Amsterdam, Netherlands.
``Offering'' means the offering by Deutsche Postbank Funding Trust II of the Trust Preferred
Securities.
``Operating Profits'' of the Company for any Capital Payment Period means the excess of the
amounts payable (whether or not paid) on the Debt Securities or, after the Maturity Date, on the
Permitted Investments that the Company may then hold in accordance with the LLC Agreement
during such Capital Payment Period, over any operating expenses of the Company not paid or
reimbursed by Postbank or one of its branches or affiliates during such Capital Payment Period,
plus any reserves.
``Original Trust Preferred Securityholder'' means a person that acquires Trust Preferred Securities
on their original issue at their original Issue Price.
``Parity Securities'' means each class of the most senior ranking preference shares, if any, or other
instruments of Postbank qualifying as Tier I regulatory capital, and Parity Subsidiary Securities.
``Parity Subsidiary Securities'' means preference shares or other instruments qualifying as
consolidated Tier I regulatory capital of Postbank, or any other instrument of any subsidiary of
Postbank subject to any guarantee or support agreement of Postbank ranking pari passu with the
obligations of Postbank under the Support Undertaking.
``Permanent Global Certificates'' means permanent global certificates representing the Trust
Preferred Securities.
``Permitted Investments'' means investments by the Company in debt obligations of Postbank or
one or more Qualified Subsidiaries unconditionally guaranteed by Postbank (which may in either
case act through a non-German branch) on a subordinated basis or in U.S. Treasury securities;
provided, in each case, that such investment does not result in a Company Special Redemption
Event.
``Postbank' means Deutsche Postbank AG.
``Postbank Group'' means Postbank and its consolidated subsidiaries.
``Postbank Group Company'' means Postbank or a Qualified Subsidiary.
``Potential Securityholder'' means Postbank or a Qualified Subsidiary.
``Principal Amount'' means E 500,027,000 (equal to the gross proceeds from the issuance of the
Class B Preferred Securities plus certain amounts contributed by Postbank for the Class A
Preferred Security and the Company Common Security).
``Principal Paying Agent'' means Deutsche Bank AG, Frankfurt am Main, Federal Republic of
Germany.
``Property Account' means a segregated non-interest bearing trust account under the exclusive
control of the Property Trustee.
``Property Trustee'' means Deutsche Bank Trust Company Americas.
``Purchase Agreement'' means the purchase agreement entered into among Postbank, the
Company, the Trust and the Lead Managers, pursuant to which the Trust agreed to sell to the
Lead Managers and the Lead Managers agreed to purchase the Trust Preferred Securities.
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``Qualified Subsidiary'' means a subsidiary that is consolidated with Postbank for German bank
regulatory purposes of which more than 50 per cent. of the outstanding voting stock or other
equity interest entitled ordinarily to vote in the election of the directors or other governing body
(however designated) and of which more than 50 per cent. of the outstanding capital stock or
other equity interest is, at the time, beneficially owned or controlled directly or indirectly by
Postbank, which subsidiary meets the definition of ``a company controlled by its parent
company' as defined in Rule 3a-5 under the 1940 Act.
``Redemption Date'' means the date of redemption of the Class B Preferred Securities.
``Redemption Notice'' means notice of any redemption of the Class B Preferred Securities.
``Regulation S'' means Regulation S under the Securities Act.
``Regular Trustee'' means three of the Trustees who are employees or officers of Postbank or one
of its affiliates.
``Regulatory Event' means that (i) Postbank is notified by a relevant regulatory authority that, as a
result of the occurrence of any amendment to, or change (including any change that has been
adopted but not yet become effective) in, the applicable banking laws of the Federal Republic of
Germany (or any rules, regulations, interpretations or administrative practice thereunder,
including rulings of the relevant banking authorities) or the guidelines of the Basel Committee for
Banking Supervision after December 21, 2004, Postbank is not, or will not be, allowed to treat
either the Class B Preferred Securities or the Trust Preferred Securities as Tier I regulatory capital
for capital adequacy purposes on a consolidated basis, or (ii) the BaFin notifies Postbank or
otherwise announces that neither the Class B Preferred Securities nor the Trust Preferred
Securities (or securities substantially similar to the Class B Preferred Securities or the Trust
Preferred Securities) may or may any longer be treated as Tier I regulatory capital for capital
adequacy purposes on a consolidated basis.
``Relevant Jurisdiction'' means the United States of America, Germany or the jurisdiction of
residence of any obligor of the Debt Securities or any jurisdiction from which payments on the
Trust Preferred Securities, the Class B Preferred Securities or the Debt Securities are made.
``Reset Date'' means December 23, 2009.
``Restricted Period'' means the period ending on the expiry of the 40th day after the later of the
Issue Date and the completion of the distribution of the Trust Preferred Securities.
``Securities Act'' means the United States Securities Act of 1933, as amended.
``Servicer'' means PB Capital Corporation.
``Services Agreement' means the services agreement among the Trust, the Company and the
Servicer.
``Stated Rate'' means, for each Capital Payment Period ending before the Reset Date, 6.00 per
cent. per annum, and for each Capital Payment Period beginning on or after the Reset Date, the
Floating Rate, in each case calculated on the basis of a 360 day year of 12 months of 30 days each
divided by 360 (30/360), provided that no Capital Payment for any Capital Payment Period
commencing on or after the Reset Date shall accrue at a rate of less than 3.75 per cent. per annum
or more than 10.00 per cent. per annum.
``Substitute Debt Securities'' means any debt securities issued in substitution for the Initial Debt
Securities.
``Successor Securities'' means other securities having substantially the same terms as the Trust
Securities.
``Support Undertaking'' means the support agreement between Postbank and the Company as
set forth in Appendix A.
``TARGET'' means the Trans-European Automated Real-time Gross settlement Express Transfer
system.
``Tax Event' means the receipt by Postbank of an opinion of a nationally recognized law firm or
other tax adviser in a Relevant Jurisdiction, experienced in such matters, to the effect that, as a
result of (i) any amendment to, or clarification of, or change (including any announced
9