AVVISO n.619 CERTIFICATES - Borsa Italiana · Final Terms dated 15 January 2014 UniCredit Bank AG Issue of Benchmark Certificates on leverage index denominated: “Benchmark Leva

AVVISO

n.61916 Gennaio 2014

SeDeX - LEV.

CERTIFICATES

Mittente del comunicato : Borsa Italiana

Societa' oggetto

dell'Avviso

: UniCredit Bank AG

Oggetto : Inizio negoziazione 'Leverage Certificates -

Classe B' 'UniCredit Bank AG' emessi

nell'ambito di un Programma

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Benchmark Certificates on leverage index

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 17/01/2014, gli strumenti finanziari 'Benchmark Certificates on leverage index'

(vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti

nel Listino Ufficiale, sezione Securitised Derivatives.

Allegati:

- Scheda riepilogativa delle caratteristiche dei securitised derivatives;

- Estratto del prospetto di quotazione dei Securitised Derivatives

Strumenti finanziari: Benchmark Certificates on leverage index

Emittente: UniCredit Bank AG

Rating Emittente: Società di Rating Long Term Data Report

Moody's A1 22/11/2010Standard & Poor's A 15/03/2011Fitch Ratings A+ 26/01/2011

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 17/01/2014

Mercato di quotazione: Borsa - Comparto SEDEX 'Leverage Certificates - ClasseB'

Orari e modalità di negoziazione: Negoziazione continua e l'orario stabilito dall'art. IA.7.3.1delle Istruzioni

Operatore incaricato ad assolverel'impegno di quotazione:

Unicredit Bank AGMember ID Specialist: IT1352

Limiti di variazione prezzi: a) limite massimo di variazione del prezzo delle proposterispetto al prezzo statico: ± 70%b) limite massimo di variazione dei prezzi dei contrattirispetto al prezzo statico: ± 22,5%c) limite massimo di variazione dei prezzi dei contrattirispetto al prezzo dinamico: ± 7,5%

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

Num.Serie

Codice Isin TradingCode

InstrumentId

Descrizione Sottostante Tipologia DataScadenza

Parità Quantità LottoNegoziazione

EMS Commissione%

1 DE000HV8A5F5 UMIB7L 755275 UCHITLV7LSLFISSAE161118 ITALIA X7 Bull 16/11/18 0,002 2000000 1 67 4,9

2 DE000HV8A5G3 UMIB7S 755276 UCHITLV7SSLFISSAE161118 ITALIA X -7 Bear 16/11/18 0,03 2000000 1 163 4,9

Final Terms

dated 15 January 2014

UniCredit Bank AG

Issue of Benchmark Certificates on leverage index denominated:

“Benchmark Leva ITALIA X7” with ISIN DE000HV8A5F5

“Benchmark Leva ITALIA X -7” with ISIN DE000HV8A5G3

(the "Securities")

under the

EUR 50,000,000,000

Debt Issuance Programme ofUniCredit Bank AG

These final terms (the "Final Terms") have been prepared for the purposes of Article 5 para. 4 of theDirective 2003/71/EC, as amended (the "Prospectus Directive") in connection with § 6 para. 3 of theGerman Securities Prospectus Act, as amended (Wertpapierprospektgesetz, the "WpPG"). In order to getthe full information, the Final Terms are to be read together with the information contained in (a) thebase prospectus of UniCredit Bank AG (the "Issuer") dated 26 November 2013 for the issuance ofDiscount Securities, Bonus Securities and Closed End Securities (the "Base Prospectus"), (b) anysupplements to this Base Prospectus according to § 16 WpPG (the "Supplements") and (c) theregistration document of the Issuer dated 17 May 2013 (the "Registration Document"), which isincorporated herein by reference.

The Base Prospectus, any Supplements and these Final Terms are available in printed version free ofcharge at UniCredit Bank AG, Arabellastraße 12, 81925 Munich, Federal Republic of Germany and inaddition on the website www.investimenti.unicredit.it or any successor website thereof in accordance with§ 14 WpPG.

A summary of the individual issue of Securities is annexed to these Final Terms.

SECTION A – GENERAL INFORMATION:

Issue date:

14 January 2014

Issue price:

The issue price per Security will be specified on 2 January 2014. The issue price and the on-going offerprice of the Securities will be published on the websites of the stock exchanges where the Securities willbe traded (or any successor website) after its specification.

Selling concession:

Not applicable

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Other commissions:

Not applicable

Issue volume:

The issue volume of the Series issued under and described in these Final Terms is specified in thecolumn "Issue volume of Series in units" in Table 1.1 of § 1 of the Product and Underlying Data.

The issue volume of each Tranche issued under and described in these Final Terms is specified in thecolumn "Issue volume of Tranche in units" in Table 1.1 of § 1 of the Product and Underlying Data.

Product Type:

Closed End Securities

Admission to trading and listing:

Application will be made for the Securities to be admitted to trading with effect from 17 January 2014on the following regulated or other equivalent markets: Borsa Italiana S.p.A. – SeDeX market.UniCredit Bank AG (also the "Market Maker") undertakes to provide liquidity through bid and offerquotes in accordance with the market making rules of Borsa Italiana S.p.A., where the Securities areexpected to be listed. The obligations of the Market Maker are regulated by the rules of the marketsorganized and managed by Borsa Italiana S.p.A. and the relevant instructions to such rules.

Payment and delivery:

Delivery against payment

Notification:

The German Financial Services Supervisory Authority (the "BaFin") has provided to the competentauthorities in France, Italy and Luxembourg a certificate of approval attesting that the Base Prospectushas been drawn up in accordance with the Prospectus Directive.

Terms and conditions of the offer:

Day of the first public offer 17 January 2014

A public offer will be made in Italy.

The smallest transferable unit is 1 Certificate.

The smallest tradable unit is 1 Certificate.

The Securities will be offered to qualified investors, retail investors and/or institutional investors by wayof a public offering.

Application to listing will be made as of 13 January 2014 on the following markets: Borsa Italiana S.p.A.– SeDeX Markets.

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Consent to the use of the Base Prospectus:

The Issuer consents to the use of the Base Prospectus by all financial intermediaries (so-called generalconsent).

Such consent to use the Base Prospectus is given for the following offer period of the Securities: a periodof twelve (12) months after 15 January 2014.

General consent for the subsequent resale or final placement of Securities by the financialintermediaries is given in relation to Italy.

US Selling Restrictions:

Neither TEFRA C nor TEFRA D

Interest of Natural and Legal Persons involved in the Issue/Offer:

With regard to trading of the Securities the Issuer has a conflict of interest being also the Market Makeron the SeDeX Markets organized and managed by Borsa Italiana S.p.A. The Issuer is also the arranger,the paying agent and the Calculation Agent of the Securities.

Additional information:

Not applicable

SECTION B – CONDITIONS:

Part A - General Conditions of the Securities

Form, Clearing System, Global Note, Custody

Type of the Securities: Certificates

Global Note: Permanent Global Note

Principal Paying Agent: UniCredit Bank AG, Arabellastraße 12, 81925 Munich

Custody: Monte Titoli

UniCredit Bank AG

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Part B – Product and Underlying Data

PART B – PRODUCT AND UNDERLYING DATA

(the "Product and Underlying Data")

§ 1

Product Data

First Call Date: 31 July 2014

First Redemption Date: 28 February 2014

First Trade Date: 17 January 2014

Issue Date: 14 January 2014

Specified Currency: Euro (“EUR”)

Website for Notices: www.investimenti.unicredit.it

Website of the Issuer: www.investimenti.unicredit.it

Table 1.1:

ISIN WKN Reuters Trading Code Series Number Tranche Number Issue Volume ofSeries in units

Issue Volume ofTranche in units

DE000HV8A5F5 HV8A5F DEHV8A5F=HVBG UMIB7L 1 1 2,000,000 2,000,000

DE000HV8A5G3 HV8A5G DEHV8A5G=HVBG UMIB7S 2 1 2,000,000 2,000,000

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Table 1.2:

ISIN Underlying ReferencePrice

Ratio ManagementFee in %

Gap RiskFee in %

Maximum GapRisk Fee in %

MaturityDate

Expiry Date(Data di

Scadenza)

DE000HV8A5F5ITALIA LEVA 7 LONG(in short ITALIA X7)

ClosingPrice 0.002 0.40% 4.5% 8% 23.11.2018 16.11.2018

DE000HV8A5G3ITALIA LEVA 7 SHORT(in short ITALIA X -7)

ClosingPrice 0.03 0.40% 4.5% 8% 23.11.2018 16.11.2018

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§ 2

Underlying Data

Table 2.1:

Underlying IndexType

Factor FactorType

Underlying

Currency

ISIN Reuters Bloomberg IndexSponsor

IndexCalculatio

n Agent

IndexWebsite

ITALIA LEVA 7 LONG(in short ITALIA X7)

NetReturn

7 Long EUR NL0010661898 .ITX7L ITX7L Index NYSEEuronext

NYSEEuronext

https://indices.nyx.com/

www.investimenti.unicredit.it

ITALIA LEVA 7 SHORT(in short ITALIA X -7)

GrossReturn

-7 Short EUR NL0010661906 .ITX7S ITX7S Index NYSEEuronext

NYSEEuronext

https://indices.nyx.com/

www.investimenti.unicre

dit.it

For further information regarding the respective Underlying, please refer to the Index Website as specified in the Table 2.1 (or any successor page).

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Part C - Special Conditions of the Securities

PART C – SPECIAL CONDITIONS OF THE SECURITIES

(the "Special Conditions")

§ 1

Definitions

"Adjustment Event" means each of the following events:

(a) changes in the relevant Index Concept or the calculation of the Underlying, that in thereasonable discretion (§ 315 BGB) of the Calculation Agent result in a new relevant IndexConcept or calculation of the Underlying being no longer economically equivalent to theoriginal relevant Index Concept or the original calculation of the Underlying;

(b) the calculation or publication of the Underlying is finally discontinued, or replaced byanother index (the "Index Replacement Event");

(c) due to circumstances for which the Issuer is not responsible, the Issuer is no longerentitled to use the Underlying as basis for the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities; likewise the Issuer is notresponsible for the termination of the license to use the Underlying due to anunacceptable increase in license fees (a "License Termination Event");

(d) any event which is economically equivalent to one of the above-mentioned events withregard to its consequences on the Underlying.

"Banking Day" means each day (other than a Saturday or Sunday) on which the Clearing Systemand the Trans-European Automated Real-time Gross settlement Express Transfer-System(TARGET2) (the "TARGET2") are open for business.

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by the IndexSponsor or the Index Calculation Agent, as the case may be.

"Call Date" means the Call Date as defined in § 5 (2) of the Special Conditions.

"Call Event" means Index Call Event.

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited to taxlaws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited to theadministrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reduction oftax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

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"Clearance System" means the principal domestic clearance system customarily used forsettling trades in the securities that form the basis of the Underlying as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day (otherthan a Saturday or Sunday) on which such Clearance System is open for the acceptance andexecution of settlement instructions.

"Clearing System" means Monte Titoli.

"Determining Futures Exchange" means the futures exchange, on which respective derivativesof the Underlying or – if derivatives on the Underlying are not traded – its components (the"Derivatives") are traded, and as determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditions in accordancewith such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining Futures Exchange,such as a final discontinuation of derivatives' quotation linked to the Underlying or to itscomponents at the Determining Futures Exchange or a considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another futures exchange as thedetermining futures exchange (the "Substitute Futures Exchange"). In the event of such asubstitution, any reference in the Terms and Conditions of these Securities to the DeterminingFutures Exchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2 in § 1of the Product and Underlying Data.

"First Call Date" means the First Call Date as specified in § 1 of the Product and Underlying Data.

"First Redemption Date" means the First Redemption Date as specified in § 1 of the Product andUnderlying Data.

"First Trade Date" means the First Trade Date as specified in § 1 of the Product and UnderlyingData.

"Gap Risk Fee Adjustment" means an amount in the Underlying Currency, which is calculated bythe Calculation Agent on the respective Valuation Date for each calendar day (t) within the periodfrom the First Trade Date (excluding) to the respective Valuation Date (including) as follows:

n

1t 365.25

(t)FeeRiskGapx1)(tPriceReference

Where:

"n" means the number of calendar days (t) from the First Trading Data (including) to therelevant Valuation Date (including).

"Reference Price (t-1)" means the Reference Price which is published one Calculation Dateprior to the calendar day (t).

"Gap Risk Fee" means the Gap Risk Fee as specified in the column "Gap Risk Fee in %" in Table1.2 in § 1 of the Product and Underlying Data.

The Calculation Agent will, in the case of not only immaterial changes in the market conditionsfor gap risks (such as changes in the index, changes in costs for gap risk hedging transactions),adjust the Gap Risk Fee to such changed market conditions. The extent of the adjustment isdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) based on the extentof the changes in the relevant market conditions. The Gap Risk Fee shall not exceed the

9

Maximum Gap Risk Fee (including). If the adjustment to changed market conditions would, in thereasonable discretion (§ 315 BGB) of the Calculation Agent, lead to a Gap Risk Fee lying abovethe Maximum Gap Risk Fee, the Issuer shall be entitled to terminate the Securities pursuant to§ 5 (3) of the Special Conditions at the Cancellation Amount. The Issuer will provide notice ofsuch adjustment or termination pursuant to § 6 of the General Conditions.

"Gap Risk Fee (t)" means the Gap Risk Fee applicable on the relevant calendar day (t).

"Index Calculation Agent" means the Index Calculation Agent as specified in the column "IndexCalculation Agent" in Table 2.1 in § 2 of the Product and Underlying Data.

"Index Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Underlying is available;

(c) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable substitutefor the Index Sponsor and/or the Index Calculation Agent is available;

(d) a Change in Law occurs;

(e) the Underlying is no longer calculated or published in the Underlying Currency.

"Index Sponsor" means the Index Sponsor as specified in the column "Index Sponsor" in Table2.1 in § 2 of the Product and Underlying Data.

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

"Management Fee Adjustment" means an amount in the Underlying Currency, which iscalculated by the Calculation Agent on the respective Valuation Date for each calendar day (t)within the period from the First Trade Date (excluding) to the respective Valuation Date(including) as follows:

n

1t 365.25

(t)FeeManagementx1)(tPriceReference

Where:

"n" means the number of calendar days (t) from the First Trading Data (including) to therelevant Valuation Date (including).

"Reference Price (t-1)" means the Reference Price which is published one Calculation Dateprior to the calendar day (t).

"Management Fee" means the Management Fee as specified in the column "Management Fee in%" in Table 1.2 in § 1 of the Product and Underlying Data.

The Calculation Agent may reduce but not increase the Management Fee at any time during theterm of the Securities. Such reduction shall be notified pursuant to § 6 of the General Conditions.

"Management Fee (t)" means the Management Fee applicable on the relevant calendar day (t).

"Market Disruption Event" means each of the following events:

(a) in general the suspension or restriction of trading on the exchanges or the markets onwhich the securities that form the basis of the Underlying are listed or traded, or on therespective futures exchanges or on the markets on which Derivatives of the Underlyingare listed or traded;

(b) in relation to individual securities which form the basis of the Underlying, the suspension

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or restriction of trading on the exchanges or on the markets on which such securities aretraded or on the respective futures exchange or the markets on which derivatives ofsuch securities are traded;

(c) in relation to individual Derivatives of the Underlying, the suspension or restriction oftrading on the futures exchanges or the markets on which such derivatives are traded;

(d) the suspension of or failure or the non-publication of the calculation of the Underlying asa result of a decision by the Index Sponsor or the Index Calculation Agent;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at the pointof time of the normal calculation and is material in the reasonable discretion (§ 315 BGB) of theCalculation Agent. Any restriction of the trading hours or the number of days on which tradingtakes place on the Relevant Exchange or, as the case may be, the Determining Futures Exchange,shall not constitute a Market Disruption Event provided that the restriction occurs due to apreviously announced change in the rules of the Relevant Exchange or, as the case may be, theDetermining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" in Table 1.2in § 1 of the Product and Underlying Data.

"Maximum Gap Risk Fee" means the Maximum Gap Risk Fee as specified in the column"Maximum Gap Risk Fee in %" in Table 1.2 in § 1 of the Product and Underlying Data.

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of the GeneralConditions.

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Product andUnderlying Data.

"Redemption Amount" means the Redemption Amount as calculated or, respectively, specifiedby the Calculation Agent pursuant to § 4 of the Special Conditions.

"Redemption Date" means the Redemption Date as defined in § 5 (1) of the Special Conditions.

"Redemption Right" means the Redemption Right as defined in § 5 (1) of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Regular Call Right" means the Regular Call Right as defined in § 5 (2) of the Special Conditions.

"Relevant Exchange" means the exchange, on which the components of the Underlying aretraded, and as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) byway of notice pursuant to § 6 of the General Conditions in accordance with such components'liquidity.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the components of the Underlying at the RelevantExchange and the quotation at a different stock exchange or considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another stock exchange as the relevantexchange (the "Substitute Exchange"). In the event of a substitution, any reference in the Termsand Conditions of these Securities to the Relevant Exchange shall be deemed to refer to theSubstitute Exchange.

"Relevant Reference Price" means the Reference Price on the respective Valuation Date.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following a transaction

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on the Relevant Exchange in the securities that form the basis of the Underlying, during whichperiod settlement will customarily take place according to the rules of such Relevant Exchange.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the Special Conditions(Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in § 1 ofthe Product and Underlying Data. The Underlying is specified by the Index Sponsor and iscalculated by the Index Calculation Agent.

"Underlying Currency" means the Underlying Currency as specified in the column "UnderlyingCurrency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Valuation Date" means the fifth Banking Day prior to each Redemption Date and each Call Dateand the Maturity Date. If such day is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date, shall be the respective Valuation Date. The respectiveRedemption Date or the respective Call Date or the Maturity Date will be postponed accordingly.Interest shall not be payable due to such postponement.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

§ 2

Interest

The Securities do not bear interest.

§ 3

Redemption

(1) Redemption: The Securities shall be redeemed by payment of the respective RedemptionAmount on the respective Redemption Date or the respective Call Date or the Maturity Datepursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

(1) Redemption Amount: The Redemption Amount for a Redemption Date and/or Call Date or, if notredeemed or called early pursuant to § 5 of the Special Conditions, the Maturity Date equals anamount in the Specified Currency, which is calculated or, respectively, specified by theCalculation Agent as follows:

Redemption Amount = max (Relevant Reference Price [– Management Fee Adjustment] [– GapRisk Fee Adjustment]; 0) x Ratio

For the calculation of the Redemption Amount one index point corresponds to one unit of theUnderlying Currency (e.g. EUR 1,- for Euro or USD 1,- for US-Dollar).

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The method of calculation or, respectively, specification of the Redemption Amount is subject toadjustments and market disruptions pursuant to § 7 and § 8 of the Special Conditions.

§ 5

Redemption Right of the Security Holders, Issuer's Regular Call Right, Issuer's Extraordinary CallRight

(1) Redemption Right of the Security Holders: Each Security Holder may demand redemption of theSecurities pursuant to the provisions of § 4 (1) of the Special Conditions against delivery of theSecurities to the account of the Principal Paying Agent 60386 with the Clearing System to theIssuer's order (the "Redemption Right") at the last Banking Day of the month of each month ofeach year starting on the First Redemption Date until the Maturity Date (excluding) (each suchdate a "Redemption Date").

The exercise of the Redemption Right shall be declared by the Security Holder by transmission ofa duly completed form (the "Redemption Notice"), available at the offices of the Issuer duringnormal business hours, to the Issuer at least 20 Banking Days prior to the designatedRedemption Date.

The Redemption Notice shall include in particular:

(a) the name and the address of the Security Holder, with sufficiently conclusive proof ofownership to the Principal Paying Agent that such Security Holder at the time of suchnotice is a holder of the respective Securities;

(b) the security identification number and the number of Securities in relation to which theRedemption Right shall be exercised;

(c) the cash account held by a bank to which the Redemption Amount is to be transferred.

If the number of Securities stated in the Redemption Notice deviates from the number ofSecurities transferred to the Principal Paying Agent, the Redemption Notice shall be deemed tohave been submitted for the number of Securities corresponding to the smaller of the twonumbers. Any remaining Securities are transferred back to the Security Holder at the latter'sexpense and risk.

No Redemption Right so exercised may be revoked or withdrawn.

(2) Issuer's Regular Call Right: The Issuer may at the last Banking Day of the month of each month ofeach year starting on the First Call Date until the Maturity Date (excluding) (each such date a"Call Date") call the Securities completely but not partially (the "Regular Call Right") andredeem them pursuant to § 4 (1) of the Special Conditions.

The Issuer shall give notice of such call at least 90 calendar days prior to the relevant Call Datepursuant to § 6 of the General Conditions. Such notice shall be irrevocable and shall specify therelevant Call Date.

The Redemption Right of the Security Holders remains unaffected until the last Redemption Dateimmediately preceding the Call Date.

(3) Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions and redeemthe Securities at their Cancellation Amount. Such call shall become effective at the time of thenotice pursuant to § 6 of the General Conditions or at the time indicated in the notice, as the casemay be.

The "Cancellation Amount" shall be the reasonable market value of the Securities determinedby the Calculation Agent in its reasonable discretion (§ 315 BGB) within ten Banking Days before

13

the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up or downto the nearest EUR 0.01, with EUR 0.005 being rounded upwards.

§ 7

Market Disruptions

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on a Valuation Date, the respective Valuation Date will be postponed tothe next following Calculation Date on which the Market Disruption Event no longer exists.

Any Payment Date relating to such Valuation Date shall be postponed if applicable. Interest shallnot be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than 8 consecutiveBanking Days the Calculation Agent shall determine in its reasonable discretion (§ 315 BGB) therespective Reference Price required for the calculations or, respectively, specifications describedin the Terms and Conditions of these Securities. Such Reference Price shall be determined inaccordance with prevailing market conditions at Milan and Munich on this 9th Banking Day,taking into account the economic position of the Security Holders.

If within these 8 Banking Days traded Derivatives of the Underlying expire and are settled on theDetermining Futures Exchange, the settlement price established by the Determining FuturesExchange for the there traded Derivatives will be taken into account in order to conduct thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. In that case, the expiration date for those Derivatives is the respective Valuation Date.

§ 8

Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New IndexCalculation Agent, Replacement Specification

(1) Index Concept: The basis for the calculations or, respectively, specifications of the CalculationAgent described in the Terms and Conditions of these Securities shall be the Underlying with itsprovisions currently applicable, as developed and maintained by the Index Sponsor, as well asthe respective method of calculation, determination, and publication of the price of theUnderlying (the "Index Concept") applied by the Index Sponsor. This shall also apply if during theterm of the Securities changes are made or occur in respect of the Index Concept, or if othermeasures are taken, which have an impact on the Index Concept, unless otherwise provided inthe below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer and/or all prices of the Underlying determined by the Calculation Agenton the basis of the Terms and Conditions of these Securities in such a way that the economic

14

position of the Security Holders remains unchanged to the greatest extent possible. Anyadjustment will be performed by the Calculation Agent taking into consideration anyadjustments made by the Determining Futures Exchange to the there traded Derivatives linkedto the Underlying, and the remaining term of the Securities as well as the latest available priceof the Underlying. If the Calculation Agent determines that, pursuant to the rules of theDetermining Futures Exchange, no adjustments were made to the Derivatives linked to theUnderlying, the Terms and Conditions of these Securities regularly remain unchanged. Theexercised adjustments and the date of the first application shall be notified pursuant to § 6 ofthe General Conditions.

(3) Replacement Underlying: In cases of an Index Replacement Event or a License Termination Event,the adjustment pursuant to paragraph (2) is usually made by the Calculation Agent in itsreasonable discretion (§ 315 BGB) determining, which index should be used in the future asUnderlying (the "Replacement Underlying"). If necessary, the Calculation Agent will makefurther adjustments to the Terms and Conditions of these Securities (in particular to theUnderlying, the Ratio and/or all prices of the Underlying, which have been specified by the Issuer)and/or all prices of the Underlying determined by the Calculation Agent pursuant to the Termsand Conditions of these Securities in such a way that the economic position of the SecurityHolders remains unchanged to the greatest extent possible. The Replacement Underlying andthe adjustments made as well as the time of its first application will be published in accordancewith § 6 of the General Conditions. From the first application of the Replacement Underlying on,any reference to the Underlying in the Terms and Conditions of these Securities shall be deemedto refer to the Replacement Underlying, unless the context requires otherwise.

(4) New Index Sponsor and New Index Calculation Agent: If the Underlying is no longer determinedby the Index Sponsor but rather by another person, company or institution (the "New IndexSponsor"), then all calculations or, respectively, specifications described in the Terms andConditions of these Securities shall occur on the basis of the Underlying as determined by theNew Index Sponsor. In this case, any reference to the Index Sponsor shall be deemed as referringto the New Index Sponsor, depending on the context. If the Underlying is no longer calculated bythe Index Calculation Agent but rather by another person, company or institution (the "NewIndex Calculation Agent"), then all calculations or, respectively, specifications described in theTerms and Conditions of these Securities shall occur on the basis of the Underlying as calculatedby the New Index Calculation Agent. In this case, any reference to the Index Calculation Agentshall be deemed as referring to the New Index Calculation Agent, unless the context requiresotherwise.

(5) Replacement Specification: If a price of the Underlying published by the Index Sponsor or theIndex Calculation Agent, as the case may be, pursuant to the Terms and Conditions of theseSecurities will subsequently be corrected and the correction (the "Corrected Value") will bepublished by the Index Sponsor or the Index Calculation Agent, as the case may be, after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent will notifythe Issuer of the Corrected Value as soon without undue delay and shall again specify andpublish pursuant to § 6 of the General Conditions the relevant value by using the Corrected Value(the "Replacement Specification").

S-1

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements arenumbered in sections A – E (A.1 – E.7).

This Summary contains all the Elements required to be included in a summary for this type of securitiesand issuer. Because some Elements are not required to be addressed, there may be gaps in thenumbering sequence of the Elements.

Even though an Element may be required to be inserted in the Summary because of the type ofsecurities and issuer, it is possible that no relevant information can be given regarding the Element. Inthis case a short description of the Element is included in the Summary with the specification of 'Notapplicable'.

A. INTRODUCTION AND WARNINGS

A.1 Warning This Summary should be read as an introduction to the Base Prospectus.

The investor should base any decision to invest in the Securities onconsideration of the Base Prospectus as a whole.

Where a claim relating to the information contained in this Base Prospectus isbrought before a court, the plaintiff investor might, under the nationallegislation of the Member States, have to bear the costs of translating the BaseProspectus before the legal proceedings are initiated.

UniCredit Bank AG, Kardinal-Faulhaber-Straße 1, 80333 Munich, which in itscapacity as Issuer assumes liability for the Summary including any translationthereof, as well as any person which has tabled it, may be held liable, but onlyif the Summary is misleading, inaccurate or inconsistent when read togetherwith the other parts of the Base Prospectus, or it does not provide, when readtogether with the other parts of the Base Prospectus, all necessary keyinformation.

A.2 Consent to theuse of the baseprospectus

Subject to the following paragraphs, the Issuer gives its consent to the use ofthe Base Prospectus during the term of its validity for subsequent resale orfinal placement of the Securities by financial intermediaries.

Indication ofthe offer period

Resale or final placement of the Securities by financial intermediaries can bemade and consent to use the Base Prospectus is given for an offer period oftwelve (12) months following the 15 January 2014.

Otherconditionsattached to theconsent

Subject to the condition that each financial intermediary complies with theterms and conditions of the issue, the applicable final terms as well as theapplicable selling restrictions, the consent is not subject to any otherconditions.

Provision ofterms andconditions ofthe offer byfinancialintermediary

In the event of an offer being made by a financial intermediary, thisfinancial intermediary will make available information to investors on theterms and conditions of the offer at the time the offer is made.

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B. ISSUER

B.1 Legal andcommercialname

UniCredit Bank AG ("UniCredit Bank" or "HVB", and together with itsconsolidated subsidiaries, the "HVB Group") is the legal name.HypoVereinsbank is the commercial name.

B.2 Domicile /Legal form /Legislation /Country ofincorporation

UniCredit Bank has its registered office at Kardinal-Faulhaber-Straße 1, 80333Munich, was incorporated in Germany and is registered with the CommercialRegister at the Local Court (Amtsgericht) in Munich under number HRB 42148,incorporated as a stock corporation under the laws of the Federal Republic ofGermany.

B.4b Known trendsaffecting theissuer and theindustries inwhich itoperates

The global economy and the international financial markets will continue toface a high degree of uncertainty in 2013. The financial markets will continueto be affected by the unresolved sovereign debt crisis in particular. The bankingsector still faces significant challenges, from both the overall economicenvironment and pending regulatory initiatives by banking supervisors. In thisenvironment, HVB Group will continually adapt its business strategy to reflectchanges in market conditions and carefully review the management signalsderived from this on a regular basis.

B.5 Description ofthe group andthe issuer'sposition withinthe group

UniCredit Bank is the parent company of HVB Group. HVB Group holds directlyand indirectly equity participations in various companies.

UniCredit Bank has been an affiliated company of UniCredit S.p.A., Rome("UniCredit S.p.A.", and together with its consolidated subsidiaries, "UniCredit")since November 2005 and hence a major part of UniCredit from that date as asub-group. UniCredit S.p.A. holds directly 100% of UniCredit Bank's sharecapital.

B.9 Profit forecastor estimate

Not applicable; no profit forecast or estimate is made.

B.10 Nature of anyqualificationsin the auditreport onhistoricalfinancialinformation

Not applicable. KPMG AG Wirtschaftsprüfungsgesellschaft, the independentauditors (Wirtschaftsprüfer) of UniCredit Bank for the financial years 2011 and2012, have audited the consolidated financial statements of HVB Group andthe unconsolidated financial statements of UniCredit Bank as of and for theyears ended 31 December 2011 and 2012 and have issued an unqualified auditopinion thereon.

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B.12 Selectedhistorical keyfinancialinformation

Consolidated Financial Highlights as of 31 December 2012*

Key performance indicators 1/1 –31/12/2012

1/1 –31/12/2011

Net operating profit €1,807m €1,935m

Cost-income ratio (based on operatingincome)

58.1% 62.1%

Profit before tax €2,058m €1,615m

Consolidated profit €1,287m €971m

Return on equity before tax1) 9.2% 7.2%

Return on equity after tax1) 5.8% 4.3%

Earnings per share €1.55 €1.16

Balance sheet figures 31/12/2012 31/12/2011

Total assets €348.3bn €372.3bn

Shareholders' equity €23.3bn €23.3bn

Leverage ratio2) 15.0x 16.0x

Key capital ratios compliant with Basel II 31/12/2012 31/12/2011

Core capital without hybrid capital (coreTier 1 capital) €19.1bn €19.9bn

Core capital (Tier 1 capital) €19.5bn €20.6bn

Risk-weighted assets (including equivalentsfor market risk and operational risk) €109.8bn €127.4bn

Core capital ratio without hybrid capital(core Tier 1 ratio) 3) 17.4% 15.6%

Core capital ratio (Tier 1 ratio) 3) 17.8% 16.2%

* Figures shown in this table are audited and taken from the Issuer's Consolidated Annual Report as of 31December 2012

1) Return on equity calculated on the basis of average shareholders' equity according to IFRS.2)

Ratio of total assets to shareholders' equity compliant with IFRS.3) Calculated on the basis of risk-weighted assets, including equivalents for market risk and operational

risk.

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Consolidated Financial Highlights as of 30 September 2013*

Key performance indicators 1/1 –30/09/2013

1/1 –30/09/2012

Net operating profit €1,462m €1,773m

Cost-income ratio (based on operatingincome)

62.4% 55.1%

Profit before tax €1,569m €2,050m

Consolidated profit €1,076m €1,220m

Return on equity before tax1) 10.1% 12.2%

Return on equity after tax1) 7.0% 7.3%

Earnings per share €1.30 €1.47

Balance sheet figures 30/09/2013 31/12/2012

Total assets €315.4bn €348.3bn

Shareholders' equity €21.8bn €23.3bn

Leverage ratio2) 14.5x 15.0x

Key capital ratios compliant with Basel II 30/09/2013 31/12/2012

Core capital without hybrid capital (coreTier 1 capital) €19.1bn €19.1bn

Core capital (Tier 1 capital) €19.1bn €19.5bn

Risk-weighted assets (including equivalentsfor market risk and operational risk) €92.5bn €109.8bn

Core capital ratio without hybrid capital(core Tier 1 ratio) 3) 20.7% 17.4%

Core capital ratio (Tier 1 ratio) 3) 20.7% 17.8%

* Figures shown in this table are unaudited and taken from the Issuer's Consolidated Interim Report as of30 September 2013

1) Return on equity calculated on the basis of average shareholders' equity with IFRS and projected profitbefore tax at 30 September 2013 for the year as a whole.

2) Ratio of total assets to shareholders' equity compliant with IFRS.3) Calculated on the basis of risk-weighted assets, including equivalents for market risk and operational

risk.

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Statement withregard to nomaterialadverse changein theprospects ofthe issuer sincethe date of itslast publishedauditedfinancialstatements ora description ofany materialadverse change

There has been no material adverse change in the prospects of HVB Groupsince 31 December 2012.

Description ofsignificantchange in thefinancialpositionsubsequent tothe periodcovered by thehistoricalfinancialinformation

There has been no significant change in the financial position of HVB Groupsince 30 September 2013.

B.13 Recentdevelopments

Not applicable. There are no recent events particular to UniCredit Bank whichare to a material extent relevant to the evaluation of its solvency.

B.14 Statement ofdependencyupon otherentities withinthe group

UniCredit S.p.A. holds directly 100% of UniCredit Bank’s share capital.

B.15 Principalactivities

UniCredit Bank offers a comprehensive range of banking and financial productsand services to private, corporate and public sector customers and internationalcompanies.

Its range extends i.a., from mortgage loans, consumer loans and bankingservices for private customers, business loans and foreign trade financing forcorporate customers through to fund products for all asset classes, advisoryand brokerage services, securities transactions, liquidity and financial riskmanagement, advisory services for affluent customers and investment bankingproducts for corporate customers.

B.16 Direct orindirectownership orcontrol

UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital.

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C. SECURITIES

C.1 Type and classof the securities

Closed End Securities

Each Tranche of Securities will be issued as Certificates without NominalAmount.

"Certificates" are debt instruments in bearer form (Inhaberschuldver-schreibungen) pursuant to § 793 German Civil Code (Bürgerliches Gesetzbuch,BGB).

The Securities are represented by a permanent global note without interestcoupons.

The holders of the Securities (the "Security Holders") are not entitled to receivedefinitive Securities.

Series Tranche ISIN WKN

1 1 DE000HV8A5F5 HV8A5F

2 1 DE000HV8A5G3 HV8A5G

C.2 Currency of thesecurities issue

The Securities are issued in Euro (“EUR”) (the "Specified Currency").

C.5 Restrictions ofany freetransferabilityof the securities

Not applicable. The Securities are freely transferable.

C.8 Rights attachedto thesecurities,includingranking andlimitations tothose rights

Governing law of the Securities

The Securities, as to form and content, and all rights and obligations of theIssuer and the Security Holder shall be governed by the laws of the FederalRepublic of Germany.

Rights attached to the Securities

The Securities have a fixed term.

The Securities do not bear interest.

Each Security Holder may demand payment of the Redemption Amount (asdefined in C.15) (the "Redemption Right") at a Redemption Date (as defined inC.16). The exercise of the Redemption Right shall be declared by the SecurityHolder at least 20 banking days before the designated Redemption Date.

The Issuer may call the Securities completely but not partially (the "RegularCall Right") at a Call Date (as defined in C.16) by payment of the RedemptionAmount. The Issuer shall give notice of such call at least 90 calendar days priorto the relevant Call Date.

If these rights have not been exercised, the Security Holders are entitled to thepayment of the Redemption Amount (as defined in C.15) on the Maturity Date(as defined in C.16).

Limitation of the rights

The Issuer may call the Securities or adjust the terms and conditions of theSecurities.

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Status of the Securities

The obligations under the Securities constitute direct, unconditional andunsecured obligations of the Issuer and rank, unless provided otherwise by law,at least pari passu with all other unsecured unsubordinated present and futureobligations of the Issuer.

C.11 Admission totrading

Application will be made for the Securities to be admitted to trading with effectfrom 17 January 2014 on the following regulated or unregulated markets:SeDeX market organized and managed by Borsa Italiana S.p.A..

UniCredit Bank AG (also the "Market Maker") undertakes to provide liquiditythrough bid and offer quotes in accordance with the market making rules ofBorsa Italiana S.p.A., where the Securities are expected to be listed. Theobligations of the Market Maker are regulated by the rules of the marketsorganized and managed by Borsa Italiana S.p.A,. and the relevant instructions tosuch rules.

C.15 Effect of theunderlying onthe value of thesecurities

The Securities track the Underlying (as defined in C.20) in a linear manner andenable the Security Holders to participate in a positive as well as in a negativeperformance during the lifetime of the Securities.

The Securities have a fixed term. However, they will be redeemed early ifSecurity Holders exercise their Redemption Right or the Issuer exercises itsRegular Call Right. Upon exercise of the aforementioned rights, Security Holdersare entitled to the payment of the Redemption Amount at the respectiveRedemption Date or Call Date, as the case may be. If these rights have not beenexercised, Security Holders are entitled to the payment of the RedemptionAmount on the Maturity Date.

The Issuer may exercise its Regular Call Right without consideration of its effecton the economic position of the Security Holders. Upon such exercise, theremaining term of the Securities will be limited and the Security Holders maysuffer a partial or total loss of their invested capital.

The "Redemption Amount" equals the Relevant Reference Price (as defined inC.19) multiplied by the Ratio.

The Relevant Reference Price (as defined in C.19) will be reduced by aManagement Fee and/or a Gap Risk Fee (each as specified in the table below).

The Redemption Amount may in no case be lower than zero.

ISIN Ratio Management Fee(in % p.a.)

Gap Risk Fee (in% p.a.)

DE000HV8A5F5 0.002 0.40% 4.5%DE000HV8A5G3 0.03 0.40% 4.5%

Based on the fees indicated in the table above in per cent per annum therelevant amount, which will be deducted from the Relevant Reference Price,will be calculated for each calendar day on a pro rata basis and accumulated.With respect to days on which the price of the Underlying has not beencalculated the last published official Reference Price shall be used for purposesof the calculation.

C.16 The expiration "Valuation Date" means the fifth banking day prior to each Redemption Date

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or maturitydate of thederivativesecurities – theexercise date orfinal referencedate

and each Call Date and the Maturity Date.

"Redemption Date" means the last banking day of the month of January,February, March, April, May, June, July, August, September, October, November,December of each year, starting on 28 February 2014 until the Maturity Date(excluding).

"Call Date" means the last banking day of the month of January, February,March, April, May, June, July, August, September, October, November, Decemberof each year, starting on the 31 July 2014 until the Maturity Date (excluding).

ISIN Maturity Date

DE000HV8A5F5 23.11.2018

DE000HV8A5G3 23.11.2018

C.17 Settlementprocedure ofthe securities

All payments shall be made to UniCredit Bank AG (the "Principal PayingAgent"). The Principal Paying Agent shall pay the amounts due to the ClearingSystem for credit to the respective accounts of the depository banks for transferto the Security Holders.

The payment to the Clearing System shall discharge the Issuer from itsobligations under the Securities in the amount of such payment.

"Clearing System" means Monte Titoli.

C.18 Description ofhow any returnon derivativesecurities takesplace

Payment of the Redemption Amount at the Redemption Date in relation towhich a Security Holder exercises its Redemption Right or at the Call Date inrelation to which the Issuer exercises its Regular Call Right or at the MaturityDate, as the case may be.

C.19 Exercise priceor finalreference priceof theunderlying

"Relevant Reference Price" means the Reference Price on the respectiveValuation Date.

ISIN Reference Price

DE000HV8A5F5 Closing Price

DE000HV8A5G3 Closing Price

C.20 Type of theunderlying anddescriptionwhereinformation onthe underlyingcan be found

"Underlying" means an index as further described by the following parameters:

ISIN Underlying UnderlyingCurrency

IndexSponsor

IndexCalculation

Agent

Website

DE000HV8A5F5 ITALIA LEVA

7 LONG(in shortITALIA X 7)

EUR NYSEEuronext

NYSEEuronext

https://indices.nyx.com/

www.investimenti.unicr

edit.it

DE000HV8A5G3

ITALIA LEVA7 SHORT(in short

ITALIA X -7)

EUR NYSEEuronext

NYSEEuronext

https://indices.nyx.com/

www.investimenti.unicr

edit.it

23

For further information about the past and the future performance of theUnderlying and its volatility, please refer to the Website, as specified in thetable above (or any successor website).

D. RISKS

D.2 Keyinformation onthe key risksthat arespecific to theIssuer

Issuer risk

Issuer risk is related to the possibility that the Issuer, with reference to itsbusiness and profitability is unable to pay the redemption amount, due to adeterioration in the soundness of assets.

Credit Risk

(i) Risks connected to an economic slowdown and volatility of the financialmarkets; (ii) Deteriorating asset valuations resulting from poor marketconditions may adversely affect the HVB Group's future earnings; (iii) Theeconomic conditions of the geographic markets in which the HVB Groupoperates have had, and may continue to have, adverse effects on the HVBGroup’s results of operations, business and financial condition; (iv) Non-traditional banking activities expose the HVB Group to additional credit risks;(v) HVB Group's income can be volatile related to trading activities andfluctuations in interest and exchange rates; (vi) Changes in the German andEuropean regulatory framework could adversely affect the HVB Group'sbusiness; (vii) Loan losses may exceed anticipated levels; (viii) Risks related tomarket implementations; (ix) Systemic risk could adversely affect the HVBGroup's business.

Market Risk

Difficult market situations can add to volatility in HVB Group's income

Liquidity Risk

(i) Risks concerning liquidity could affect the HVB Group's ability to meet itsfinancial obligations as they fall due; (ii) HVB Group's results of operations,business and financial condition have been and will continue to be affected byadverse macroeconomic and market conditions; (iii) The European sovereigndebt crisis has adversely affected, and may continue to, adversely affect theHVB Group's results of operations, business and financial condition; (iv) HVBGroup has significant exposure to weaker Eurozone countries; (v) Disruptionson financial markets potentially impact the liquidity situation of HVB Group.

Operative Risk

(i) HVB Group's risk management strategies and techniques may leave HVBGroup exposed to unidentified or unanticipated risks; (ii) IT risks; (iii) Risks inconnection with outsourcing; (iv) Risks arising from fraud in trading; (v) Risks inconnection with legal proceedings; (vi) The HVB Group is involved in pendingtax proceedings.

Strategic Risk

(i) Risk from overall economic trends and risk from external market changes;(ii) Risks from the strategic orientation of HVB Group´s business model; (iii)Risks from the consolidation of the banking market; (iv) Competition risk; (v)

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Uncertainty about macro-economic developments and risks from increasinglystringent regulatory requirements; (vi) The introduction of Basel III may have amaterial impact on the capital resources and requirements of HVB Group; (vii)Tax implications – new types of tax to make banks contribute to the cost of thefinancial crisis; (viii) Risks related to Ratings of HVB Group; (ix) The regulatoryenvironment for HVB Group may change; non-compliance with regulatoryrequirements may result in enforcement measures.

Additional Risks

(i) Business Risk; (ii) Risks arising from HVB´s real estate portfolio; (iii) Risksarising from HVB Group´s shareholdings/financial investments.

D.6 Keyinformation onthe key risksthat arespecific to thesecurities

Potential conflicts of interest

Conflict of interest risk is related to the possibility that certain functions of theIssuer, distributors or agents or events with respect to the underlying-linkedSecurities may be adverse to the interests of the Security Holders.

Risks related to the market

(i) Risk that no active trading market for the Securities exists; (ii) Risks relatingto the offering volume; (iii) Risk relating to the market value of the Securities;(iv) Risk relating to the expansion of the spread between bid and offer prices;(v) Risk relating to the currency with respect to the Securities; (vi) Risk relatingto hedging transactions.

Risks related to the Securities in general

(i) Credit risk of the Issuer; (ii) Possible limitation of the legality of purchase;(iii) Risks arising from financial market turmoils, the German BankRestructuring Act and other governmental or regulatory interventions; (iv) Risksdue to no own independent review and advice of the investor; (v) Risks arisingfrom financing the purchase of the Securities; (vi) Risks arising fromtransaction costs; (vii) Inflation risk; (viii) Risks arising from transactions toreduce risks; (ix) Taxation risks.

Risks related to underlying-linked Securities

(i) Risks arising from the influence of the Underlying on the market value of theSecurities; (ii) Risks arising from the fact that the observation of the Underlyingoccurs only at a specified date or time; (iii) Risks arising from the impact ofBarrier Events; (iv) Risks in relation to a Ratio; (v) Risks arising from a limitationof the potential returns to a Maximum Amount; (vi) Risks in spite of conditionalminimum payment; (vii) Risks in relation to reverse structures; (viii) Risk ofpostponement or alternative provisions for the valuation of the Underlying;(ix) Currency risk with respect to the Underlying; (x) Risks in relation toadjustment events; (xi) Risk of market disruptions; (xii) Risk of regulatoryconsequences to investors in underlying-linked Securities; (xiii) Risks arisingfrom negative effects of hedging arrangements by the Issuer on the Securities;(xiv) Risks arising from the Issuer's extraordinary call right; (xv) Risks arisingfrom the Issuer's regular call right; (xvi) Risks arising from the redemption rightof the Security Holders; (xvii) Risks in relation to physical delivery.

Risks related to Underlyings

- General risks

(i) Risks arising from the volatility of the value of the Underlying and risk due toa short history; (ii) No rights of ownership of the Underlying; (iii) Risksassociated with Underlyings subject to emerging market jurisdictions.

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- Risks related to indices as Underlying

(i) Similar risks to a direct investment in index components; (ii) No influence ofthe Issuer on the index; (iii) Risks arising from special conflicts of interests inrelation to indices as Underlying; (iv) Risks in relation to strategy indices asUnderlying; (v) Risks in relation to price indices as Underlying; (vi) Risks inrelation to net return indices as Underlying; (vii) Risks in relation to shortindices as Underlying; (viii) Risks in relation to leverage indices as Underlying;(ix) Risks in relation to distributing indices as Underlying; (x) Risks in relation toexcess return indices as Underlying; (xi) Risk of country or sector relatedindices; (xii) Currency exchange risk contained in the index; (xiii) Adverse effectof fees on the index level; (xiv) Risks with respect to the publication of theindex composition which is not constantly updated; (xv) Risks related to anindex calculation fee; (xvi) Risks related to a management fee; (xvii) Risksrelated to a short selling fee; (xviii) Risks related to a gap risk fee.

The Securities are not capital protected. Investors may lose the value oftheir entire investment or part of it.

E. OFFER

E.2b Reasons for theoffer and useof proceedswhen differentfrom makingprofit and/orhedging certainrisks

The net proceeds from each issue of Securities will be used by the Issuer forits general corporate purposes.

E.3 Description ofthe terms andconditions ofthe offer

Day of the first public offer 17 January 2014

A public offer will be made in Italy.

The smallest transferable unit is 1 Certificate.

The smallest tradable unit is 1 Certificate.

The public offer may be terminated by the Issuer at any time without givingany reason.

Application to listing will be made as of 13 January 2014 on the followingmarkets: SeDeX organized and managed by Borsa Italiana S.p.A.

E.4 Any interestthat is materialto theissue/offerincludingconflictinginterest

Any distributors and/or its affiliates may be customers of, and borrowers fromthe Issuer and its affiliates. In addition, any of such distributors and theiraffiliates may have engaged, and may in the future engage, in investmentbanking and/or commercial banking transactions with, and may performservices for the Issuer and its affiliates in the ordinary course of business.

With regard to trading of the Securities the Issuer has a conflict of interestbeing also the Market Maker on the SeDeX Markets organized and managedby Borsa Italiana S.p.A.

The Issuer is also the arranger and the Calculation Agent of the Securities. TheIssuer or any of their affiliates may act as a calculation agent or paying agent.

E.7 Estimated Not applicable. No such expenses will be charged to the investor by the Issuer

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expensescharged to theinvestor by theIssuer or thedistributor

or a distributor.

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NOTA DI SINTESI

Le Note di Sintesi sono costituite da requisiti informativi denominati "Elementi". Detti Elementi sononumerati nelle sezioni A – E (A.1 – E.7).

La presente Nota di Sintesi contiene tutti gli Elementi richiesti con riguardo alla tipologia di strumentifinanziari e di emittente. Dal momento che alcuni Elementi non risultano rilevanti, la sequenzanumerica degli Elementi potrebbe non essere completa.

Nonostante alcuni Elementi debbano essere inseriti in considerazione della tipologia di strumentofinanziario e di Emittente, può accadere che non sia possibile fornire alcuna informazione utile in meritoad alcuni Elementi. In tal caso nella Nota di Sintesi sarà presente una breve descrizione dell'Elementocon l'indicazione "Non applicabile".

A. INTRODUZIONE E AVVERTENZE

A.1 Avvertenza La presente Nota di Sintesi va letta come un'introduzione al presente Prospetto di Base.

Qualsiasi decisione di investire nei Titoli dovrebbe basarsi sull'esame da parte dell'investitore delProspetto di Base completo.

Qualora sia presentato un ricorso dinanzi all'autorità giudiziaria in merito alle informazionicontenute nel presente Prospetto di Base, l'investitore ricorrente potrebbe essere tenuto, a normadel diritto nazionale degli Stati membri, a sostenere le spese di traduzione del Prospetto di Baseprima dell'inizio del procedimento.

La responsabilità per la presente Nota di Sintesi, comprese le sue eventuali traduzioni, incombesu UniCredit Bank AG, Kardinal-Faulhaber-Straße 1, 80333 Monaco, Germania quale Emittente, esu ogni altro soggetto da cui è stata redatta, ma soltanto qualora la Nota di Sintesi risultifuorviante, imprecisa o incoerente se letta insieme con le altre parti del Prospetto di Base o nonoffra, se letta insieme alle altre parti del Prospetto di Base, le informazioni fondamentali.

A.2 Consenso all'u-tilizzo del pro-spetto di base

Salvo quanto previsto ai successivi paragrafi, l'Emittente acconsente all'utilizzo del Prospetto diBase, durante il suo periodo di validità, per una rivendita successiva o collocamento finale deiTitoli da parte di intermediari finanziari.

Indicazione delperiodo di offerta

La rivendita o il collocamento finale dei Titoli da parte di intermediari finanziari sono ammessi edè dato il consenso all'utilizzo del Prospetto di Base per un periodo di offerta di dodici (12) mesisuccessivo al 15 Gennaio 2014.

Altre condizionialle quali èsoggetto ilconsenso

A condizione che ciascun intermediario finanziario adempia ai termini e condizionidell'emissione, alle condizioni definitive applicabili nonché alle restrizioni di vendita applicabili, ilconsenso non è soggetto ad alcuna ulteriore condizione.

Condizioni del-l'offerta messe adisposizione daparte di interme-diari finanziari

Le informazioni relative ai termini e alle condizioni dell'offerta effettuata da parte di unintermediario finanziario sono fornite dall'intermediario finanziario stesso agli investitori almomento dell'offerta.

B. EMITTENTE

B.1 Denominazionelegale e commer-ciale

UniCredit Bank AG ("UniCredit Bank" o "HVB", e congiuntamente con le proprie controllateconsolidate "Gruppo HVB") è la denominazione legale. HypoVereinsbank è la denominazionecommerciale.

B.2 Domicilio / Formagiuridica / Legi-

UniCredit Bank ha la propria sede legale in Kardinal-Faulhaber – Straße 1, 80333 Monaco,Germania, è stata costituita ai sensi del diritto tedesco, è iscritta presso il Registro delle imprese

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slazione in basealla quale opera /Paese di costi-tuzione

di Monaco (Amtsgericht) al numero HRB 42148, nella forma di società per azioni ai sensi delleleggi della Repubblica Federale Tedesca, ed opera secondo il diritto tedesco.

B.4b Tendenze noteriguardanti l’E-mittente e i settoriin cui opera

L'economia globale e i mercati finanziari internazionali continueranno ad affrontare un alto gradodi incertezza nel 2013. I mercati finanziari continueranno ad essere soggetti, in particolare,all'irrisolta crisi del debito sovrano. Il settore bancario continua ad affrontare sfide rilevantiprovenienti sia dal contesto economico generale che dalle iniziative regolamentari delle autoritàdi vigilanza sulle banche. In tale contesto, il Gruppo HVB adatterà continuamente la propriastrategia d'impresa al fine di riflettere i cambiamenti delle condizioni di mercato e rivedràattentamente, su base regolare, i segnali da ciò provenienti.

B.5 Gruppo di appar-tenenza dell'Emit-tente e dellaposizione che essovi occupa

UniCredit Bank è la capogruppo del Gruppo HVB. Il Gruppo HVB detiene, direttamente edindirettamente, partecipazioni azionarie in varie società.

UniCredit Bank è una controllata di UniCredit S.p.A., Roma ("UniCredit S.p.A.", e congiuntamentealle proprie collegate e c/o controllate "UniCredit") dal novembre 2005 e a partire da tale datauna componente rilevante di UniCredit quale sottogruppo. UniCredit S.p.A. detiene direttamente il100% del capitale sociale di UniCredit Bank.

B.9 Previsione o stimadegli utili

Non applicabile; l'Emittente non esprime alcuna previsione o stima degli utili.

B.10 Eventuali rilievicontenuti nellarelazione di revi-sione relativa alleinformazionifinanziarie relativeagli esercizipassati

Non applicabile. KPMG AG Wirtschaftsprüfungsgesellschaft, quale revisore indipendente(Wirtschaftsprüfer) di UniCredit Bank ha rilasciato, per gli anni finanziari 2011 e 2012,relativamente al bilancio consolidato di HVB ed al bilancio non consolidato di UniCredit Bank al31 dicembre 2011 e 2012 l'apposita relazione esprimendo un giudizio senza rilievi.

B.12 Principali infor-mazioni finanziarieselezionaterelative agliesercizi passati

Principali indicatori finanziari consolidati al 31 dicembre 2012*

Principali indicatori economici 1/1 –31/12/2012

1/1 –31/12/2011

Margine operative netto €1.807m €1.935m

Rapporto costi/ricavi (in base al ricavo operativo 58,1% 62,1%

Utile prima delle imposte €2.058m €1.615m

Utile consolidato €1.287m €971m

ROE prima delle imposte1

9,2% 7,2%

ROE dopo le imposte1

5,8% 4,3%

Utile per azione €1,55 €1,16

Dati dello stato patrimoniale 31/12/2012 31/12/2011

Attività totale €348,3mld €372,3mld

Patrimonio netto €23,3mld €23,3mld

Rapporto di indebitamento2

15,0x 16,0x

Principali rapporti di capitale conformi a BasileaII

31/12/2012 31/12/2011

Core capital senza capitale ibrido (core Capitale Tier1)

€19,1mld €19,9mld

Core capital (Capitale Tier 1) €19,5mld €20,6mld

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Attività ponderate in base al rischio (compresi gliequivalenti per rischio di mercato e rischio ope-rativi)

€109,8mld €127,4mld

Rapporto di core capital senza il capitale ibrido(Rapporto Tier 1 core)

317,4% 15,6%

Rapporto di core capital (Rapporto Tier 1)3

17,8% 16,2%

*I dati di cui alla presente tabella sono certificati e presi dalla Relazione Annuale ('Annual Report') dell'Emittente al 31 dicembre 2012.

1) rendimento del capitale proprio calcolato sulla base del patrimonio netto medio in base agli IFRS.

2) rapporto fra attività totale e patrimonio netto in base agli IFRS.

3) calcolato sulla base delle attività ponderate in base al rischio (RWA), compresi gli equivalenti per rischio di mercato e per rischio operativo.

Principali indicatori finanziari consolidati al 30 settembre 2013*

Principali indicatori economici 1/1 –30/09/2013

1/1 –30/09/2012

Margine operative netto €1.462m €1.773m

Rapporto costi/ricavi (in base al ricavo operativo 62,4% 55,1%

Utile prima delle imposte €1.569m €2.050m

Utile consolidato €1.076m €1.220m

ROE prima delle imposte1

10,1% 12,2%

ROE dopo le imposte1

7,0% 7,3%

Utile per azione €1,30 €1,47

Dati dello stato patrimoniale 30/09/2013 31/12/2012

Attività totale €315,4mld €348,3mld

Patrimonio netto €21,8mld €23,3mld

Rapporto di indebitamento2

14,5x 15,0x

Principali rapporti di capitale conformi a Basilea II 30/09/2013 31/12/2012

Core capital senza capitale ibrido (core Capitale Tier1)

€19,1mld €19,1mld

Core capital (Capitale Tier 1) €19,1mld €19,5mld

Attività ponderate in base al rischio (compresi gliequivalenti per rischio di mercato e rischio operativi)

€92,5mld €109,8mld

Rapporto di core capital senza il capitale ibrido(Rapporto Tier 1 core)

320,7% 17,4%

Rapporto di core capital (Rapporto Tier 1)3

20,7% 17,8%* I dati di cui alla presente tabella non sono certificati e sono indicati nella Relazione Finanziaria Intermedia dell'Emittente al 30 Settembre

2013.

1) rendimento del capitale proprio calcolato con riferimento al patrimonio netto medio in base agli IFRS e all'utile ante imposte determinato al 30

Settembre 2013 come previsione per l'intero anno.

2) rapporto fra attività totale e patrimonio netto in base agli IFRS.

3) calcolato sulla base delle attività ponderate in base al rischio (RWA), compresi gli equivalenti per rischio di mercato e per rischio operativo.

Dichiarazione re-lativa alla man-canza dicambiamentinegativi

Non vi è stato alcun cambiamento negativo sostanziale delle prospettive del Gruppo HVBsuccessivamente al 31 dicembre 2012.

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sostanziali delleprospettive dell'e-mittente dalladata dipubblicazionedell'ultimo bilan-cio sottoposto arevisionepubblicato odescrizione deglieventualicambiamentinegativisostanziali

Descrizione dicambiamentisignificativi dellasituazionefinanziaria ocommercialesuccessiva alperiodo cui siriferiscono leinformazionifinanziarie relativeagli esercizipassati

Non si è verificato alcun fatto recente relativo al Gruppo HVB che sia sostanzialmente rilevanteper la valutazione della sua solvibilità successivamente al 30 settembre 2013.

B.13 Sviluppi recenti Non applicabile. Non si è verificato alcun recente evento riguardante UniCredit Banksostanzialmente rilevante per la valutazione della sua solvibilità.

B.14 Dipendenza dell'E-mittente da altrisoggetti all'internodel Gruppo

UniCredit S.p.A. detiene direttamente il 100% del capitale sociale di UniCredit Bank.

B.15 Descrizione delleprincipali attivitàdell'Emittente

UniCredit Bank offre una svariata rosa di prodotti bancari e finanziari e servizi ai clienti nel settoreprivato, commerciale (corporate) e pubblico e a società internazionali.

La propria gamma si estende, tra l'altro, a mutui ipotecari, a mutui a clienti privati e servizibancari per clienti privati, mutui e negoziazione finanziaria per clienti corporate tramite fondi pertutte le classi di beni, servizi di consulenza e intermediazione, operazioni su titoli, gestione delrischio di liquidità e finanziario, servizi di consulenza per clienti benestanti e prodotti di bancarid'investimento per clienti corporate.

B.16 Società control-lanti

UniCredit S.p.A. detiene direttamente il 100% del capitale sociale di UniCredit Bank.

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C. STRUMENTI FINANZIARI

C.1 Descrizione del ti-po e della classedegli StrumentiFinanziari

Strumenti Finanziari “Closed End” (Closed End Securities)

Per ciascuna Tranche gli Strumenti Finanziari saranno emessi come Certificati senza valorenominale.

I "Certificati" sono titoli al portatore (Inhaberschuldverschreibungen) ai sensi del § 793 del CodiceCivile tedesco (Bürgerliches Gesetzbuch, BGB).

Gli Strumenti Finanziari sono rappresentati da un certificato globale permanente senza cedola.

I portatori degli Strumenti Finanziari (i "Titolari") non sono autorizzati a ricevere StrumentiFinanziari in forma effettiva.

Serie Tranche ISIN WKN

1 1 DE000HV8A5F5 HV8A5F

2 1 DE000HV8A5G3 HV8A5G

C.2 Valuta diemissione degliStrumentiFinanziari

Gli Strumenti Finanziari saranno emessi in EUR (la "Valuta di Emissione").

C.5 Eventuali re-strizioni alla liberatrasferibilità deglistrumentifinanziari

Non sono previste restrizioni alla libera trasferibilità degli Strumenti Finanziari.

C.8 Descrizione deidiritti connessi aglistrumenti finan-ziari compreso il"ranking" e lerestrizioni a talidiritti

Diritto applicabile agli Strumenti Finanziari

Gli Strumenti Finanziari, per forma e contenuto, e tutti i diritti ed obblighi dell'Emittente e deiTitolari, sono regolati dalla legge della Repubblica Federale Tedesca.

Diritti collegati agli Strumenti Finanziari

Gli Strumenti Finanziari hanno una scadenza fissa.

Gli Strumenti Finanziari non pagano interessi.

Ciascun Titolare può richiedere il pagamento dell’Importo di Liquidazione (come definito sub C. 15)(il "Diritto di Liquidazione") alla Data di Liquidazione (come definita sub. 16). L’esercizio del Dirittodi Liquidazione deve essere dichiarato dal Titolare degli Strumenti Finanziari almeno 20 [giornilavorativi prima della Data di Liquidazione designata.

L’Emittente può riscattare gli Strumenti Finanziari, integralmente e non solo in parte (il "Diritto diRiscatto Ordinario") alla Data di Riscatto (come definita sub C. 16) attraverso il pagamentodell’Importo di Riscatto. L’Emittente deve dare notizia di tale riscatto almeno 90 giorni dicalendario prima della rispettiva Data di Riscatto

Se questi diritti non sono stati esercitati, i Titolari degli Strumenti finanziari hanno il diritto alpagamento dell'Importo di Liquidazione (come definito sub C. 15) alla Data di Liquidazione (comedefinita sub C.16).

Limitazione dei diritti

L'Emittente potrà riscattare anticipatamente gli Strumenti Finanziari ovvero modificare lecondizioni degli Strumenti Finanziari stessi.

Status degli Strumenti Finanziari

Gli obblighi derivanti dagli Strumenti Finanziari costituiscono obbligazioni dirette, incondizionate enon subordinate dell'Emittente e sono parimenti ordinate con le altre obbligazioni incondizionate enon subordinate presenti e future dell’Emittente.

C.11 Ammissione allanegoziazione

Sarà presentata istanza per l'ammissione a quotazione degli Strumenti Finanziari con efficacia dal17 Gennaio 2014 presso i seguenti mercati regolamentati o non regolamentati: SeDeX organizzatoe gestito da Borsa Italiana S.p.A.

UniCredit Bank AG (ovvero il "Market Maker") si impegna a fornire la liquidità attraverso offerte diacquisto e vendita nel rispetto delle regole di market making di Borsa Italiana, in cui si attende chegli Strumenti Finanziari siano quotati. I doveri del Market Maker sono definiti dalle regole dei

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mercati organizzati e gestiti da Borsa Italiana e dalle relative istruzioni a tali regole.

C.15 Effetto del sotto-stante sul valoredei titoli

Gli Strumenti Finanziari seguono in modo lineare l’andamento del Sottostante (come definito subC. 20) e consentono al Titolare dello Strumento Finanziario di partecipare alle performance positivee negative degli Strumenti Finanziari nel corso della loro durata.

Gli Strumenti Finanziari hanno una durata predeterminata. In ogni caso, possono essere rimborsatiin anticipo se il Titolare dello Strumento Finanziario esercita il relativo Diritto di Rimborso ol’Emittente esercita il Diritto di Riscatto Ordinario. Se tali diritti vengono esercitati, i Titolari degliStrumenti Finanziari hanno il diritto ad ottenere il pagamento dell’Importo di Liquidazionerispettivamente, a seconda del caso, alla Data di Liquidazione o alla Data di Riscatto. Se tali dirittinon vengono esercitati, i Titolari degli Strumenti Finanziari hanno il diritto al pagamentodell’Importo di Liquidazione alla Data di Liquidazione.

L’Emittente può esercitare il suo Diritto di Riscatto Ordinario senza considerare l’effetto che questoproduce sulla posizione economica dei Titolare degli Strumenti Finanziari. A seguito dell’eserciziodi tale diritto, la restante durata degli Strumenti Finanziari sarà limitata, pertanto i Titolari degliStrumenti Finanziari potrebbero subire una parziale o totale perdita del capitale da essi investito.

L'"Importo di Liquidazione" corrisponde al Prezzo di Riferimento Rilevante (come definito sub C.19) moltiplicato per il Multiplo.

Il Prezzo di Riferimento Rilevante (come definito sub C. 19) sarà ridotto da una Commissione diGestione e/o una Commissione Gap Risk come specificato nella tabella seguente.

L’Importo di Liquidazione in ogni caso non può essere inferiore a zero.

ISIN Multiplo Commissione di Gestione(in % p.a.)

Commissione Gap Risk (in% p.a.)

DE000HV8A5F5 0.002 0.40% 4,5%DE000HV8A5G3 0.03 0.40% 4,5%

Sulla base delle commissioni indicate nella tabella di cui sopra in percentuale per anno, l’importorelativo, che sarà dedotto dal Prezzo di Riferimento Rilevante, sarà calcolato pro rata per ognigiorno di calendario e cumulato. Con riferimento ai giorni nei quali il prezzo del Sottostante non èstato calcolato, ai fini del calcolo deve essere utilizzato l’ultimo Prezzo di Riferimento pubblicato.

C.16 La data discadenza deglistrumenti derivati– la data diesercizio o la datadi riferimentofinale

"Data di Valutazione" significa il quinto giorno lavorativo prima di ciascuna Data di Rimborso eciascuna Data di Riscatto e Data di Liquidazione.

"Data di Rimborso" significa l’ultimo giorno lavorativo del mese di gennaio, febbraio, marzo, aprile,maggio, giugno, luglio, agosto, settembre, ottobre, novembre, dicembre di ciascun anno, iniziandoda 28 Febbraio 2014 fino alla Data di Liquidazione (esclusa).

"Data di Riscatto" significa l’ultimo giorno lavorativo del mese di gennaio, febbraio, marzo, aprile,maggio, giugno, luglio, agosto, settembre, ottobre, novembre, dicembre di ciascun anno, iniziandoda 31 Luglio 2014 fino alla Data di Liquidazione (esclusa).

lSIN Data di Liquidazione

DE000HV8A5F5 23.11.2018

DE000HV8A5G3 23.11.2018

C.17 Modalità di rego-lamento deglistrumenti derivati

Ogni pagamento dovrà essere fatto a UniCredit Bank AG (l'"Agente Principale di Pagamento").L'Agente Principale di Pagamento dovrà corrispondere gli importi maturati presso il Sistema diCompensazione da accreditarsi sui rispettivi conti delle banche depositarie per trasferimento suiconti dei Titolari. Il pagamento al Sistema di Compensazione manleva l'Emittente dai propriobblighi derivanti dai Titoli in relazione all'importo di tale pagamento.

"Sistema di Compensazione" significa Monte Titoli

C.18 Descrizione dellemodalità secondole quali sigenerano i proventidegli strumentiderivati

A seconda del caso, pagamento dell’Importo di Liquidazione alla Data di Liquidazione in relazionealla quale un Titolare di Strumenti Finanziari esercita il suo Diritto di Rimborso o alla Data diRiscatto nella quale l’Emittente esercita il suo Diritto di Riscatto Ordinario o alla Data diLiquidazione.

C.19 Prezzo di esercizioo prezzo di riferi-

"Prezzo di Riferimento Rilevante" significa il Prezzo di Riferimento alla relativa Data di

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mento definitivodel sottostante

Valutazione.

ISIN Prezzo di Riferimento

DE000HV8A5F5 Prezzo di Chiusura

DE000HV8A5G3 Prezzo di Chiusura

C.20 Descrizione deltipo di sottostantee di dove siano re-peribili le infor-mazioni relative alsottostante

"Sottostante" significa un indice come meglio descritto dai seguenti parametri:

ISIN SottostanteValuta del

SottostanteSponsor Agente di Calcolo

dell’IndiceSito Internet

DE000HV8A5F5

ITALIA LEVA 7 LONG(in breve ITALIA X 7)

EUR NYSEEuronext

NYSEEuronext

https://indices.nyx.com/

www.investimetni.unicredit.it

DE000HV8A5G3

ITALIA LEVA 7SHORT

(in breveITALIA X -7)

EUR NYSEEuronext

NYSEEuronext

https://indices.nyx.com/

www.investimenti.unicredit.it

Per ulteriori informazioni circa l'andamento passato e futuro del Sottostante e la sua volatilità,riferirsi al Sito Internet come specificato alla tabella di cui sopra (o ad ogni sito internetsuccessore).

D. RISCHI

D.2 Informazioni fon-damentali sui prin-cipali rischi chesono specifici e in-dividuali per l'E-mittente

Rischio Emittente

Il rischio Emittente è collegato alla possibilità che l'Emittente in relazione alla propria attività eprofittabilità non sia in grado di pagare l'importo di liquidazione a causa di un deterioramento dielementi patrimoniali.

Rischio di Credito

(i) Rischio connesso ad un rallentamento economico e volatilità dei mercati finanziari; (ii)valutazioni peggiorative di elementi patrimoniali risultanti da condizioni di mercato sfavorevolipossono influire negativamente sui profitti futuri del Gruppo HVB; (iii) le condizioni economichedei mercati geografici nei quali opera il Gruppo HVB hanno avuto e continuano ad avere unimpatto negativo sui risultati delle condizioni operative, commerciali e finanziarie del GruppoHBV; (iv) attività bancarie non tradizionali espongono il Gruppo HVB ad ulteriori rischi di credito;(v) il reddito del Gruppo HVB può essere soggetto a volatilità in relazione ad attività dinegoziazione nonché interessi e tassi di cambio fluttuanti; (vi) modifiche al quadroregolamentare in Germania ed in Europa potrebbero influire negativamente sull'attività delGruppo HBV; (vii) perdite derivanti da crediti potrebbero superare i livelli previsti; (viii) i rischicollegati a implementazioni di mercato; (ix) rischi sistemici potrebbero influire negativamentesull'attività del Gruppo HBV.

Rischio di Mercato

Difficili situazioni di mercato possono contribuire alla volatilità del reddito del Gruppo HVB

Rischio di Liquidità

(i) Rischi di liquidità potrebbero influire negativamente sulla possibilità del Gruppo HBV diadempiere ai propri obblighi finanziari a scadenza; (ii) le condizioni dei risultati operativi,commerciali e finanziari del Gruppo HVB sono stati e continuano ad essere influenzatinegativamente da condizioni macroeconomiche e di mercato; (iii) la crisi del debito sovrano hainfluenzato negativamente e potrebbe continuare ad influenzare negativamente le condizioni deirisultati operativi, commerciali e finanziari del Gruppo HBV (iv) il Gruppo HVB ha una notevoleesposizione verso i paesi più deboli dell'Eurozona;(v) turbative sui mercati finanziari possono

34

potenzialmente influire sulla situazione di liquidità del Gruppo HVB.

Rischio Operativo

(i) le strategie e le tecniche di gestione del rischio possono esporre il Gruppo HVB a rischi nonidentificati o inattesi; (ii) rischi informatici; (iii) rischi in relazione ad attività di esternalizzazione(outsourcing); (iv) rischi derivanti da attività di negoziazione fraudolenta; (v) rischi collegati acontenziosi; (vi) il Gruppo HVB è coinvolto in contenziosi fiscali.

Rischio Strategico

(i) Rischio generale economico e rischi derivanti da modifiche esterne di mercato; (ii) rischiderivanti da orientamenti strategici del modello aziendale del Gruppo HVB; (iii) rischi derivantidal consolidamento del mercato bancario; (iv) rischi di competizione; (v) incertezze relative asviluppi macroeconomici e rischi relativi a disposizioni regolamentari stringenti; (vi)l'introduzione di Basilea III può influire materialmente sulle risorse di capitale e sui requisiti delGruppo HVB; (vii) implicazioni fiscali – nuove imposte al fine di far contribuire le banche ai costidella crisi finanziaria; (viii) rischi relativi ai rating del Gruppo HVB; (ix) il quadro regolamentarepotrebbe cambiare per il Gruppo HVB; l'inosservanza di requisiti regolamentari può portare aprovvedimenti coercitivi.

Ulteriori Rischi

(i) rischio commerciale; (ii) rischi derivanti dal portafoglio immobiliare del Gruppo HVB; (iii) rischiderivanti da partecipazioni azionarie o finanziarie del Gruppo HVB.

D.6 Informazioni fon-damentali sui prin-cipali rischi chesono specifici pergli strumentifinanziari

Potenziali Conflitti di Interesse

Il conflitto di interessi è collegato al fatto che certe funzioni dell'Emittente, collocatori o agentiod eventi rispetto ai quali i Titoli sottostanti possano influire negativamente sugli interessi deiTitolari.

Rischi Relativi al Mercato

(i) Rischio che non esista alcun mercato attivo di negoziazione dei Titoli; (ii) rischi relativi alvolume d'offerta; (iii) rischio relativo al valore di mercato dei Titoli; (iv) rischio relativoall'aumento dello spread tra prezzi lettera e prezzi danaro (v) rischio relativo alla valuta rispettoai Titoli; (vi) rischio relativo d operazione di copertura.

Rischi Collegati ai Titoli in Generale

(i) Rischio di credito dell'Emittente; (ii) possibili limitazioni alla legalità dell'acquisto; (iii) rischiderivanti da turbativa del mercato finanziario, legge tedesca sulla ristrutturazione e altriinterventi governativi o regolamentari; (iv) rischio dovuto alla mancanza di una propria opinionee parere indipendenti dell'investitore; (v) rischi derivanti dal finanziamento dell'acquisto deiTitoli; (vi) rischi derivanti da costi di transazione; (vii) rischio d'inflazione; (viii) rischi derivanti daoperazioni per ridurre i rischi; (ix) rischi collegati alla tassazione.

Rischi Relativi a Titoli Collegati a Sottostanti

(i) Rischi derivanti dall'influenza del Sottostante sul valore di mercato dei Titoli; (ii) rischiderivanti dal fatto che la valutazione del Sottostante avvenga solo ad una specifica data etempo;; (iii) rischi derivanti dall’impatto di Eventi Barriera; (iv) rischi legati al Multiplo; (v) rischidi restrizione dei proventi derivanti dall’Importo di Liquidazione Massimo; (vi) rischi nonostante ilpagamento minimo condizionale; (vii) rischi relativi alla struttura reverse (viii) rischi collegati aldifferimento della valutazione o rettifiche del Sottostante; ; (ix) rischio valuta rispetto alSottostante; (x) rischi relativi alle rettifiche; (xi) rischi di turbative di mercato; (xii) rischi per gliinvestitori legati alla regolamentazione dei Titoli collegati ad un Sottostante; (xiii) rischi derivantidall’effetto negativo di strumenti di protezione da parte dell’Emittente del Titolo; (xiv) rischiderivanti dal diritto di riscatto straordinario da parte dell’Emittente; (xv) rischi derivanti dalDiritto di Riscatto Ordinario da parte dell’Emittente; (xvi) rischi derivanti dal diritto di rimborsoda parte del Titolare degli Strumenti Finanziari; (xvii) rischi derivanti dalla liquidazione conconsegna fisica.

Rischi relativi a Sottostanti

- Rischi Generali

(i) Rischi derivanti dalla volatilità del Sottostante e rischio dovuto alla sua breve durata; (ii)nessun diritto di proprietà in relazione al Sottostante; (iii) rischi associati a Sottostanti digiurisdizioni di mercati emergenti.

- Rischi Collegati ad Indici come Sottostante

(i) Rischi simili al diritto investimento nelle componenti dell'indice; (ii) nessuna influenzadell'Emittente sull'indice; (iii) rischi derivanti da particolari conflitti di interesse in relazione ad

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indici come Sottostante; (iv) rischi in relazione alla strategia degli indici come Sottostante; (v)rischi in relazione al prezzo degli indici come Sottostante; (vi) rischi in relazione ad indici netreturn come Sottostante; (vii) rischi in relazione ad indici short come Sottostante; (viii) rischi inrelazione ad indici leverage come Sottostante; (ix) rischi in relazione ad indici distributing comeSottostante; (x) rischi in relazione ad indici excess return come Sottostante; (xi) rischi inrelazione ad indici settoriali o locali; (xii) rischio di valuta contenuto nell'indice; (xiii) Influssonegativo di spese sul livello dell'indice; (xiv) rischi relativi alla pubblicazione della composizionedell'indice che non è costantemente aggiornata; (xv) rischi legati alla index calculation fee; (xvi)rischi legati alla management fee; (xvii) rischi legati alla short selling fee; (xviii) rischi legati allagap risk fee.

I Titoli non hanno protezione di capitale. Gli investitori possono perdere in toto il proprioinvestimento o parte di tale investimento.

E. OFFERTA

E.2b Ragioni dell'offertae impiego dei pro-venti, se diversidalla ricerca delprofitto e/o dallacopertura di deter-minati rischi

I proventi netti derivanti da ciascuna emissione di Titoli saranno usati dall'Emittente per leproprie attività commerciali generali.

E.3 Descrizione deitermini e dellecondizionidell'offerta

Giorno della prima offerta al pubblico 17 Gennaio 2014

Un'offerta al pubblico sarà fatta in Italia.

Il lotto minimo trasferibile è 1 certificato.

Il lotto minimo negoziabile è 1 certificato .

L'offerta al pubblico potrà essere terminata dall'Emittente in ogni tempo senza fornire alcunmotivo.

Richiesta di ammissione a quotazione sarà fatta in data 13 Gennaio 2014 sui seguenti mercati:SeDex. organizzato e gestito da Borsa Italiana S.p.A.

E.4 Descrizione di e-ventuali interessiche sono signi-ficativi per l'emis-sione/l'offertacompresi interessiconfliggenti

Ciascun collocatore e/o affiliata può essere cliente di o mutuatario dell'Emittente o di sueaffiliate. Peraltro, tali collocatori e proprie affiliate possono aver concluso e nel futuroconcludere operazioni nel settore dell'investment banking e/o del settore commerciale epotranno prestare servizi per l'Emittente e per le sue affiliate nel corso dell'usuale eserciziodell'attività.

In relazione alla negoziazione dei Certificates, l’Emittente ha un conflitto di interesse svolgendoanche il ruolo di Market Maker sul mercato SeDex organizzato e gestito da Borsa Italiana S.p.A.

L’Emittente o qualunque altra delle sue affiliate può agire come agente di calcolo o comeagente di pagamento.

E.7 Spese stimate ad-debitate all'inve-stitore dall'Emit-tente o dall'offe-rente.

Non applicabile. Nessuna spesa sarà addebitata all'investitore dall'Emittente o da un offerente.

36

FORM OF WAIVER NOTICE

The form of Waiver Notice is applicable for Securities which shall be admitted to trading on an Italianregulated or unregulated market:

FORM OF WAIVER OF EXERCISE

________________________________

(Name of Securities and ISIN)

To: UniCredit Bank AG

Facsimile: + 39 02 49535357

Failure properly to complete this waiver of exercise or to submit a substantially similar form of waiverof exercise shall result in the waiver of exercise being treated as null and void.

PLEASE USE BLOCK CAPITALS

1. Details of Holder(s) of the Securities

Name:

Address:

Facsimile:

Telephone:

_________________________________________________________________________________

2. Details of Tranche of Securities

The Tranche of Securities to which this waiver of exercise relates:

_________________________________________________________________________________

3. Waiver of Automatic Exercise

I/We, being the holder of the Securities referred to below forming part of the above Tranche ofSecurities, hereby waive the automatic exercise of such Securities in accordance with the Conditionsthereof.

_________________________________________________________________________________

4. Number of Securities

The number of Securities is as follows:

_________________________________________________________________________________

5. Dated

___________________________________________________________________________

6. Signed

_________________________________________________________________________________

69

CONDITIONS OF THE SECURITIES

General Information

The following Part A – General Conditions of the Securities (the "General Conditions") must be readtogether with Part B – Product and Underlying Data (the "Product and Underlying Data") as well asPart C – Special Conditions of the Securities (the "Special Conditions") (together, the "Conditions").A completed version of the Conditions will constitute the Terms and Conditions of the respectiveTranche of Securities and will be attached to the relevant Global Note.

For each Tranche of Securities a separate document will be published, the so-called final terms(the "Final Terms"). The Final Terms will contain:

(a) information on the relevant options contained in the General Conditions,

(b) a consolidated version of the Product and Underlying Data,

(c) a consolidated version of the Special Conditions,

reflecting the Terms and Conditions of the Securities.

A consolidated version of the General Conditions may be delivered together with to the relevantFinal Terms for convenience purposes only. Such consolidated General Conditions will not bepart of the relevant Final Terms, neither as an annex nor as an integral part of the Final Termsand such consolidated General Conditions will not be filed with or sent to any competentauthority.

70

Structure of the Conditions

Part A – General Conditions of the Securities

§ 1 Form, Clearing System, Global Note, Custody

§ 2 Principal Paying Agent, Paying Agent, Calculation Agent

§ 3 Taxes

§ 4 Status

§ 5 Substitution of the Issuer

§ 6 Notices

§ 7 Security Holder's Extraordinary Termination Right

§ 8 Issuance of additional Securities, Repurchase

§ 9 Presentation Period

§ 10 Partial Invalidity, Corrections

§ 11 Applicable Law, Place of Performance, Place of Jurisdiction

[In the case of Securities which shall be admitted to trading on an Italian regulated orunregulated market, the following applies:

§ 12 Waiver Right]

Part B – Product and Underlying Data

[Product Type 1: In the case of Discount Classic Securities, the following applies:

§ 1 Product Data

§ 2 Underlying Data]

[Product Type 2: In the case of Bonus Classic Securities, the following applies:

§ 1 Product Data

§ 2 Underlying Data]

[Product Type 3: In the case of Bonus Cap Securities, the following applies:

§ 1 Product Data

§ 2 Underlying Data]

[Product Type 4: In the case of Reverse Bonus Cap Securities, the following applies:

§ 1 Product Data

§ 2 Underlying Data]

[Product Type 5: In the case of Closed End Securities, the following applies:

§ 1 Product Data

§ 2 Underlying Data]

71

Part C – Special Conditions of the Securities

Product Type 1: Discount Classic Securities

[Option 1: In the case of Discount Classic Securities linked to a share or a depository receipt,the following applies:

§ 1 Definitions

§ 2 Interest

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments[, Deliveries]

§ 7 Market Disruptions

§ 8 Adjustments, Replacement Specification

[In the case of Compo Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 2: In the case of Discount Classic Securities linked to an index, the following applies:

§ 1 Definitions

§ 2 Interest

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and NewIndex Calculation Agent, Replacement Specification

[In the case of Compo Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 3: In the case of Discount Classic Securities linked to a commodity, the followingapplies:

§ 1 Definitions

§ 2 Interest

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Relevant Trading Conditions, Adjustments, Replacement Reference Market]

72

[In the case of Compo Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

Product Type 2: Bonus Classic Securities

[Option 4: In the case of Bonus Classic Securities linked to a share or a depository receipt,the following applies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments[, Deliveries]

§ 7 Market Disruptions

§ 8 Adjustments, Replacement Specification

[In the case of Quanto Bonus Classic Securities with physical delivery and in the case ofCompo Compo Bonus Classic Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 5: In the case of Bonus Classic Securities linked to an index, the following applies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and NewIndex Calculation Agent, Replacement Specification

[In the case of Compo Bonus Classic Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 6: In the case of Bonus Classic Securities linked to a commodity, the followingapplies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

73

§ 7 Market Disruptions

§ 8 Relevant Trading Conditions, Adjustments, Replacement Reference Market

[In the case of Compo Bonus Classic Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

Product Type 3: Bonus Cap Securities

[Option 7: In the case of Bonus Cap Securities linked to a share or a depository receipt, thefollowing applies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments[, Deliveries]

§ 7 Market Disruptions

§ 8 Adjustments, Replacement Specification

[In the case of Quanto Bonus Cap Securities with physical delivery and in the case of CompoBonus Cap Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 8: In the case of Bonus Cap Securities linked to an index, the following applies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and NewIndex Calculation Agent, Replacement Specification]

[In the case of Compo Bonus Cap Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 9: In the case of Bonus Cap Securities linked to a commodity, the following applies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

74

§ 6 Payments

§ 7 Market Disruptions

§ 8 Relevant Trading Conditions, Adjustments, Replacement Reference Market

[In the case of Compo Bonus Cap Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

Product Type 4: Reverse Bonus Cap Securities

[Option 10: In the case of Reverse Bonus Cap Securities linked to a share or a depositoryreceipt, the following applies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Adjustments, Replacement Specification

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 11: In the case of Reverse Bonus Cap Securities linked to an index, the followingapplies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and NewIndex Calculation Agent, Replacement Specification

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

[Option 12: In the case of Reverse Bonus Cap Securities linked to a commodity, the followingapplies:

§ 1 Definitions

§ 2 Interest, Additional Amount

§ 3 Redemption

75

§ 4 Redemption Amount

§ 5 Issuer's Extraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Relevant Trading Conditions, Adjustments, Replacement Reference Market

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

Product Type 5: Closed End Securities

[Option 13: In the case of Closed End Securities linked to an index as Underlying, thefollowing applies:

§ 1 Definitions

§ 2 Interest

§ 3 Redemption[, Dividend Payment]

§ 4 Redemption Amount[, Dividend Amount]

§ 5 Redemption Right of the Security Holders, Issuer's Regular Call Right, Issuer'sExtraordinary Call Right

§ 6 Payments

§ 7 Market Disruptions

§ 8 Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and NewIndex Calculation Agent, Replacement Specification

[In the case of Compo Closed End Securities, the following applies:

§ 9 New Fixing Sponsor, Replacement Exchange Rate]]

76

Part A – General Conditions of the Securities

PART A - GENERAL CONDITIONS OF THE SECURITIES

(the "General Conditions")

§ 1

Form, Clearing System, Global Note, Custody

[In the case of Securities without Nominal Amount the following applies:

(1) Form: This tranche (the "Tranche") of securities (the "Securities") of UniCredit Bank AG(the "Issuer") will be issued as non-par value [notes] [certificates] in bearer form pursuant tothese Terms and Conditions in the Specified Currency.]

[In the case of Securities with Nominal Amount the following applies:

(1) Form: This tranche (the "Tranche") of securities (the "Securities") of UniCredit Bank AG(the "Issuer") will be issued as [notes] [certificates] in bearer form pursuant to these Termsand Conditions with a nominal amount in the Specified Currency.]

[In the case of Securities with a Permanent Global Note from the Issue Date, the following applies:

(2) Permanent Global Note: The Securities are represented by a permanent global note (the"Global Note") without interest coupons, which bears the manual or facsimile signatures oftwo authorised signatories of the Issuer [In the case of an Issuing Agent, the following applies:as well as the manual signature of a control officer of the Issuing Agent]. The SecurityHolders are not entitled to receive definitive Securities. The Securities as co-ownershipinterests in the Global Note may be transferred pursuant to the relevant regulations of theClearing System. [In the case of interest-bearing Securities, the following applies: The right toreceive interest is represented by the Global Note.]]

[In the case of Securities with a Temporary Global Note which will be exchangeable for a PermanentGlobal Note, the following applies:1

(2) Temporary Global Note, Exchange: The Securities are initially represented by a temporaryglobal note (the "Temporary Global Note") without interest coupons. The Temporary GlobalNote will be exchangeable for a permanent global note without interest coupons (the"Permanent Global Note", and, together with the Temporary Global Note, the "GlobalNotes") on or after the 40th day after the Issue Date (the "Exchange Date") only upondelivery of certifications, to the effect that the beneficial owner or owners of the Securitiesrepresented by the Temporary Global Note is not a U.S. person or are not U.S. persons (other

1The text found in § 1(2) is known as the "TEFRA D legend". This footnote provides a very brief synopsis of the TEFRA rulesunder the tax code of the United States of America ("U.S."). Generally, debt instruments in bearer form which have a maturityof longer than 365 days may be subject to U.S. tax penalties if the issuance of such instruments does not comply with either theTEFRA C or TEFRA D rules. TEFRA C is highly restrictive and may be used only if, among other things, the instruments willnot be offered or issued to persons in the U.S. and its possessions, as defined under the U.S. Internal Revenue Code, and theissuer does not "significantly engage in interstate commerce with respect to the issuance." In this case a TEFRA legend is notrequired. The TEFRA D rules, which are more mechanical than the TEFRA C rules, impose, during a "restricted period",certain restrictions on (i) the offer and sale of the instruments to "U.S. persons" or to persons within the U.S. and itspossessions and (ii) the delivery of the instruments in the U.S. The TEFRA D rules also generally require that the owner of aninstrument certify as to non-U.S. beneficial ownership and that the instrument contain a "TEFRA D legend" with specificlanguage on its face. Compliance with TEFRA D provides for a safe harbour if instruments are inadvertently issued to U.S.persons. To the extent that Securities have debt characteristics, such as "principal protection", TEFRA C and TEFRA D rulesmay apply. IF THERE IS ANY DOUBT WHETHER A SECURITY MAY BE CONSIDERED DEBT, U.S. LEGAL AND TAXCOUNSEL MUST BE CONSULTED.

77

than certain financial institutions or certain persons holding Securities through such financialinstitutions) (the "Non-U.S. Beneficial Ownership Certificates"). The Global Notes bear themanual or facsimile signatures of two authorised representatives of the Issuer [In the case ofan Issuing Agent, the following applies: as well as the manual signature of a control officer ofthe Issuing Agent]. [If CBL and Euroclear Bank are specified as Clearing System, thefollowing applies: The details of such exchange shall be entered into the records of theICSDs.] The Security Holders are not entitled to receive definitive Securities. The Securitiesas co-ownership interests in the Global Notes may be transferred pursuant to the relevantregulations of the Clearing System. [In the case of interest-bearing Securities, the followingapplies: The right to receive interest is represented by the Permanent Global Note.]

"U.S. persons" means such persons as defined in Regulation S of the United States SecuritiesAct of 1933 and particularly includes residents of the United States as well as American stockcorporations and private companies.]

[In the case of Securities where CBF is specified in the Final Terms, the following applies:

(3) Custody: The Global Note will be kept in custody by CBF.]

[In the case of Securities where CBL and Euroclear Bank is specified in the Final Terms, thefollowing applies:

(3) Custody: The Global Notes will be issued in classical global note form and will be kept incustody by a common depository on behalf of both ICSDs.]

[In the case of Securities where Euroclear France is specified in the Final Terms, the followingapplies:

(3) Custody: The Global Note will be kept in custody by or on behalf of the Clearing System.]

[In the case of Securities where "other" is specified in the Final Terms, the following applies:

(3) Custody: The Global Note will be kept in custody by or on behalf of the Clearing System.]

§ 2

Principal Paying Agent, Paying Agent, Calculation Agent

(1) Paying Agents: The "Principal Paying Agent" is [UniCredit Bank AG, Arabellastraße 12,81925 Munich] [Citibank, N.A., London Branch, Citigroup Centre, Canada Square, CanaryWharf, London E14 5LB, United Kingdom] [Insert name and address of other paying agent].[In the case of Securities with Euroclear France as Clearing System, the following applies:The French Paying Agent for Euroclear France is CACEIS Bank S.A., 1-3 rue placeValhubert, 75206 Paris Cedex 13, France (the "French Paying Agent").] The Issuer mayappoint additional paying agents (the "Paying Agents") and revoke such appointment. Theappointment and revocation shall be published pursuant to § 6 of the General Conditions.

(2) Calculation Agent: The "Calculation Agent" is UniCredit Bank AG, Arabellastraße 12,81925 Munich.

(3) Transfer of functions: Should any event occur which results in the Principal Paying Agent[,French Paying Agent] or Calculation Agent being unable to continue in its function asPrincipal Paying Agent[, French Paying Agent] or Calculation Agent, the Issuer is obliged toappoint another bank of international standing as Principal Paying Agent[, French PayingAgent] or another person or institution with the relevant expertise as Calculation Agent. Anysuch transfer of the functions of the Principal Paying Agent[, French Paying Agent] or

78

Calculation Agent shall be notified by the Issuer without undue delay pursuant to § 6 of theGeneral Conditions.

(4) Agents of the Issuer: In connection with the Securities, the Principal Paying Agent[, FrenchPaying Agent], the Paying Agents and the Calculation Agent act solely as agents of the Issuerand do not assume any obligations towards or relationship of agency or trust for or with any ofthe Security Holders. The Principal Paying Agent[, French Paying Agent] and the PayingAgents shall be exempt from the restrictions of § 181 German Civil Code (BürgerlichesGesetzbuch, "BGB").

(5) Determinations binding: Determinations made by the Principal Paying Agent[, French PayingAgent], the Paying Agents or the Calculation Agent, will, in the absence of manifest error, beconclusive and binding on the Issuer and the Security Holders.

§ 3

Taxes

No gross up: Payments in respect of the Securities shall only be made after deduction andwithholding of current or future taxes, levies or governmental charges, regardless of theirnature, which are imposed, levied or collected (the "Taxes") under any applicable system oflaw or in any country which claims fiscal jurisdiction by or for the account of any politicalsubdivision thereof or government agency therein authorised to levy Taxes, to the extent thatsuch deduction or withholding is required by law. The Issuer shall report on the deducted orwithheld Taxes to the competent government agencies.

§ 4

Status

The obligations under the Securities constitute direct, unconditional and unsecured obligationsof the Issuer and rank, unless provided otherwise by law, at least pari passu with all otherunsecured unsubordinated present and future obligations of the Issuer.

§ 5

Substitution of the Issuer

(1) The Issuer may without the consent of the Security Holders, if no payment of principal orinterest on any of the Securities is in default, at any time substitute the Issuer for any Affiliateof the Issuer as principal debtor in respect of all obligations of the Issuer under the Securities(the "New Issuer"), provided that

(a) the New Issuer assumes all obligations of the Issuer in respect of the Securities,

(b) the Issuer and the New Issuer have obtained all necessary authorizations and maytransfer to the Principal Paying Agent in the currency required hereunder andwithout being obligated to deduct or withhold taxes or other duties of whatevernature levied by the country, in which the New Issuer or the Issuer has its domicileor tax residence, all amounts required for the fulfilment of the payment obligationsarising under the Securities,

79

(c) the New Issuer has agreed to indemnify and hold harmless each Security Holderagainst any tax, duty or other governmental charge imposed on such Security Holderin respect of such substitution and

(d) the Issuer guarantees proper payment of the amounts due under these Terms andConditions.

For purposes of this § 5 (1) "Affiliate" means an affiliated company (verbundenesUnternehmen) within the meaning of § 15 of the German Stock Corporation Act(Aktiengesetz).

(2) Notice: Any such substitution shall be notified in accordance with § 6 of the GeneralConditions.

(3) References: In the event of any such substitution, any reference in these Terms and Conditionsto the Issuer shall from then on be deemed to refer to the New Issuer. Furthermore, anyreference to the country, in which the Issuer is domiciled or resident for taxation purposesshall from then on be deemed to refer to the country of domicile or residence for taxationpurposes of the New Issuer.

§ 6

Notices

To the extent these Terms and Conditions provide for a notice pursuant to this § 6, these willbe published on the Website for Notices (or another website communicated by the Issuer withat least six weeks advance notice in accordance with these provisions) and become effectivevis-à-vis the Security Holders through such publication unless the notice provides for a latereffective date. If and to the extent that binding provisions of effective law or stock exchangeprovisions provide for other forms of publication, such publications must be made in additionand as provided for.

Other publications with regard to the Securities are published on the Website of the Issuer (orany successor website).

§ 7

Security Holder's Extraordinary Termination Right

(1) Each Security Holder shall be entitled to declare its Security due and demand immediateredemption thereof at the Termination Amount, in the event that

(a) any amount due under the Securities is not paid within 30 days from the relevantdue date, or

(b) the Issuer fails to duly perform any other obligation arising under the Securitiesand such failure continues for more than 60 days after the Issuer has receivednotice thereof from a Security Holder, or

(c) the Issuer generally ceases to make payments, or

(d) an application is made to open insolvency proceedings or a comparable proceedingwith regard to the assets of the Issuer or the Issuer offers an out-of-court settlementto avert insolvency proceedings or other similar proceedings, or

80

(e) the Issuer goes into liquidation, unless in connection with a merger, or other formof reorganization, such other or such reorganized company assumes all obligationsof the Issuer in respect of the Securities.

The right to declare the Securities due shall terminate if the relevant event of default hasbeen cured before the right is exercised.

(2) Any notice declaring the Securities due pursuant to paragraph (1) shall be made by means ofwritten notice by the Security Holder to be delivered to the Principal Paying Agent by handor registered mail together with sufficiently conclusive proof that such Security Holder at thetime of such notice is a holder of the relevant Securities. The Principal Paying Agent shallforward the notice without undue delay to the Issuer without further examination.

(3) The "Termination Amount" per Security shall be the reasonable market value of theSecurities as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB)within ten Banking Days after receipt of the notice.

§ 8

Issuance of additional Securities, Repurchase

(1) Issuance of additional Securities: The Issuer reserves the right from time to time without theconsent of the Security Holders to issue additional Securities with identical terms andconditions (except for the issue date and the issue price), so that the same shall beconsolidated and form a single series (the "Series") with this Tranche. The term "Securities"shall, in the event of such increase, also comprise all additionally issued Securities.

(2) Repurchase: The Issuer shall be entitled at any time to purchase Securities in the market orotherwise and at any price. Securities repurchased by the Issuer may, at the Issuer's discretion,be held, resold or forwarded to the Principal Paying Agent for cancellation.

§ 9

Presentation Period

The presentation period provided in § 801 paragraph 1 sentence 1 BGB is reduced to ten yearsfor the Securities.

§ 10

Partial Invalidity, Corrections

(1) Invalidity: Should any provision of these Terms and Conditions be or become invalid orunenforceable in whole or in part, the remaining provisions are not affected thereby. Any gaparising as a result of invalidity or unenforceability of these Terms and Conditions is to befilled with a provision that corresponds to the meaning and intent of these Terms andConditions and is in the interest of the parties.

(2) Typing and calculation errors: Obvious typing and calculation errors or similar obvious errorsin these Terms and Conditions entitle the Issuer to rescission vis-à-vis the Security Holders.The rescission must be declared without undue delay upon obtaining knowledge of such causefor rescission in accordance with § 6 of the General Conditions. Following such rescission bythe Issuer, the Security Holder can instruct his depository bank to submit a duly completedredemption declaration to the Principal Paying Agent on a form available there and by giving

81

all information and declarations required by the form (the "Redemption Declaration") anddemand the refunding of the Acquisition Price against transfer of the Securities to the accountof the Principal Paying Agent with the Clearing System. The Issuer will until at the latest 30calendar days after receipt of the Redemption Declaration or the Securities by the PrincipalPaying Agent (whatever is the later date) make the Acquisition Price available to the PrincipalPaying Agent, which will transfer it to the account listed in the Redemption Declaration. Withthe payment of the Acquisition Price all rights deriving from the submitted Securities cease toexist.

(3) Offer to continue: The Issuer may combine the declaration of rescission pursuant toparagraph (2) above with an offer to continue the Securities under amended terms andconditions. The Security Holders will be informed of such an offer as well as the amendedprovisions together with the declaration of rescission in accordance with § 6 of the GeneralConditions. Such an offer is deemed to be accepted by the Security Holder (with the effectthat the consequences of the rescission do not become effective) if the Security Holder doesnot within four weeks after the offer becoming effective pursuant to § 6 of the GeneralConditions demand the repayment of the Acquisition Price by submitting a duly completedRedemption Declaration via his depository bank to the Principal Paying Agent and the transferof the Securities to the account of Principal Paying Agent with the Clearing System inaccordance with paragraph (2) above. The Issuer will refer to this effect in the notice.

(4) Acquisition Price: As used in paragraphs (2) and (3) above, the "Acquisition Price" is theactual acquisition price paid by each Security Holder (as stated and confirmed in theRedemption Declaration) or the weighted arithmetic mean of the trading prices of theSecurities, as determined by the Issuer in its reasonable discretion (§ 315 BGB), on theBanking Day preceding the declaration of rescission pursuant to paragraph (2) above,respectively, depending on which of these amounts is the higher one. If a market disruptionpursuant to § 1 of the Special Conditions exists on the Banking Day preceding the declarationof rescission pursuant to paragraph (2) above, the last Banking Day preceding the rescissionpursuant to paragraph (2) above on which no market disruption existed shall be decisive forthe determination of the Acquisition Price in accordance with the preceding sentence.

(5) Incomplete or inconsistent provisions: The Issuer is entitled to correct or amend incomplete orinconsistent provisions in these Terms and Conditions in its reasonable discretion (§ 315BGB). Only corrections and amendments that are reasonable for the Security Holders takinginto account the interests of the Issuer and that in particular do not materially impair the legaland economic situation of the Security Holders will be permitted. The Security Holders willbe informed of such corrections and supplementations pursuant to § 6 of the GeneralConditions.

(6) Adherence to corrected Terms and Conditions: If the Security Holder was aware of typing orcalculation errors or similar errors in these Terms and Conditions when purchasing theSecurities, the Issuer is entitled to adhere to the Terms and Conditions amended accordinglyirrespective of paragraphs (2) to (5) above.

§ 11

Applicable Law, Place of Performance, Place of Jurisdiction

(1) Applicable law: The Securities, as to form and content, and all rights and obligations of theIssuer and the Security Holder shall be governed by the laws of the Federal Republic ofGermany.

82

(2) Place of performance: Place of performance is Munich.

(3) Place of jurisdiction: To the extent permitted by law, all legal disputes arising from or inconnection with the matters governed by these Terms and Conditions shall be brought beforethe court in Munich.

[In the case of Securities which shall be admitted to trading on an Italian regulated or unregulatedmarket, the following applies:

§ 12

Waiver Right

Waiver Right: Each Security Holder has the right to waive to the automatic exercise of theexercise right of the Securities held by it (subject as set out below). In this case, a dulycompleted waiver notice (a "Waiver Notice") must be delivered by facsimile to the Issuerprior to 10.00 a.m., Munich local time, on the Exercise Date at the facsimile number set out inthe section of the Base Prospectus titled Conditions of the Securities under "Form of WaiverNotice". The Security Holder must deliver the completed Waiver Notice to its depository bankwhich will be in charge of sending it by facsimile to the Issuer.In the event that a Security Holder does not perform its obligations and so deliver, whereapplicable, a duly completed Waiver Notice in accordance with the provisions hereof, suchSecurities shall be exercised automatically and shall be repaid in the manner set out in theTerms and Conditions of these Securities, and the Issuer's obligations in respect of suchSecurities shall be discharged and no further liability in respect thereof shall attach to theIssuer.The number of Securities specified in the Waiver Notice must be a multiple of the minimumexercise amount, otherwise such number of Securities so specified shall be rounded down tothe preceding multiple of the minimum exercise amount and the Waiver Notice shall not bevalid in respect of the Securities exceeding such rounded number of Securities.The Issuer will, in its reasonable discretion (§ 315 BGB), determine whether the aboveconditions are satisfied and its determination will be final, conclusive and binding on theIssuer and on the Security Holder.The Waiver Notice is irrevocable.Neither the Principal Paying Agent nor the Issuer shall apply any charge for the renouncementto the exercise of the Securities. Any other taxes, duties and/or expenses, including anyapplicable depository charges, transaction or exercise charges, stamp duty, stamp duty reservetax, issue, registration, securities transfer and/or other taxes or duties which may arise inconnection with the renouncement of any Securities are payable by the Security Holders.]

83

Part B – Product and Underlying Data

PART B – PRODUCT AND UNDERLYING DATA

(the "Product and Underlying Data")

Product Type 1: Discount Classic Securities

[In the case of Discount Classic Securities, the following applies:

§ 1

Product Data

[In the case of Discount Classic Securities where the Specified Currency is not the Euro, the following applies:

Banking Day Financial Centre: [Insert Banking Day Financial Centre]]

First Trade Date: [Insert First Trade Date]

[In the case of Quanto Discount Classic Securities linked to a share or a depositary receipt with physical delivery and in the case of Compo Discount ClassicSecurities, the following applies:

Fixing Sponsor: [Insert Fixing Sponsor]

FX Screen Page: [Insert FX Screen Page]]

Issue Date: [Insert Issue Date]

[In the case of an Issuing Agent, the following applies:

Issuing Agent: [Insert name and address of the Issuing Agent]]

[In the case of Discount Classic Securities with worst-in observation, the following applies:

Last Day of the Worst-in Period: [Insert Last Day of the Worst-in Period]]

Specified Currency: [Insert Specified Currency]

Website for Notices: [Insert Website for Notices]

Website of the Issuer: [Insert Website of the Issuer]

84

Table 1.1:

ISIN WKN [MnémonicCode]

[TradingCode]

Reuters Series Number TrancheNumber

Issue Volumeof Series [in

units]

Issue Volumeof Tranche [in

units]

Issue Price

[Insert ISIN] [Insert WKN]

[Notapplicable]*

[InsertMnémonic

Code]

[Not applica-ble]*

[Insert TradingCode]

[Not applica-ble]*

[Insert RIC] [Insert SeriesNumber]

[Insert TrancheNumber]

[Insert IssueVolume of

Series]

[Insert IssueVolume ofTranche]

[Insert IssuePrice]**

Table 1.2:

ISIN Underlying ReferencePrice

Ratio R (initial) Cap*** Cap Level MaximumAmount

MaturityDate

[Expiry Date(Data di

Scadenza)]

[Insert ISIN] [Insert nameof

Underlying]

[InsertReference

Price]

[Insert Ratio]

[Notapplicable]*

[InsertR (initial)]

[Notapplicable]*

[Insert Cap]

[Notapplicable]*

[Insert CapLevel]

[Notapplicable]*

[InsertMaximumAmount]

[InsertMaturity

Date]

[Insert ExpiryDate]

[Notapplicable]*

Table 1.3:

ISIN Initial Observation Date[s] Final Observation Date[s] First Day of the Best-out Period

[Insert ISIN] [Insert Initial Observation Date(s)]

[Not applicable]*

[Insert Final Observation Date(s)] [Insert First Day of the Best-out Period]

[Not applicable]*

* Instead of selecting "Not applicable" the respective column may be deleted from the table.** If the Issue Price was not specified at the time of the creation of the Final Terms, the method for the price specification and the procedure for its publication shall be defined in

Part A – General Information of the Final Terms and the column shall be deleted.*** The specification "Cap" is only applicable for the Underlying "share or depository receipt".

85

§ 2

Underlying Data

[In the case of Securities linked to a share or a depository receipt, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg RelevantExchange

Website

[Insert name ofUnderlying]

[Insert UnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applicable]*

[Insert RIC]

[Not applicable]*

[Insert Bloombergticker]

[Not applicable]*

[Insert RelevantExchange]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]

[In the case of Securities with an index as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg Index Sponsor IndexCalculation

Agent

Website

[Insert nameof Underlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Notapplicable]*

[Insert ISIN]

[Notapplicable]*

[Insert RIC]

[Notapplicable]*

[InsertBloomberg

ticker]

[Notapplicable]*

[Insert IndexSponsor]

[Insert IndexCalculation

Agent]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Index Website as specified in the Table 2.1 (or any successor page).]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

86

[In the case of Securities with a commodity as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg ReferenceMarket

Website

[Insert name ofUnderlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applica-ble]*

[Insert RIC]

[Not applica-ble]*

[Insert Bloombergticker]

[Not applica-ble]*

[Insert ReferenceMarket]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

87

Product Type 2: Bonus Classic Securities

[In the case of Bonus Classic Securities, the following applies:

§ 1

Product Data

[In the case of Bonus Classic Securities where the Specified Currency is not the Euro, the following applies:

Banking Day Financial Centre: [Insert Banking Day Financial Centre]]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

First Day of the Barrier Observation Period [Insert First Day of the Barrier Observation Period]]

First Trade Date: [Insert First Trade Date]

[In the case of Quanto Bonus Classic Securities linked to a share or a depositary receipt with physical delivery and in the case of Compo Bonus Classic Securities,the following applies:

Fixing Sponsor: [Insert Fixing Sponsor]

FX Screen Page: [Insert FX Screen Page]]

Issue Date: [Insert Issue Date]

[In the case of an Issuing Agent, the following applies:

Issuing Agent: [Insert name and address of the Issuing Agent]]

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

Last Day of the Worst-in Period: [Insert Last Day of the Worst-in Period]]

[In the case of Bonus Classic Securities with Nominal Amount, the following applies:

Nominal Amount: [Insert Nominal Amount]]

Specified Currency: [Insert Specified Currency]

Website for Notices: [Insert Website for Notices]

Website of the Issuer: [Insert Website of the Issuer]

88

Table 1.1:

ISIN WKN Reuters [MnémonicCode]

[TradingCode]

Series Number TrancheNumber

Issue Volumeof Series [in

units]

Issue Volumeof Tranche [in

units]

Issue Price

[Insert ISIN] [Insert WKN]

[Not

applicable]*

[Insert RIC] [InsertMnémonic

Code]

[Not applica-ble]*

[Insert TradingCode]

[Not applica-ble]*

[Insert Series

Number]

[Insert TrancheNumber]

[Insert IssueVolume of

Series]

[Insert IssueVolume ofTranche]

[Insert IssuePrice]**

Table 1.2:

ISIN Underlying ReferencePrice

Ratio R (initial) BarrierLevel

Barrier BonusLevel

BonusAmount

MaturityDate

[ExpiryDate (Data

diScadenza)]

[InsertISIN]

[Insert nameof

Underlying]

[InsertReference

Price]

[InsertRatio]

[Notapplicable] *

[InsertR (initial)]

[Notapplicable]*

[InsertBarrierLevel]

[Notapplica-ble]*

[InsertBarrier]

[Notapplica-ble]*

[InsertBonusLevel]

[Notapplica-ble]*

[InsertBonus

Amount]

[Notapplica-ble]*

[InsertMaturity

Date]

[InsertExpiryDate]

[Notapplicable]*

* Instead of selecting "Not applicable" the respective column may be deleted from the table.** If the Issue Price was not specified at the time of the creation of the Final Terms, the method for the price specification and the procedure for its publication shall be defined in

Part A – General Information of the Final Terms and the column shall be deleted.

89

Table 1.3:

ISIN Initial ObservationDate[s]

Last Day of the BarrierObservation Period

Barrier ObservationDate[s]

Final ObservationDate[s]

First Day of the Best-outPeriod

[Insert ISIN] [Insert Initial ObservationDate(s)]

[Not applicable]*

[Insert Last Day of theBarrier Observation

Period]

[Not applicable]*

[Insert BarrierObservation Date(s)]

[Not applicable]*

[Insert Final ObservationDate(s)]

[Insert First Day of theBest-out Period]

[Not applicable]*

[In the case of Bonus Classic Securities with Additional Amount, the following applies:

Table 1.4:

l Additional Amount Payment Date (l) Additional Amount (l) [Record Date]

[Insert consecutive number] [Insert Additional Amount Payment Date(l)]

[Insert Additional Amount (l)] [Insert Record Date]

[Not applicable]*

]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

90

§ 2

Underlying Data

[In the case of Securities linked to a share or a depository receipt, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg RelevantExchange

Website

[Insert name ofUnderlying]

[Insert UnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applicable]*

[Insert RIC]

[Not applicable]*

[Insert Bloombergticker]

[Not applicable]*

[Insert RelevantExchange]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]

[In the case of Securities with an index as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg Index Sponsor IndexCalculation

Agent

Index Website

[Insert nameof Underlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Not applica-ble] *

[Insert ISIN]

[Not applica-ble]*

[Insert RIC]

[Not applica-ble]*

[InsertBloomberg

ticker]

[Not applica-ble]*

[Insert IndexSponsor]

[Insert IndexCalculation

Agent]

[Insert IndexWebsite]

For further information regarding the respective Underlying, please refer to the Index Website as specified in the Table 2.1 (or any successor page).]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

91

[In the case of Securities with a commodity as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg ReferenceMarket

Website

[Insert name ofUnderlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applicable]*

[Insert RIC]

[Not applicable]*

[Insert Bloombergticker]

[Not applicable]*

[Insert ReferenceMarket]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

92

Product Type 3: Bonus Cap Securities

[In the case of Bonus Cap Securities, the following applies:

§ 1

Product Data

[In the case of Bonus Cap Securities where the Specified Currency is not the Euro, the following applies:

Banking Day Financial Centre: [Insert Banking Day Financial Centre]]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

First Day of the Barrier Observation Period [Insert First Day of the Barrier Observation Period]]

First Trade Date: [Insert First Trade Date]

[In the case of Quanto Bonus Cap Securities linked to a share or a depositary receipt with physical delivery and in the case of Compo Bonus Cap Securities, thefollowing applies:

Fixing Sponsor: [Insert Fixing Sponsor]

FX Screen Page: [Insert FX Screen Page]]

Issue Date: [Insert Issue Date]

[In the case of an Issuing Agent, the following applies:

Issuing Agent: [Insert name and address of the Issuing Agent]]

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

Last Day of the Worst-in Period: [Insert Last Day of the Worst-in Period]]

[In the case of Bonus Cap Securities with Nominal Amount, the following applies:

Nominal Amount: [Insert Nominal Amount]]

Specified Currency: [Insert Specified Currency]

Website for Notices: [Insert Website for Notices]

Website of the Issuer: [Insert Website of the Issuer]

93

Table 1.1:

ISIN WKN Reuters [MnémonicCode]

[TradingCode]

Series Number TrancheNumber

Issue Volumeof Series [in

units]

Issue Volumeof Tranche [in

units]

Issue Price

[Insert ISIN] [Insert WKN][Not

applicable]*

[Insert RIC] [InsertMnémonic

Code]

[Not applica-ble]*

[Insert TradingCode]

[Not applica-ble]*

[Insert Series

Number]

[Insert TrancheNumber]

[Insert IssueVolume of

Series]

[Insert IssueVolume ofTranche]

[Insert IssuePrice]*

Table 1.2:

ISIN Under-lying

Refe-rencePrice

Ratio R(initial)

BarrierLevel

Barrier BonusLevel

BonusAmount

Cap*** CapLevel

Maxi-mum

Amount

Matur-ity Date

[ExpiryDate

(Data diSca-

denza)]

[InsertISIN]

[Insertname ofUnder-lying]

[InsertRefe-rencePrice]

[InsertRatio]

[Notapplica-

ble]*

[InsertR (initial

)]

[Notapplicabl

e]*

[InsertBarrierLevel]

[Notapplica-

ble]*

[InsertBarrier]

[Notapplica-

ble]*

[InsertBonusLevel]

[Notapplica-

ble]*

[InsertBonus

Amount]

[Notapplica-

ble]*

[InsertCap]

[Notapplica-

ble]*

[InsertCap

Level]

[Notapplica-

ble]*

[InsertMaxi-mum

Amount]

[Notapplica-

ble]*

[InsertMaturity

Date]

[InsertExpiryDate]

[Notapplicabl

e]*

* Instead of selecting "Not applicable" the respective column may be deleted from the table.** If the Issue Price was not specified at the time of the creation of the Final Terms, the method for the price specification and the procedure for its publication shall be defined in

Part A – General Information of the Final Terms and the column shall be deleted.*** The specification "Cap" is only applicable for the Underlying "share or depository receipt".

94

Table 1.3:

ISIN Initial ObservationDate[s]

Last Day of the BarrierObservation Period

Barrier ObservationDate[s]

Final ObservationDate[s]

First Day of the Best-outPeriod

[Insert ISIN] [Insert Initial ObservationDate(s)]

[Not applicable]*

[Insert Last Day of theBarrier Observation

Period]

[Not applicable]*

[Insert BarrierObservation Date(s)]

[Not applicable]*

[Insert Final ObservationDate(s)]

[Insert First Day of theBest-out Period]

[Not applicable]*

[In the case of Bonus Cap Securities with Additional Amount, the following applies:

Table 1.4:

l Additional Amount Payment Date (l) Additional Amount (l) [Record Date]

[Insert consecutive number] [Insert Additional Amount Payment Date(l)]

[Insert Additional Amount (l)] [Insert Record Date]

[Not applicable]*

]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

95

§ 2

Underlying Data

[In the case of Securities linked to a share or a depository receipt, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg RelevantExchange

Website

[Insert name ofUnderlying]

[Insert UnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applicable]*

[Insert RIC]

[Not applicable]*

[Insert Bloombergticker]

[Not applicable]*

[Insert RelevantExchange]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]

[In the case of Securities with an index as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg Index Sponsor IndexCalculation

Agent

Index Website

[Insert nameof Underlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Notapplicable]*

[Insert ISIN]

[Notapplicable]*

[Insert RIC]

[Notapplicable]*

[InsertBloomberg

ticker]

[Notapplicable]*

[Insert IndexSponsor]

[Insert IndexCalculation

Agent]

[Insert IndexWebsite]

For further information regarding the respective Underlying, please refer to the Index Website as specified in the Table 2.1 (or any successor page).]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

96

[In the case of Securities with a commodity as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg ReferenceMarket

Website

[Insert name ofUnderlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applicable]*

[Insert RIC]

[Not applicable]*

[Insert Bloombergticker]

[Not applicable]*

[Insert ReferenceMarket]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]]

________________________________* Instead of selecting "Not applicable" the respective column may be deleted from the table.

97

Product Type 4: Reverse Bonus Cap Securities

[In the case of Reverse Bonus Cap Securities, the following applies:

§ 1

Product Data

[In the case of Reverse Bonus Cap Securities where the Specified Currency is not the Euro, the following applies:

Banking Day Financial Centre: [Insert Banking Day Financial Centre]]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the following applies:

First Day of the Barrier Observation Period [Insert First Day of the Barrier Observation Period]]

First Trade Date: [Insert First Trade Date]

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

Fixing Sponsor: [Insert Fixing Sponsor]

FX Screen Page: [Insert FX Screen Page]]

Issue Date: [Insert Issue Date]

[In the case of an Issuing Agent, the following applies:

Issuing Agent: [Insert name and address of the Issuing Agent]]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

Last Day of the Best-in Period: [Insert Last Day of the Best-in Period]]

[In the case of Reverse Bonus Cap Securities with Nominal Amount, the following applies:

Nominal Amount: [Insert Nominal Amount]]

Specified Currency: [Insert Specified Currency]

Website for Notices: [Insert Website for Notices]

Website of the Issuer: [Insert Website of the Issuer]

98

Table 1.1:

ISIN WKN Reuters [MnémonicCode]

[TradingCode]

SeriesNumber

TrancheNumber

Issue Volumeof Series [in

units]

Issue Volumeof Tranche[in units]

Issue Price

[Insert ISIN] [Insert WKN]

[Not

applicable]*

[Insert RIC] [InsertMnémonic

Code]

[Not applica-ble]*

[InsertTrading Code]

[Not applica-ble]*

[Insert SeriesNumber]

[InsertTrancheNumber]

[Insert IssueVolume ofSeries [in

units]]

[Insert IssueVolume of

Tranche [inunits]]

[Insert IssuePrice]**

Table 1.2:

ISIN Under-lying

Refe-rencePrice

Ratio R(initial)

BarrierLevel

Barrier ReverseLevel

ReverseAmount

BonusLevel

BonusAmount

CapLevel

Maxi-mum

Amount

Matur-ity Date

[ExpiryDate

(Data diSca-

denza)]

[InsertISIN]

[Insertname ofUnder-lying]

[InsertReference Price]

[InsertRatio]

[Notapplicabl

e]*

[Insert R(initial)]

[Notapplicabl

e]*

[InsertBarrierLevel]

[Notapplicabl

e]*

[InsertBarrier]

[Notapplicabl

e]*

[InsertReverseLevel]

[Notapplica-

ble]*

[InsertReverseAmount]

[Notapplica-

ble]*

[InsertBonusLevel]

[Notapplica-

ble]*

[InsertBonus

Amount]

[Notapplica-

ble]*

[InsertCap

Level]

[Notapplica-

ble]*

[InsertMaxi-mum

Amount]

[Notapplicabl

e]*

[InsertMaturity

Date]

[InsertExpiryDate]

[Notapplicabl

e]*

* Instead of selecting "Not applicable" the respective column may be deleted from the table.** If the Issue Price was not specified at the time of the creation of the Final Terms, the method for the price specification and the procedure for its publication shall be defined in

Part A – General Information of the Final Terms and the column shall be deleted.

99

Table 1.3:

ISIN Initial ObservationDate[s]

Last Day of the BarrierObservation Period

Barrier ObservationDate[s]

Final ObservationDate[s]

First Day of the Worst-out Period

[Insert ISIN] [Insert Initial ObservationDate(s)]

[Not applicable]*

[Insert Last Day of theBarrier Observation

Period]

[Not applicable]*

[Insert BarrierObservation Date(s)]

[Not applicable]*

[Insert Final ObservationDate(s)]

[Insert First Day of theWorst-out Period]

[Not applicable]*

[In the case of Reverse Bonus Cap Securities with Additional Amount, the following applies:

Table 1.4:

l Additional Amount Payment Date (l) Additional Amount (l) [Record Date]

[Insert consecutive number] [Insert Additional Amount Payment Date(l)]

[Insert Additional Amount (l)] [Insert Record Date]

[Not applicable]*

]

____________________________* Instead of selecting "Not applicable" the respective column may be deleted from the table.

100

§ 2

Underlying Data

[In the case of Securities linked to a share or a depository receipt, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg RelevantExchange

Website

[Insert name ofUnderlying]

[Insert UnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applicable]*

[Insert RIC]

[Not applicable]*

[Insert Bloombergticker]

[Not applicable]*

[Insert RelevantExchange]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]

[In the case of Securities with an index as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg Index Sponsor IndexCalculation

Agent

Index Website

[Insert nameof Underlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Notapplicable]*

[Insert ISIN]

[Notapplicable]*

[Insert RIC]

[Notapplicable]*

[InsertBloomberg

ticker]

[Notapplicable]*

[Insert IndexSponsor]

[Insert IndexCalculation

Agent]

[Insert IndexWebsite]

For further information regarding the respective Underlying, please refer to the Index Website as specified in the Table 2.1 (or any successor page).]

___________________________* Instead of selecting "Not applicable" the respective column may be deleted from the table.

101

[In the case of Securities with a commodity as Underlying, the following applies:

Table 2.1:

Underlying UnderlyingCurrency

WKN ISIN Reuters Bloomberg ReferenceMarket

Website

[Insert name ofUnderlying]

[InsertUnderlyingCurrency]

[Insert WKN]

[Not applicable]*

[Insert ISIN]

[Not applicable]*

[Insert RIC]

[Not applicable]*

[Insert Bloombergticker]

[Not applicable]*

[Insert ReferenceMarket]

[Insert Website]

For further information regarding the respective Underlying, please refer to the Website as specified in the Table 2.1 (or any successor page).]]

_____________________________* Instead of selecting "Not applicable" the respective column may be deleted from the table.

102

Product Type 5: Closed End Securities

[In the case of Closed End Securities, the following applies:

§ 1

Product Data

[In the case of Closed End Securities where the Specified Currency is not the Euro, the following applies:

Banking Day Financial Centre: [Insert Banking Day Financial Centre]]

First Call Date: [Insert First Call Date]

First Redemption Date: [Insert First Redemption Date]

First Trade Date: [Insert First Trade Date]

[In the case of Compo Closed End Securities, the following applies:

Fixing Sponsor: [Insert Fixing Sponsor]

FX Screen Page: [Insert FX Screen Page]]

Issue Date: [Insert Issue Date]

[In the case of an Issuing Agent, the following applies:

Issuing Agent: [Insert name and address of the Issuing Agent]]

Specified Currency: [Insert Specified Currency]

Website for Notices: [Insert Website for Notices]

Website of the Issuer: [Insert Website of the Issuer].

103

Table 1.1:

ISIN WKN Reuters [MnémonicCode]

[TradingCode]

Series Number TrancheNumber

Issue Volumeof Series [in

units]

Issue Volumeof Tranche [in

units]

Issue Price

[Insert ISIN] [Insert WKN]

[Not

applicable]*

[Insert RIC] [InsertMnémonic

Code]

[Not applica-ble]*

[Insert TradingCode]

[Not applica-ble]*

[Insert SeriesNumber]

[Insert TrancheNumber]

[Insert IssueVolume of

Series]

[Insert IssueVolume ofTranche]

[Insert IssuePrice]**

Table 1.2:

ISIN Under-lying

ReferencePrice

Ratio Manage-ment Fee

in %

IndexCalcula-

tion Fee in%

ShortSelling

Fee in %

MaximumShort

SellingFee in %

QuantoFee in %

MaximumQuanto

Fee in %

Gap RiskFee in %

MaximumGap RiskFee in %

MaturityDate

[ExpiryDate

(Data diScadenza)

]

[InsertISIN]

[Insertname of

Underlying]

[InsertReference

Price]

[InsertRatio]

[InsertMan-

agementFee in %]

[Notapplicable

]*

[InsertIndex

Calculation Fee in

%]

[Notapplicable

]*

[InsertShort

Selling Feein %]

[Notapplicable

]*

[InsertMaximum

ShortSelling Fee

in %]

[Notapplicable

]*

[InsertQuanto

Fee in %]

[Notapplicable

]*

[InsertMaximum

QuantoFee in %]

[Notapplicable

]*

[InsertGap RiskFee in %]

[Notapplicable

]*

[InsertMaximumGap RiskFee in %]

[Notapplicable

]*

[InsertMaturity

Date]

[InsertExpiryDate]

[Notapplicable]

*

* Instead of selecting "Not applicable" the respective column may be deleted from the table.** If the Issue Price was not specified at the time of the creation of the Final Terms, the method for the price specification and the procedure for its publication shall be defined in

Part A – General Information of the Final Terms and the column shall be deleted.

104

§ 2

Underlying Data

[In the case of Securities linked to a leverage index as Underlying, the following applies:

Table 2.1:

Under-lying

Index Type Factor FactorType

Under-lying

Currency

WKN ISIN Reuters Bloomberg

IndexSponsor

IndexCalculatio

n Agent

IndexWebsite

[Insertname of

Underlying]

[Price Return]

[Net Return]

[Total Return]

[Excess Return]

[InsertFactor]

[Notapplicabl

e]*

[long]

[short][Not

applicable]*

[InsertUnderlyi

ngCurrency

]

[InsertWKN]

[Notapplicabl

e]*

[InsertISIN]

[Notapplicable]

*

[InsertRIC]

[Notapplicabl

e]*

[InsertBloomberg

ticker]

[Notapplicable]

*

[InsertIndex

Sponsor]

[InsertIndex

CalculationAgent]

[InsertIndex

Website]

For further information regarding the respective Underlying, please refer to the Index Website as specified in the Table 2.1 (or any successor page).]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

105

[In the case of Securities linked to all other kinds of indices as Underlying, the following applies:

Table 2.1:

Underlying Index Type UnderlyingCurrency

WKN ISIN Reuters Bloomberg Index Sponsor IndexCalculation

Agent

Index Website

[Insert name ofUnderlying]

[Price Return]

[Net Return]

[Total Return]

[Excess Return]

[DistributingIndex]

[InsertUnderlyingCurrency]

[Insert WKN]

[Notapplicable]*

[Insert ISIN]

[Notapplicable]*

[Insert RIC]

[Notapplicable]*

[InsertBloomberg

ticker]

[Notapplicable]*

[Insert IndexSponsor]

[Insert IndexCalculation

Agent]

[Insert IndexWebsite]

For further information regarding the respective Underlying, please refer to the Index Website, as specified in Table 2.1 (or any successor website).]]

* Instead of selecting "Not applicable" the respective column may be deleted from the table.

106

Part C - Special Conditions of the Securities

PART C – SPECIAL CONDITIONS OF THE SECURITIES

(the "Special Conditions")

Product Type 1: Discount Classic Securities

[Option 1: In the case of Discount Classic Securities linked to a share or a depository receipt, thefollowing applies:

§ 1

Definitions

"Adjustment Event" means each of the following events:

(a) each measure taken by the company that has issued the Underlying or by a third party,which would -due to a change in the legal and economic position, in particular achange in the company's fixed assets and capital- in the reasonable discretion (§ 315BGB) of the Calculation Agent, affect the Underlying not only immaterially (inparticular capital increase against cash contribution, issuance of Securities withoptions or conversion rights into shares, capital increase with company funds,distribution of special dividends, share splits, merger, liquidation, nationalisation);

(b) an early termination performed by the Determining Futures Exchange of the theretraded Derivatives of the Underlying;

(c) an adjustment performed by the Determining Futures Exchange of the there tradedDerivatives of the Underlying, or

(d) any event which is economically equivalent to one of the above-mentioned eventswith regard to its consequences on the Underlying.

[In the case of Discount Classic Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Discount Classic Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

107

"Calculation Date" means each day on which the Underlying is traded at the RelevantExchange.

[In the case of non-Quanto Discount Classic Securities and in the case of Quanto Discount ClassicSecurities with cash settlement, the following applies:

"Call Event" means Share Call Event.]

[In the case of Compo Discount Classic Securities and in the case of Quanto Discount ClassicSecurities with physical delivery, the following applies:

"Call Event" means Share Call Event or FX Call Event.]

[In the case of Discount Classic Securities with physical delivery where the Cap has already beenspecified, the following applies:

"Cap" means the Cap as specified in the column "Cap" in Table 1.2 in § 1 of the Product andUnderlying Data.]

[In the case of Discount Classic Securities with physical delivery where the Cap is still to be specified,the following applies:

"Cap" means Cap Level x R (initial).]

[In the case of Discount Classic Securities where the Maximum Amount is still to be specified, thefollowing applies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades with respect to the Underlying as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Discount Classic Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

108

[In the case of Discount Classic Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Discount Classic Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Discount Classic Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Discount Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Discount Classic Securities and in the case of Quanto Discount ClassicSecurities with physical delivery, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

109

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Discount Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

110

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) the failure of the Relevant Exchange to open for trading during its regular tradingsessions;

(b) the suspension or restriction of trading in the Underlying on the Relevant Exchange;

(c) in general the suspension or restriction of trading in a Derivative of the Underlying onthe Determining Futures Exchange;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Discount Classic Securities where the Maximum Amount has already been specified,the following applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Discount Classic Securities and Quanto Discount Classic Securities wherethe Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

111

[In the case of Compo Discount Classic Securities1 where the Maximum Amount is still to be specified,the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Discount Classic Securities2 where the Maximum Amount is still to be specified,the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

"Observation Date" means each of the following Observation Dates:

[In the case of Discount Classic Securities with final Reference Price observation, thefollowing applies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Discount Classic Securities with final average observation, the followingapplies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Discount Classic Securities with initial Reference Price observation, thefollowing applies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Discount Classic Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Discount Classic Securities with final Reference Price observation, the followingapplies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Discount Classic Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the Final

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

112

Observation Dates.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Discount Classic Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Discount Classic Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Discount Classic Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the Relevant Exchange as specified in the column "RelevantExchange" in Table 2.1 in § 2 of the Product and Underlying Data.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the Underlying at the Relevant Exchange and thequotation at a different stock exchange or considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another stock exchange as the relevant exchange (the"Substitute Exchange"). In the event of a substitution, any reference in the Terms andConditions of these Securities to the Relevant Exchange shall be deemed to refer to theSubstitute Exchange.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the Underlying, during which period settlement willcustomarily take place according to the rules of such Relevant Exchange.

"Share Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (1) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) the quotation of the Underlying at the Relevant Exchange is finally ceased and in thereasonable discretion (§ 315 BGB) of the Calculation Agent no Substitute RelevantExchange could be determined;

113

(c) the quotation of the Underlying at the Relevant Exchange no longer occurs in theUnderlying Currency;

[In the case of Discount Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs.]

[In the case of Discount Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(d) a Change in Law occurs.]

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

§ 2

Interest

The Securities do not bear interest.

§ 3

Redemption

[In the case of Discount Classic Securities with cash settlement, the following applies:

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.]

[In the case of non-Quanto Discount Classic Securities and in the case of Compo Discount ClassicSecurities with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if R (final) is equal to or greater than the Cap by payment of the Redemption Amount

114

on the Maturity Date pursuant to the provisions of § 6 of the Special Conditions, or

(ii) if R (final) is lower than the Cap by delivery of the Underlying in a quantity expressedby the Ratio per Security. If the Ratio leads to a non-deliverable fraction of theUnderlying, a cash amount expressed in the Specified Currency will be paid in theamount of the value of the non-deliverable fraction of the Underlying (the"Supplemental Cash Amount") which is calculated from the Reference Price on theFinal Observation Date multiplied by the non-deliverable fraction of the Underlying.]

[In the case of Quanto Discount Classic Securities3 with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if R (final) is equal to or greater than the Cap by payment of the Redemption Amounton the Maturity Date pursuant to the provisions of § 6 of the Special Conditions, or

(ii) if R (final) is lower than the Cap by delivery of the Underlying in a quantity expressedby the Ratio multiplied by FX (final) per Security. If the Ratio multiplied with FX(final) leads to a non-deliverable fraction of the Underlying, a cash amount expressedin the Specified Currency will be paid in the amount of the value of the non-deliverable fraction of the Underlying (the "Supplemental Cash Amount") which iscalculated from the Reference Price on the Final Observation Date multiplied with thenon-deliverable fraction of the Underlying and divided by FX (final).]

[In the case of Quanto Discount Classic Securities4 with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if R (final) is equal to or greater than the Cap by payment of the Redemption Amounton the Maturity Date pursuant to the provisions of § 6 of the Special Conditions, or

(ii) if R (final) is lower than the Cap by delivery of the Underlying in a quantity expressedby the Ratio divided by FX (final) per Security. If the Ratio divided by FX (final)leads to a non-deliverable fraction of the Underlying, a cash amount expressed in theSpecified Currency will be paid in the amount of the value of the non-deliverablefraction of the Underlying (the "Supplemental Cash Amount") which is calculatedfrom the Reference Price on the Final Observation Date multiplied by the non-deliverable fraction of the Underlying and multiplied by FX (final).]

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Discount Classic Securities and Quanto Discount Classic Securities withcash settlement, the following applies:

The Redemption Amount corresponds to R (final) x Ratio.

However, the Redemption Amount is not greater than the Maximum Amount.]

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

115

[In the case of Compo Discount Classic Securities5 with cash settlement, the following applies:

The Redemption Amount corresponds to R (final) x Ratio / FX (final).

However, the Redemption Amount is not greater than the Maximum Amount.]

[In the case of Compo Discount Classic Securities6 with cash settlement, the following applies:

The Redemption Amount corresponds to R (final) x Ratio x FX (final).

However, the Redemption Amount is not greater than the Maximum Amount.]

[In the case of Discount Classic Securities with physical delivery, the following applies:

The Redemption Amount corresponds to the Maximum Amount.]

[In the case of Quanto Discount Classic Securities, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments[, Deliveries]

[In the case of Discount Classic Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Discount Classic Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being rounded

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

116

upwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

[In the case of Discount Classic Securities with cash settlement, the following applies:

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).]

[In the case of Discount Classic Securities with physical delivery, the following applies:

(4) Interest of default: If the Issuer fails to make payments or the delivery of the Underlying underthe Securities when due, the amount due or respectively the market value of the Underlying, tobe delivered, on the Final Observation Date shall bear interest on the basis of the defaultinterest rate established by law. Such accrual of interest starts on the day following theMaturity Date of that payment or the delivery (including) and ends on the effective date of thepayment or the delivery (including).

(5) Delivery: The Delivery of the Underlying and the payment of a Supplemental Cash Amountshall be made within five Banking Days after the Maturity Date (the "Delivery Period") tothe Clearing System for credit to the accounts of the relevant depository banks of the SecurityHolders. All costs, incl. possible custody fees, exchange turnover taxes, stamp taxes,transaction fees, other taxes or levies (together the "Delivery Costs"), incurred as a result ofthe delivery of the Underlying, shall be borne by the respective Security Holder. Subject to theprovisions of these Terms and Conditions, the Underlying shall be delivered at the SecurityHolder's own risk. If the Maturity Date of a delivery or payment is not a Banking Day, suchdelivery or payment shall be made on the next following Banking Day. Such delay will notconstitute any entitlement to interest or other payments. The Issuer shall not be obliged toforward to the Security Holders any notifications or documents of the issuer of the Underlyingthat were provided to the Issuer prior to such delivery of the Underlying, even if suchnotifications or other documents refer to events that occurred after delivery of the Underlying.During the Delivery Period the Issuer shall not be obliged to exercise any rights under theUnderlying. The Issuer shall be entitled to claim in an Underlying that exist prior to or on theMaturity Date, provided that the day, on which the Underlying is traded for the first time onthe Relevant Exchange "ex" of such claim, falls on or prior to such Maturity Date.

(6) Transaction Disturbance: If, in the reasonable discretion (§ 315 BGB) of the CalculationAgent, an event outside of the Issuer's control, which results in the Issuer not being able todeliver the Underlying pursuant to the Terms and Conditions of these Securities (a"Transaction Disturbance") and this Transaction Disturbance has occurred prior to deliveryof the Underlying and continues to exist on the Maturity Date, then the first day of theDelivery Period shall be postponed to the next Banking Day, on which no TransactionDisturbance exists. The Security Holders shall be notified accordingly pursuant to § 6 of theGeneral Conditions. The Security Holders shall not be entitled to interest payment or other

117

amounts, if a delay in the delivery of the Underlying occurs in accordance with this paragraph.The Issuer shall not be liable in this respect. In the event of a Transaction Disturbance, theSecurities may, in the reasonable discretion (§ 315 BGB) of the Issuer and the CalculationAgent be redeemed at the Cash Value of the Redemption Price. The "Cash Value of theRedemption Price" is an amount determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) on the basis of the stock exchange or market price of the Underlyingon the Final Observation Date or, should such stock exchange or market prices not beavailable, the volume weighted average of the stock exchange or market prices in arepresentative period or, should such volume weighted average not be available, an amountdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB).]

§ 7

Market Disruptions

[In the case of non-Quanto Discount Classic Securities and in the case of Quanto Discount ClassicSecurities with cash settlement, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Discount Classic Securities and in the case of Quanto Discount ClassicSecurities with physical delivery, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

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(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Adjustments, Replacement Specification

(1) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(2) Replacement Specification: If a price of the Underlying published by the Relevant Exchangepursuant to the Terms and Conditions of these Securities will subsequently be corrected andthe correction (the "Corrected Value") will be published by the Relevant Exchange after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish the respective value by using the Corrected Value (the "Replacement Specification")pursuant to § 6 of the General Conditions.

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[In the case of Compo Discount Classic Securities and in the case of Quanto Discount ClassicSecurities with physical delivery, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

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[Option 2: In the case of Discount Classic Securities linked to an index, the following applies:

§ 1

Definitions

"Adjustment Event" means each of the following events:

(a) changes in the relevant Index Concept or the calculation of the Underlying, that in thereasonable discretion (§ 315 BGB) of the Calculation Agent result in a new relevantIndex Concept or calculation of the Underlying being no longer economicallyequivalent to the original relevant Index Concept or the original calculation of theUnderlying;

(b) the calculation or publication of the Underlying is finally discontinued, or replaced byanother index (the "Index Replacement Event");

(c) due to circumstances for which the Issuer is not responsible, the Issuer is no longerentitled to use the Underlying as basis for the calculations or, respectively,specifications described in the Terms and Conditions of these Securities; likewise theIssuer is not responsible for the termination of the license to use the Underlying due toan unacceptable increase in license fees (a "License Termination Event");

(d) any event which is economically equivalent to one of the above-mentioned events withregard to its consequences on the Underlying.

[In the case of Discount Classic Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Discount Classic Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by the IndexSponsor or the Index Calculation Agent, as the case may be.

[In the case of non-Quanto Discount Classic Securities and in the case of Quanto Discount ClassicSecurities, the following applies:

"Call Event" means Index Call Event.]

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[In the case of Compo Discount Classic Securities, the following applies:

"Call Event" means Index Call Event or FX Call Event.]

[In the case of Discount Classic Securities where the Maximum Amount is still to be specified, thefollowing applies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades in the securities that form the basis of the Underlying as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Discount Classic Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Discount Classic Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Discount Classic Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Discount Classic Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying or – if derivatives on the Underlying are not traded – itscomponents (the "Derivatives") are traded, and as determined by the Calculation Agent in its

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reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditionsin accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying orto its components at the Determining Futures Exchange or a considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another futures exchange as thedetermining futures exchange (the "Substitute Futures Exchange"). In the event of such asubstitution, any reference in the Terms and Conditions of these Securities to the DeterminingFutures Exchange, depending on the context, shall be deemed to refer to the SubstituteFutures Exchange.

[In the case of Discount Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Discount Classic Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

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[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Discount Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Index Calculation Agent" means the Index Calculation Agent as specified in the column"Index Calculation Agent" in Table 2.1 in § 2 of the Product and Underlying Data.

"Index Call Event" means each of the following events:

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(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Underlying is available;

(c) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitablesubstitute for the Index Sponsor and/or the Index Calculation Agent is available;

[In the case of Discount Classic Securities that are not expected to be listed on the ItalianStock Exchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs;]

[In the case of Discount Classic Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law occurs;]

(e) the Underlying is no longer calculated or published in the Underlying Currency.

"Index Sponsor" means the Index Sponsor as specified in the column "Index Sponsor" inTable 2.1 in § 2 of the Product and Underlying Data.

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) in general the suspension or restriction of trading on the exchanges or the markets onwhich the securities that form the basis of the Underlying are listed or traded, or on therespective futures exchanges or on the markets on which Derivatives of theUnderlying are listed or traded;

(b) in relation to individual securities which form the basis of the Underlying, thesuspension or restriction of trading on the exchanges or on the markets on which suchsecurities are traded or on the respective futures exchange or the markets on whichderivatives of such securities are traded;

(c) in relation to individual Derivatives of the Underlying, the suspension or restriction oftrading on the futures exchanges or the markets on which such derivatives are traded;

(d) the suspension of or failure or the non-publication of the calculation of the Underlyingas a result of a decision by the Index Sponsor or the Index Calculation Agent;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided that

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the restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Discount Classic Securities where the Maximum Amount has already been specified,the following applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Discount Classic Securities and Quanto Discount Classic Securities wherethe Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

[In the case of Compo Discount Classic Securities1 where the Maximum Amount is still to be specified,the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Discount Classic Securities2 where the Maximum Amount is still to be specified,the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

"Observation Date" means each of the following Observation Dates:

[In the case of Discount Classic Securities with final Reference Price observation, thefollowing applies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Discount Classic Securities with final average observation, the followingapplies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Discount Classic Securities with initial Reference Price observation, thefollowing applies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

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[In the case of Discount Classic Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Discount Classic Securities with final Reference Price observation, the followingapplies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Discount Classic Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Discount Classic Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Discount Classic Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Discount Classic Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the exchange, on which the components of the Underlying aretraded, as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) byway of notice pursuant to § 6 of the General Conditions in accordance with such components'liquidity.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the components of the Underlying at the RelevantExchange and the quotation at a different stock exchange or considerably restricted number or

127

liquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another stock exchange as the relevantexchange (the "Substitute Exchange"). In the event of a substitution, any reference in theTerms and Conditions of these Securities to the Relevant Exchange shall be deemed to refer tothe Substitute Exchange.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the securities that form the basis of the Underlying,during which period settlement will customarily take place according to the rules of suchRelevant Exchange.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data. The Underlying is specified by the Index Sponsor andis calculated by the Index Calculation Agent.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

§ 2

Interest

The Securities do not bear interest.

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the Specified

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Currency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Discount Classic Securities and Quanto Discount Classic Securities, thefollowing applies:

The Redemption Amount corresponds to R (final) x Ratio.

However, the Redemption Amount is not greater than the Maximum Amount.]

[In the case of Compo Discount Classic Securities3, the following applies:

The Redemption Amount corresponds to R (final) x Ratio / FX (final).

However, the Redemption Amount is not greater than the Maximum Amount.]

[In the case of Compo Discount Classic Securities4, the following applies:

The Redemption Amount corresponds to R (final) x Ratio x FX (final).

However, the Redemption Amount is not greater than the Maximum Amount.]

[In the case of Quanto Discount Classic Securities, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

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§ 6

Payments

[In the case of Discount Classic Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Discount Classic Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Discount Classic Securities and in the case of Quanto Discount ClassicSecurities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of the

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Underlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Discount Classic Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New IndexCalculation Agent, Replacement Specification

(1) Index Concept: The basis for the calculations or, respectively, specifications of theCalculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying with its provisions currently applicable, as developed and maintained by the IndexSponsor, as well as the respective method of calculation, determination, and publication of theprice of the Underlying (the "Index Concept") applied by the Index Sponsor. This shall alsoapply if during the term of the Securities changes are made or occur in respect of the IndexConcept, or if other measures are taken, which have an impact on the Index Concept, unless

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otherwise provided in the below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(3) Replacement Underlying: In cases of an Index Replacement Event or a License TerminationEvent, the adjustment pursuant to paragraph (2) is usually made by the Calculation Agent inits reasonable discretion (§ 315 BGB) determining, which index should be used in the futureas Underlying (the "Replacement Underlying"). If necessary, the Calculation Agent willmake further adjustments to the Terms and Conditions of these Securities (in particular to theUnderlying, the Ratio and/or all prices of the Underlying, which have been specified by theIssuer) and/or all prices of the Underlying determined by the Calculation Agent pursuant tothe Terms and Conditions of these Securities in such a way that the economic position of theSecurity Holders remains unchanged to the greatest extent possible. The ReplacementUnderlying and the adjustments made as well as the time of its first application will bepublished in accordance with § 6 of the General Conditions. From the first application of theReplacement Underlying on, any reference to the Underlying in the Terms and Conditions ofthese Securities shall be deemed to refer to the Replacement Underlying, unless the contextrequires otherwise.

(4) New Index Sponsor and New Index Calculation Agent: If the Underlying is no longerdetermined by the Index Sponsor but rather by another person, company or institution (the"New Index Sponsor"), then all calculations or, respectively, specifications described in theTerms and Conditions of these Securities shall occur on the basis of the Underlying asdetermined by the New Index Sponsor. In this case, any reference to the Index Sponsor shallbe deemed as referring to the New Index Sponsor, depending on the context. If the Underlyingis no longer calculated by the Index Calculation Agent but rather by another person, companyor institution (the "New Index Calculation Agent"), then all calculations or, respectively,specifications described in the Terms and Conditions of these Securities shall occur on thebasis of the Underlying as calculated by the New Index Calculation Agent. In this case, anyreference to the Index Calculation Agent shall be deemed as referring to the New IndexCalculation Agent, unless the context requires otherwise.

(5) Replacement Specification: If a price of the Underlying published by the Index Sponsor or theIndex Calculation Agent, as the case may be, pursuant to the Terms and Conditions of theseSecurities will subsequently be corrected and the correction (the "Corrected Value") will bepublished by the Index Sponsor or the Index Calculation Agent, as the case may be, after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish pursuant to § 6 of the General Conditions the relevant value by using the CorrectedValue (the "Replacement Specification").]

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[In the case of Compo Discount Classic Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

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[Option 3: In the case of Discount Classic Securities linked to a commodity, the following applies:

§ 1

Definitions

"Adjustment Event" means any changes in the Relevant Trading Conditions of the Underlyingthat lead to a situation where, in the reasonable discretion (§ 315 BGB) of the CalculationAgent, as a result of the change, the changed trading conditions are no longer economicallyequivalent to the Relevant Trading Conditions prior to the change.

[In the case of Discount Classic Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Discount Classic Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by theReference Market.

[In the case of non-Quanto Discount Classic Securities and in the case of Quanto Discount ClassicSecurities, the following applies:

"Call Event" means Commodity Call Event.]

[In the case of Compo Discount Classic Securities, the following applies:

"Call Event" means Commodity Call Event or FX Call Event.]

[In the case of Discount Classic Securities where the Maximum Amount is still to be specified, thefollowing applies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

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in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

[In the case of Discount Classic Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Discount Classic Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Discount Classic Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Discount Classic Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Commodity Call Event" means each of the following:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Reference Market is available or could be determined;

[In the case of Discount Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(c) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccur/s;]

[In the case of Discount Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(c) a Change in Law occurs;]

(d) the Underlying is no longer calculated or published in the Underlying Currency.

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to

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§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Discount Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Discount Classic Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

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(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Discount Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) the suspension or the restriction of trading or the price determination of theUnderlying on the Reference Market or

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(b) the suspension or restriction of trading in a Derivative of the Underlying on theDetermining Futures Exchange

to the extent that such Market Disruption Event is material in the reasonable discretion (§ 315BGB) of the Calculation Agent. Any restriction of the trading hours or the number of days onwhich trading takes place on the Reference Market or, as the case may be, the DeterminingFutures Exchange shall not constitute a Market Disruption Event provided that the restrictionoccurs due to a previously announced change in the rules of the Reference Market or, as thecase may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Discount Classic Securities where the Maximum Amount has already been specified,the following applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Discount Classic Securities and Quanto Discount Classic Securities wherethe Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

[In the case of Compo Discount Classic Securities1 where the Maximum Amount is still to be specified,the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Discount Classic Securities2 where the Maximum Amount is still to be specified,the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

"Observation Date" means each of the following Observation Dates:

[In the case of Discount Classic Securities with final Reference Price observation, thefollowing applies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Discount Classic Securities with final average observation, the followingapplies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

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[In the case of Discount Classic Securities with initial Reference Price observation, thefollowing applies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Discount Classic Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Discount Classic Securities with final Reference Price observation, the followingapplies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Discount Classic Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Discount Classic Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Discount Classic Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Discount Classic Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Discount Classic Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Market" means the Reference Market as specified in the column "ReferenceMarket" in Table 2.1 in § 2 of the Product and Underlying Data.

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"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data, published by theReference Market and expressed in the standard unit of the Underlying.

"Security Holder" means the holder of a Security.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Discount Classic Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

§ 2

Interest

The Securities do not bear interest.

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Discount Classic Securities and Quanto Discount Classic Securities, thefollowing applies:

The Redemption Amount corresponds to R (final) x Ratio.

However, the Redemption Amount is not greater than the Maximum Amount.]

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[In the case of Compo Discount Classic Securities3, the following applies:

The Redemption Amount corresponds to R (final) x Ratio / FX (final).

However, the Redemption Amount is not greater than the Maximum Amount.]

[In the case of Compo Discount Classic Securities4, the following applies:

The Redemption Amount corresponds to R (final) x Ratio x FX (final).

However, the Redemption Amount is not greater than the Maximum Amount.]

[In the case of Quanto Discount Classic Securities, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

[In the case of Discount Classic Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Discount Classic Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "Payment

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

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Date") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Discount Classic Securities and in the case of Quanto Discount ClassicSecurities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Discount Classic Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

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Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Relevant Trading Conditions, Adjustments, Replacement Reference Market

(1) Relevant Trading Conditions: The basis for the calculations or, respectively, specifications ofthe Calculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying taking in consideration

(a) the method of price determination,

(b) the trading conditions (in particular in terms of the quality, the quantity and thecurrency of trading) and

(c) other value determining factors,

applicable on the Reference Market in respect of the Underlying (together the "RelevantTrading Conditions"), unless otherwise provided in below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Terms

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and Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(3) Replacement Reference Market: In the event of

(a) a final discontinuation of the trading in the Underlying at the Reference Market,

(b) a material change of the market conditions at the Reference Market or

(c) a material limitation of the liquidity of the Underlying at the Reference Market,

with the trading in the same commodity being continued on another market withoutrestrictions, the Calculation Agent in its reasonable discretion (§ 315 BGB) shall determinethat such other market will be used in the future as Reference Market (the "ReplacementReference Market"). If necessary, the Calculation Agent will make further adjustments to theTerms and Conditions of these Securities (in particular to the Underlying, the Ratio and/or allprices of the Underlying, which have been specified by the Issuer) and/or all prices of theUnderlying determined by the Calculation Agent pursuant to the Terms and Conditions ofthese Securities in order to account for any difference in the method of price determinationand the trading conditions applicable to the Underlying on the Replacement Reference Market(in particular in terms of the quality, the quantity and the currency of trading) (together the"New Relevant Trading Conditions"), as compared to the original Relevant TradingConditions. The Replacement Reference Market and the performed adjustments and the timethat it is first applied will be published in accordance with § 6 of the General Conditions.Commencing with the first application of the Replacement Reference Market, any reference tothe Reference Market in the Terms and Conditions of these Securities shall be deemed to referto the Replacement Reference Market, unless the context requires otherwise.

[In the case of Compo Discount Classic Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

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Product Type 2: Bonus Classic Securities

[Option 4: In the case of Bonus Classic Securities linked to a share or a depository receipt, thefollowing applies:

§ 1

Definitions

[In the case of Bonus Classic Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means each of the following events:

(a) each measure taken by the company that has issued the Underlying or by a third party,which would -due to a change in the legal and economic position, in particular achange in the company's fixed assets and capital- in the reasonable discretion (§ 315BGB) of the Calculation Agent, affect the Underlying not only immaterially (inparticular capital increase against cash contribution, issuance of Securities withoptions or conversion rights into shares, capital increase with company funds,distribution of special dividends, share splits, merger, liquidation, nationalisation);

(b) an early termination performed by the Determining Futures Exchange of the theretraded Derivatives of the Underlying;

(c) an adjustment performed by the Determining Futures Exchange of the there tradedDerivatives of the Underlying, or

(d) any event which is economically equivalent to one of the above-mentioned eventswith regard to its consequences on the Underlying.

[In the case of Bonus Classic Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Bonus Classic Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities where the Barrier has already been specified, the followingapplies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

145

[In the case of Bonus Classic Securities where the Barrier is still to be specified, the followingapplies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Barrier Event" means that any price of the Underlying as published by the RelevantExchange with continuous observation during the Barrier Observation Period is equal to orlower than the Barrier.]

[In the case of Bonus Classic Securities with date-related Barrier observation, the following applies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is lowerthan the Barrier.]

[In the case of Bonus Classic Securities where the Barrier is still to be specified, the followingapplies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

[In the case of Bonus Classic Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withoutNominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Bonus Classic Securities1 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Classic Securities2 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withNominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

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[In the case of Compo Bonus Classic Securities3 with Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Classic Securities4 with Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

[In the case of Bonus Classic Securities where the Bonus Amount is still to be specified, the followingapplies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Underlying is traded at the RelevantExchange.

[In the case of non-Quanto Bonus Classic Securities and in the case of Quanto Bonus ClassicSecurities with cash settlement, the following applies:

"Call Event" means Share Call Event.]

[In the case of Quanto Bonus Classic Securities with physical delivery and in the case of CompoBonus Classic Securities, the following applies:

"Call Event" means Share Call Event or FX Call Event.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades with respect to the Underlying as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

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(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Bonus Classic Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Bonus Classic Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Bonus Classic Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Bonus Classic Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

148

[In the case of Quanto Bonus Classic Securities with physical delivery and in the case of CompoBonus Classic Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product and

149

Underlying Data.]

[In the case of Bonus Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) the failure of the Relevant Exchange to open for trading during its regular tradingsessions;

(b) the suspension or restriction of trading in the Underlying on the Relevant Exchange;

(c) in general the suspension or restriction of trading in a Derivative of the Underlying onthe Determining Futures Exchange;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion

150

(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Bonus Classic Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Bonus Classic Securities with date-related Barrier observation, the followingapplies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

[In the case of Bonus Classic Securities with final Reference Price observation, the followingapplies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Bonus Classic Securities with final average observation, the following applies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Bonus Classic Securities with initial Reference Price observation, the followingapplies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Bonus Classic Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

151

[In the case of Bonus Classic Securities with final Reference Price observation, the following applies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Bonus Classic Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Bonus Classic Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Classic Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Bonus Classic Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

[In the case of Bonus Classic Securities where the Ratio has already been specified, the followingapplies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Bonus Classic Securities where the Ratio is still to be specified, the following applies:

"Ratio" means the Ratio which is calculated by the Calculation Agent as follows:

Ratio = Nominal Amount / R (initial)

The Ratio shall be rounded up or down to six decimals, with 0.0000005 being roundedupwards.]

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the Relevant Exchange as specified in the column "RelevantExchange" in Table 2.1 in § 2 of the Product and Underlying Data.

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In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the Underlying at the Relevant Exchange and thequotation at a different stock exchange or considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another stock exchange as the relevant exchange (the"Substitute Exchange"). In the event of a substitution, any reference in the Terms andConditions of these Securities to the Relevant Exchange shall be deemed to refer to theSubstitute Exchange.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the Underlying, during which period settlement willcustomarily take place according to the rules of such Relevant Exchange.

"Share Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (1) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) the quotation of the Underlying at the Relevant Exchange is finally ceased and in thereasonable discretion (§ 315 BGB) of the Calculation Agent no Substitute RelevantExchange could be determined;

(c) the quotation of the Underlying at the Relevant Exchange no longer occurs in theUnderlying Currency;

[In the case of Bonus Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs.]

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(d) a Change in Law occurs.]

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

153

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

§ 2

Interest, Additional Amount

[In the case of Bonus Classic Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Bonus Classic Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

[In the case of Bonus Classic Securities with cash settlement, the following applies:

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.]

[In the case of non-Quanto Bonus Classic Securities and in the case of Compo Bonus ClassicSecurities with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if no Barrier Event has occurred by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions, or

(ii) if a Barrier Event has occurred by delivery of the Underlying in a quantity expressedby the Ratio per Security. If the Ratio leads to a non-deliverable fraction of theUnderlying, a cash amount expressed in the Specified Currency will be paid in theamount of the value of the non-deliverable fraction of the Underlying (the"Supplemental Cash Amount") which is calculated from the Reference Price on theFinal Observation Date multiplied by the non-deliverable fraction of the Underlying.]

[In the case of Quanto Bonus Classic Securities5 with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if no Barrier Event has occurred by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions, or

(ii) if a Barrier Event has occurred by delivery of the Underlying in a quantity expressedby the Ratio multiplied by FX (final) per Security. If the Ratio multiplied with FX(final) leads to a non-deliverable fraction of the Underlying, a cash amount expressed

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

154

in the Specified Currency will be paid in the amount of the value of the non-deliverable fraction of the Underlying (the "Supplemental Cash Amount") which iscalculated from the Reference Price on the Final Observation Date multiplied with thenon-deliverable fraction of the Underlying and divided by FX (final).]

[In the case of Quanto Bonus Classic Securities6 with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if no Barrier Event has occurred by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions, or

(ii) if a Barrier Event has occurred by delivery of the Underlying in a quantity expressedby the Ratio divided by FX (final) per Security. If the Ratio divided by FX (final)leads to a non-deliverable fraction of the Underlying, a cash amount expressed in theSpecified Currency will be paid in the amount of the value of the non-deliverablefraction of the Underlying (the "Supplemental Cash Amount") which is calculatedfrom the Reference Price on the Final Observation Date multiplied by the non-deliverable fraction of the Underlying and multiplied by FX (final).]

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withoutNominal Amount with cash settlement, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) xRatio.

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.]

[In the case of Compo Bonus Classic Securities7 without Nominal Amount with cash settlement, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio/ FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).]

6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

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[In the case of Compo Bonus Classic Securities8 without Nominal Amount with cash settlement, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratiox FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withNominal Amount and cash settlement, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)]

[In the case of Compo Bonus Classic Securities9 with Nominal Amount and cash settlement, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) /FX (final)]

[In the case of Compo Bonus Classic Securities10 with Nominal Amount and cash settlement, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.9 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.10 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) /FX (initial)]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withoutNominal Amount and with physical delivery, the following applies:

The Redemption Amount corresponds to R (final) x Ratio.

However, the Redemption Amount is not lower than the Bonus Amount.]

[In the case of Compo Bonus Classic Securities11 without Nominal Amount and with physical delivery,the following applies:

The Redemption Amount corresponds to R (final) x Ratio / FX (final).

However, the Redemption Amount is not lower than the Bonus Amount.]

[In the case of Compo Bonus Classic Securities12 without Nominal Amount and with physical delivery,the following applies:

The Redemption Amount corresponds to R (final) x Ratio x FX (final).

However, the Redemption Amount is not lower than the Bonus Amount.]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withNominal Amount and physical delivery, the following applies:

The Redemption Amount is specified according to the following formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, the Redemption Amount is not lower than the Bonus Amount.]

[In the case of Compo Bonus Classic Securities13 with Nominal Amount and physical delivery, thefollowing applies:

The Redemption Amount is specified according to the following formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, the Redemption Amount is not lower than the Bonus Amount.]

[In the case of Compo Bonus Classic Securities14 with Nominal Amount and physical delivery, thefollowing applies:

The Redemption Amount is specified according to the following formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, the Redemption Amount is not lower than the Bonus Amount.]

11 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.12 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.13 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.14 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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[In the case of Quanto Bonus Classic Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments[, Deliveries]

[In the case of Bonus Classic Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Bonus Classic Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

[In the case of Bonus Classic Securities with cash settlement, the following applies:

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) and

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ends on the effective date of the payment (including).]

[In the case of Bonus Classic Securities with physical delivery, the following applies:

(4) Interest of default: If the Issuer fails to make payments or the delivery of the Underlying underthe Securities when due, the amount due or respectively the market value of the Underlying, tobe delivered, on the Final Observation Date shall bear interest on the basis of the defaultinterest rate established by law. Such accrual of interest starts on the day following theMaturity Date of that payment or the delivery (including) and ends on the effective date of thepayment or the delivery (including).

(5) Delivery: The Delivery of the Underlying and the payment of a Supplemental Cash Amountshall be made within five Banking Days after the Maturity Date (the "Delivery Period") tothe Clearing System for credit to the accounts of the relevant depository banks of the SecurityHolders. All costs, incl. possible custody fees, exchange turnover taxes, stamp taxes,transaction fees, other taxes or levies (together the "Delivery Costs"), incurred as a result ofthe delivery of the Underlying, shall be borne by the respective Security Holder. Subject to theprovisions of these Terms and Conditions, the Underlying shall be delivered at the SecurityHolder's own risk. If the Maturity Date of a delivery or payment is not a Banking Day, suchdelivery or payment shall be made on the next following Banking Day. Such delay will notconstitute any entitlement to interest or other payments. The Issuer shall not be obliged toforward to the Security Holders any notifications or documents of the issuer of the Underlyingthat were provided to the Issuer prior to such delivery of the Underlying, even if suchnotifications or other documents refer to events that occurred after delivery of the Underlying.During the Delivery Period the Issuer shall not be obliged to exercise any rights under theUnderlying. The Issuer shall be entitled to claim in an Underlying that exist prior to or on theMaturity Date, provided that the day, on which the Underlying is traded for the first time onthe Relevant Exchange "ex" of such claim, falls on or prior to such Maturity Date.

(6) Transaction Disturbance: If, in the reasonable discretion (§ 315 BGB) of the CalculationAgent, an event outside of the Issuer's control, which results in the Issuer not being able todeliver the Underlying pursuant to the Terms and Conditions of these Securities (a"Transaction Disturbance") and this Transaction Disturbance has occurred prior to deliveryof the Underlying and continues to exist on the Maturity Date, then the first day of theDelivery Period shall be postponed to the next Banking Day, on which no TransactionDisturbance exists. The Security Holders shall be notified accordingly pursuant to § 6 of theGeneral Conditions. The Security Holders shall not be entitled to interest payment or otheramounts, if a delay in the delivery of the Underlying occurs in accordance with this paragraph.The Issuer shall not be liable in this respect. In the event of a Transaction Disturbance, theSecurities may, in the reasonable discretion (§ 315 BGB) of the Issuer and the CalculationAgent be redeemed at the Cash Value of the Redemption Price. The "Cash Value of theRedemption Price" is an amount determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) on the basis of the stock exchange or market price of the Underlyingon the Final Observation Date or, should such stock exchange or market prices not beavailable, the volume weighted average of the stock exchange or market prices in arepresentative period or, should such volume weighted average not be available, an amountdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB).]

§ 7

Market Disruptions

[In the case of non-Quanto Bonus Classic Securities and in the case of Quanto Bonus Classic

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Securities with cash settlement, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Quanto Bonus Classic Securities with physical delivery and in the case of CompoBonus Classic Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonable

160

discretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Adjustments, Replacement Specification

(1) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(2) Replacement Specification: If a price of the Underlying published by the Relevant Exchangepursuant to the Terms and Conditions of these Securities will subsequently be corrected andthe correction (the "Corrected Value") will be published by the Relevant Exchange after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish the respective value by using the Corrected Value (the "Replacement Specification")pursuant to § 6 of the General Conditions.

[In the case of Quanto Bonus Classic Securities with physical delivery and in the case of CompoBonus Classic Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonable

161

discretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

162

[Option 5: In the case of Bonus Classic Securities linked to an index, the following applies:

§ 1

Definitions

[In the case of Bonus Classic Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means each of the following events:

(a) changes in the relevant Index Concept or the calculation of the Underlying, that in thereasonable discretion (§ 315 BGB) of the Calculation Agent result in a new relevantIndex Concept or calculation of the Underlying being no longer economicallyequivalent to the original relevant Index Concept or the original calculation of theUnderlying;

(b) the calculation or publication of the Underlying is finally discontinued, or replaced byanother index (the "Index Replacement Event");

(c) due to circumstances for which the Issuer is not responsible, the Issuer is no longerentitled to use the Underlying as basis for the calculations or, respectively,specifications described in the Terms and Conditions of these Securities; likewise theIssuer is not responsible for the termination of the license to use the Underlying due toan unacceptable increase in license fees (a "License Termination Event");

(d) any event which is economically equivalent to one of the above-mentioned events withregard to its consequences on the Underlying.

[In the case of Bonus Classic Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Bonus Classic Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities where the Barrier has already been specified, the followingapplies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

163

[In the case of Bonus Classic Securities where the Barrier is still to be specified, the followingapplies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Barrier Event" means that any price of the Underlying as published by the Index Sponsoror, respectively the Index Calculation Agent with continuous observation during the BarrierObservation Period is equal to or lower than the Barrier.]

[In the case of Bonus Classic Securities with date-related Barrier observation, the following applies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is lowerthan the Barrier.]

[In the case of Bonus Classic Securities where the Barrier is still to be specified, the followingapplies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

[In the case of Bonus Classic Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withoutNominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Bonus Classic Securities1 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Classic Securities2 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withNominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

164

[In the case of Compo Bonus Classic Securities3 with Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Classic Securities4 with Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

[In the case of Bonus Classic Securities where the Bonus Amount is still to be specified, the followingapplies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by the IndexSponsor or the Index Calculation Agent, as the case may be.

[In the case of non-Quanto Bonus Classic Securities and in the case of Quanto Bonus ClassicSecurities, the following applies:

"Call Event" means Index Call Event.]

[In the case of Compo Bonus Classic Securities, the following applies:

"Call Event" means Index Call Event or FX Call Event.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades in the securities that form the basis of the Underlying as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptance

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

165

and execution of settlement instructions.

[In the case of Bonus Classic Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Bonus Classic Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Bonus Classic Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Bonus Classic Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying or – if derivatives on the Underlying are not traded – itscomponents (the "Derivatives") are traded, and as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditionsin accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying orto its components at the Determining Futures Exchange or a considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another futures exchange as thedetermining futures exchange (the "Substitute Futures Exchange"). In the event of such asubstitution, any reference in the Terms and Conditions of these Securities to the DeterminingFutures Exchange, depending on the context, shall be deemed to refer to the SubstituteFutures Exchange.

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Bonus Classic Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and Underlying

166

Data.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

167

[In the case of Bonus Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Index Calculation Agent" means the Index Calculation Agent as specified in the column"Index Calculation Agent" in Table 2.1 in § 2 of the Product and Underlying Data.

"Index Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Underlying is available;

(c) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitablesubstitute for the Index Sponsor and/or the Index Calculation Agent is available;

[In the case of Bonus Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs;]

[In the case of Bonus Classic Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law occurs;]

(e) the Underlying is no longer calculated or published in the Underlying Currency.

"Index Sponsor" means the Index Sponsor as specified in the column "Index Sponsor" inTable 2.1 in § 2 of the Product and Underlying Data.

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

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[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) in general the suspension or restriction of trading on the exchanges or the markets onwhich the securities that form the basis of the Underlying are listed or traded, or on therespective futures exchanges or on the markets on which Derivatives of theUnderlying are listed or traded;

(b) in relation to individual securities which form the basis of the Underlying, thesuspension or restriction of trading on the exchanges or on the markets on which suchsecurities are traded or on the respective futures exchange or the markets on whichderivatives of such securities are traded;

(c) in relation to individual Derivatives of the Underlying, the suspension or restriction oftrading on the futures exchanges or the markets on which such derivatives are traded;

(d) the suspension of or failure or the non-publication of the calculation of the Underlyingas a result of a decision by the Index Sponsor or the Index Calculation Agent;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Bonus Classic Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Bonus Classic Securities with date-related Barrier observation, the followingapplies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier Observation

169

Date.]

[In the case of Bonus Classic Securities with final Reference Price observation, the followingapplies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Bonus Classic Securities with final average observation, the following applies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Bonus Classic Securities with initial Reference Price observation, the followingapplies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Bonus Classic Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Bonus Classic Securities with final Reference Price observation, the following applies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Bonus Classic Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Bonus Classic Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Classic Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

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[In the case of Bonus Classic Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

[In the case of Bonus Classic Securities where the Ratio has already been specified, the followingapplies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Bonus Classic Securities where the Ratio is still to be specified, the following applies:

"Ratio" means the Ratio which is calculated by the Calculation Agent as follows:

Ratio = Nominal Amount / R (initial)

The Ratio shall be rounded up or down to six decimals, with 0.0000005 being roundedupwards.]

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the exchange, on which the components of the Underlying aretraded, as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) byway of notice pursuant to § 6 of the General Conditions in accordance with such components'liquidity.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the components of the Underlying at the RelevantExchange and the quotation at a different stock exchange or considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another stock exchange as the relevantexchange (the "Substitute Exchange"). In the event of a substitution, any reference in theTerms and Conditions of these Securities to the Relevant Exchange shall be deemed to refer tothe Substitute Exchange.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the securities that form the basis of the Underlying,during which period settlement will customarily take place according to the rules of suchRelevant Exchange.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

171

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data. The Underlying is specified by the Index Sponsor andis calculated by the Index Calculation Agent.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

§ 2

Interest, Additional Amount

[In the case of Bonus Classic Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Bonus Classic Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the RedemptionAmount on the Maturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withoutNominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) xRatio.

172

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.]

[In the case of Compo Bonus Classic Securities5 without Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio/ FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).]

[In the case of Compo Bonus Classic Securities6 without Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratiox FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withNominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)]

[In the case of Compo Bonus Classic Securities7 with Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) /FX (final)]

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

173

[In the case of Compo Bonus Classic Securities8 with Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) /FX (initial)]

[In the case of Quanto Bonus Classic Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

[In the case of Bonus Classic Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Bonus Classic Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

174

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities, thefollowing applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Bonus Classic Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

175

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New IndexCalculation Agent, Replacement Specification

(1) Index Concept: The basis for the calculations or, respectively, specifications of theCalculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying with its provisions currently applicable, as developed and maintained by the IndexSponsor, as well as the respective method of calculation, determination, and publication of theprice of the Underlying (the "Index Concept") applied by the Index Sponsor. This shall alsoapply if during the term of the Securities changes are made or occur in respect of the IndexConcept, or if other measures are taken, which have an impact on the Index Concept, unlessotherwise provided in the below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

176

(3) Replacement Underlying: In cases of an Index Replacement Event or a License TerminationEvent, the adjustment pursuant to paragraph (2) is usually made by the Calculation Agent inits reasonable discretion (§ 315 BGB) determining, which index should be used in the futureas Underlying (the "Replacement Underlying"). If necessary, the Calculation Agent willmake further adjustments to the Terms and Conditions of these Securities (in particular to theUnderlying, the Ratio and/or all prices of the Underlying, which have been specified by theIssuer) and/or all prices of the Underlying determined by the Calculation Agent pursuant tothe Terms and Conditions of these Securities in such a way that the economic position of theSecurity Holders remains unchanged to the greatest extent possible. The ReplacementUnderlying and the adjustments made as well as the time of its first application will bepublished in accordance with § 6 of the General Conditions. From the first application of theReplacement Underlying on, any reference to the Underlying in the Terms and Conditions ofthese Securities shall be deemed to refer to the Replacement Underlying, unless the contextrequires otherwise.

(4) New Index Sponsor and New Index Calculation Agent: If the Underlying is no longerdetermined by the Index Sponsor but rather by another person, company or institution (the"New Index Sponsor"), then all calculations or, respectively, specifications described in theTerms and Conditions of these Securities shall occur on the basis of the Underlying asdetermined by the New Index Sponsor. In this case, any reference to the Index Sponsor shallbe deemed as referring to the New Index Sponsor, depending on the context. If the Underlyingis no longer calculated by the Index Calculation Agent but rather by another person, companyor institution (the "New Index Calculation Agent"), then all calculations or, respectively,specifications described in the Terms and Conditions of these Securities shall occur on thebasis of the Underlying as calculated by the New Index Calculation Agent. In this case, anyreference to the Index Calculation Agent shall be deemed as referring to the New IndexCalculation Agent, unless the context requires otherwise.

(5) Replacement Specification: If a price of the Underlying published by the Index Sponsor or theIndex Calculation Agent, as the case may be, pursuant to the Terms and Conditions of theseSecurities will subsequently be corrected and the correction (the "Corrected Value") will bepublished by the Index Sponsor or the Index Calculation Agent, as the case may be, after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish pursuant to § 6 of the General Conditions the relevant value by using the CorrectedValue (the "Replacement Specification").]

[In the case of Compo Bonus Classic Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

177

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

178

[Option 6: In the case of Bonus Classic Securities linked to a commodity, the following applies:

§ 1

Definitions

[In the case of Bonus Classic Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means any changes in the Relevant Trading Conditions of the Underlyingthat lead to a situation where, in the reasonable discretion (§ 315 BGB) of the CalculationAgent, as a result of the change, the changed trading conditions are no longer economicallyequivalent to the Relevant Trading Conditions prior to the change.

[In the case of Bonus Classic Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Bonus Classic Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities where the Barrier has already been specified, the followingapplies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Classic Securities where the Barrier is still to be specified, the followingapplies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Barrier Event" means that any price of the Underlying as published by the ReferenceMarket with continuous observation during the Barrier Observation Period is equal to or lowerthan the Barrier.]

[In the case of Bonus Classic Securities with date-related Barrier observation, the following applies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is lowerthan the Barrier.]

179

[In the case of Bonus Classic Securities where the Barrier is still to be specified, the followingapplies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

[In the case of Bonus Classic Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withoutNominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Bonus Classic Securities1 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Classic Securities2 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withNominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

[In the case of Compo Bonus Classic Securities3 with Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Classic Securities4 with Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

180

[In the case of Bonus Classic Securities where the Bonus Amount is still to be specified, the followingapplies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by theReference Market.

[In the case of non-Quanto Bonus Classic Securities and in the case of Quanto Bonus ClassicSecurities, the following applies:

"Call Event" means Commodity Call Event.]

[In the case of Compo Bonus Classic Securities, the following applies:

"Call Event" means Commodity Call Event or FX Call Event.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

[In the case of Bonus Classic Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Bonus Classic Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Bonus Classic Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Bonus Classic Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

181

"Commodity Call Event" means each of the following:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Reference Market is available or could be determined;

[In the case of Bonus Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(c) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccur/s;]

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(c) a Change in Law occurs;]

(d) the Underlying is no longer calculated or published in the Underlying Currency.

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Bonus Classic Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

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"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

183

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Bonus Classic Securities with continuous Barrier observation, the following applies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) the suspension or the restriction of trading or the price determination of theUnderlying on the Reference Market or

(b) the suspension or restriction of trading in a Derivative of the Underlying on theDetermining Futures Exchange

to the extent that such Market Disruption Event is material in the reasonable discretion (§ 315BGB) of the Calculation Agent. Any restriction of the trading hours or the number of days onwhich trading takes place on the Reference Market or, as the case may be, the DeterminingFutures Exchange shall not constitute a Market Disruption Event provided that the restrictionoccurs due to a previously announced change in the rules of the Reference Market or, as thecase may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

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[In the case of Bonus Classic Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Bonus Classic Securities with date-related Barrier observation, the followingapplies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

[In the case of Bonus Classic Securities with final Reference Price observation, the followingapplies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Bonus Classic Securities with final average observation, the following applies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Bonus Classic Securities with initial Reference Price observation, the followingapplies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Bonus Classic Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Bonus Classic Securities with final Reference Price observation, the following applies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Bonus Classic Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

185

[In the case of Bonus Classic Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Bonus Classic Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Classic Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Bonus Classic Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

[In the case of Bonus Classic Securities where the Ratio has already been specified, the followingapplies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Bonus Classic Securities where the Ratio is still to be specified, the following applies:

"Ratio" means the Ratio which is calculated by the Calculation Agent as follows:

Ratio = Nominal Amount / R (initial)

The Ratio shall be rounded up or down to six decimals, with 0.0000005 being roundedupwards.]

[In the case of Bonus Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Market" means the Reference Market as specified in the column "ReferenceMarket" in Table 2.1 in § 2 of the Product and Underlying Data.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data, published by theReference Market and expressed in the standard unit of the Underlying.

"Security Holder" means the holder of a Security.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

186

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Bonus Classic Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

§ 2

Interest, Additional Amount

[In the case of Bonus Classic Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Bonus Classic Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withoutNominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) xRatio.

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.]

187

[In the case of Compo Bonus Classic Securities5 without Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio/ FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).]

[In the case of Compo Bonus Classic Securities6 without Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratiox FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).]

[In the case of non-Quanto Bonus Classic Securities and Quanto Bonus Classic Securities withNominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)]

[In the case of Compo Bonus Classic Securities7 with Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) /FX (final)]

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

188

[In the case of Compo Bonus Classic Securities8 with Nominal Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) /FX (initial)]

[In the case of Quanto Bonus Classic Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

[In the case of Bonus Classic Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Bonus Classic Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

189

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Bonus Classic Securities and in the case of Quanto Bonus ClassicSecurities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Bonus Classic Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

190

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Relevant Trading Conditions, Adjustments, Replacement Reference Market

(1) Relevant Trading Conditions: The basis for the calculations or, respectively, specifications ofthe Calculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying taking in consideration

(a) the method of price determination,

(b) the trading conditions (in particular in terms of the quality, the quantity and thecurrency of trading) and

(c) other value determining factors,

applicable on the Reference Market in respect of the Underlying (together the "RelevantTrading Conditions"), unless otherwise provided in below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Terms

191

and Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(3) Replacement Reference Market: In the event of

(a) a final discontinuation of the trading in the Underlying at the Reference Market,

(b) a material change of the market conditions at the Reference Market or

(c) a material limitation of the liquidity of the Underlying at the Reference Market,

with the trading in the same commodity being continued on another market withoutrestrictions, the Calculation Agent in its reasonable discretion (§ 315 BGB) shall determinethat such other market will be used in the future as Reference Market (the "ReplacementReference Market"). If necessary, the Calculation Agent will make further adjustments to theTerms and Conditions of these Securities (in particular to the Underlying, the Ratio and/or allprices of the Underlying, which have been specified by the Issuer) and/or all prices of theUnderlying determined by the Calculation Agent pursuant to the Terms and Conditions ofthese Securities in order to account for any difference in the method of price determinationand the trading conditions applicable to the Underlying on the Replacement Reference Market(in particular in terms of the quality, the quantity and the currency of trading) (together the"New Relevant Trading Conditions"), as compared to the original Relevant TradingConditions. The Replacement Reference Market and the performed adjustments and the timethat it is first applied will be published in accordance with § 6 of the General Conditions.Commencing with the first application of the Replacement Reference Market, any reference tothe Reference Market in the Terms and Conditions of these Securities shall be deemed to referto the Replacement Reference Market, unless the context requires otherwise.

[In the case of Compo Bonus Classic Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

192

Product Type 3: Bonus Cap Securities

[Option 7: In the case of Bonus Cap Securities linked to a share or a depository receipt, the followingapplies:

§ 1

Definitions

[In the case of Bonus Cap Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means each of the following events:

(a) each measure taken by the company that has issued the Underlying or by a third party,which would -due to a change in the legal and economic position, in particular achange in the company's fixed assets and capital- in the reasonable discretion (§ 315BGB) of the Calculation Agent, affect the Underlying not only immaterially (inparticular capital increase against cash contribution, issuance of Securities withoptions or conversion rights into shares, capital increase with company funds,distribution of special dividends, share splits, merger, liquidation, nationalisation);

(b) an early termination performed by the Determining Futures Exchange of the theretraded Derivatives of the Underlying;

(c) an adjustment performed by the Determining Futures Exchange of the there tradedDerivatives of the Underlying, or

(d) any event which is economically equivalent to one of the above-mentioned eventswith regard to its consequences on the Underlying.

[In the case of Bonus Cap Securities where the Specified Currency is the Euro, the following applies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Bonus Cap Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities where the Barrier has already been specified, the followingapplies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

193

[In the case of Bonus Cap Securities where the Barrier is still to be specified, the following applies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Barrier Event" means that any price of the Underlying as published by the RelevantExchange with continuous observation during the Barrier Observation Period is equal to orlower than the Barrier.]

[In the case of Bonus Cap Securities with date-related Barrier observation, the following applies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is lowerthan the Barrier.]

[In the case of Bonus Cap Securities where the Barrier is still to be specified, the following applies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

[In the case of Bonus Cap Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Bonus Cap Securities1 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Cap Securities2 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

194

[In the case of Compo Bonus Cap Securities3 with Nominal Amount where the Bonus Amount is still tobe specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Cap Securities4 with Nominal Amount where the Bonus Amount is still tobe specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

[In the case of Bonus Cap Securities where the Bonus Amount is still to be specified, the followingapplies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Underlying is traded at the RelevantExchange.

[In the case of non-Quanto Bonus Cap Securities and in the case of Quanto Bonus Cap Securities withcash settlement, the following applies:

"Call Event" means Share Call Event.]

[In the case of Quanto Bonus Cap Securities with physical delivery and in the case of Compo BonusCap Securities, the following applies:

"Call Event" means Share Call Event or FX Call Event.]

[In the case of Bonus Cap Securities with physical delivery where the Cap has already been specified,the following applies:

"Cap" means the Cap as specified in the column "Cap" in Table 1.2 in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Cap Securities with physical delivery where the Cap is still to be specified, thefollowing applies:

"Cap" means Cap Level x R (initial).]

[In the case of Bonus Cap Securities where the Maximum Amount is still to be specified, the followingapplies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

195

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades with respect to the Underlying as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Bonus Cap Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Bonus Cap Securities with CBL and Euroclear Bank as Clearing System, the followingapplies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Bonus Cap Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Bonus Cap Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

196

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Quanto Bonus Cap Securities with physical delivery and in the case of Compo BonusCap Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or the

197

effective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Cap Securities that are not expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

198

"Market Disruption Event" means each of the following events:

(a) the failure of the Relevant Exchange to open for trading during its regular tradingsessions;

(b) the suspension or restriction of trading in the Underlying on the Relevant Exchange;

(c) in general the suspension or restriction of trading in a Derivative of the Underlying onthe Determining Futures Exchange;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Bonus Cap Securities where the Maximum Amount has already been specified, thefollowing applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

[In the case of Compo Bonus Cap Securities5 without Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Cap Securities6 without Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level.]

[In the case of Compo Bonus Cap Securities7 with Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (initial) / FX (final).]

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

199

[In the case of Compo Bonus Cap Securities8 with Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (final) / FX (initial).]

[In the case of Bonus Cap Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Bonus Cap Securities with date-related Barrier observation, the followingapplies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

[In the case of Bonus Cap Securities with final Reference Price observation, the followingapplies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Bonus Cap Securities with final average observation, the following applies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Bonus Cap Securities with initial Reference Price observation, the followingapplies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Bonus Cap Securities with initial average observation, the following applies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Bonus Cap Securities with final Reference Price observation, the following applies:

"R (final)" means the Reference Price on the Final Observation Date.]

8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

200

[In the case of Bonus Cap Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Bonus Cap Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Cap Securities with initial Reference Price observation, the following applies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Bonus Cap Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

[In the case of Bonus Cap Securities where the Ratio has already been specified, the followingapplies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Bonus Cap Securities where the Ratio is still to be specified, the following applies:

"Ratio" means the Ratio which is calculated by the Calculation Agent as follows:

Ratio = Nominal Amount / R (initial)

The Ratio shall be rounded up or down to six decimals, with 0.0000005 being roundedupwards.]

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the Relevant Exchange as specified in the column "RelevantExchange" in Table 2.1 in § 2 of the Product and Underlying Data.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the Underlying at the Relevant Exchange and thequotation at a different stock exchange or considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another stock exchange as the relevant exchange (the

201

"Substitute Exchange"). In the event of a substitution, any reference in the Terms andConditions of these Securities to the Relevant Exchange shall be deemed to refer to theSubstitute Exchange.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the Underlying, during which period settlement willcustomarily take place according to the rules of such Relevant Exchange.

"Share Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (1) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) the quotation of the Underlying at the Relevant Exchange is finally ceased and in thereasonable discretion (§ 315 BGB) of the Calculation Agent no Substitute RelevantExchange could be determined;

(c) the quotation of the Underlying at the Relevant Exchange no longer occurs in theUnderlying Currency;

[In the case of Bonus Cap Securities that are not expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs.]

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(d) a Change in Law occurs.]

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

202

§ 2

Interest, Additional Amount

[In the case of Bonus Cap Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Bonus Cap Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

[In the case of Bonus Cap Securities with cash settlement, the following applies:

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.]

[In the case of non-Quanto Bonus Cap Securities and in the case of Compo Bonus Cap Securities withphysical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if no Barrier Event has occurred or if a Barrier Event has occurred and R (final) isgreater than the Cap by payment of the Redemption Amount on the Maturity Datepursuant to the provisions of § 6 of the Special Conditions, or

(ii) if a Barrier Event has occurred and R (final) is equal to or lower than the Cap bydelivery of the Underlying in a quantity expressed by the Ratio per Security. If theRatio leads to a non-deliverable fraction of the Underlying, a cash amount expressedin the Specified Currency will be paid in the amount of the value of the non-deliverable fraction of the Underlying (the "Supplemental Cash Amount") which iscalculated from the Reference Price on the Final Observation Date multiplied by thenon-deliverable fraction of the Underlying.]

[In the case of Quanto Bonus Cap Securities9 with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if no Barrier Event has occurred or if a Barrier Event has occurred and R (final) isgreater than the Cap by payment of the Redemption Amount on the Maturity Datepursuant to the provisions of § 6 of the Special Conditions, or

(ii) if a Barrier Event has occurred and R (final) is equal to or lower than the Cap bydelivery of the Underlying in a quantity expressed by the Ratio multiplied by FX(final) per Security. If the Ratio multiplied with FX (final) leads to a non-deliverablefraction of the Underlying, a cash amount expressed in the Specified Currency will bepaid in the amount of the value of the non-deliverable fraction of the Underlying (the"Supplemental Cash Amount") which is calculated from the Reference Price on the

9 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

203

Final Observation Date multiplied with the non-deliverable fraction of the Underlyingand divided by FX (final).]

[In the case of Quanto Bonus Cap Securities10 with physical delivery, the following applies:

Redemption: The Securities shall be redeemed either

(i) if no Barrier Event has occurred or if a Barrier Event has occurred and R (final) isgreater than the Cap by payment of the Redemption Amount on the Maturity Datepursuant to the provisions of § 6 of the Special Conditions, or

(ii) if a Barrier Event has occurred and R (final) is equal to or lower than the Cap bydelivery of the Underlying in a quantity expressed by the Ratio divided by FX (final)per Security. If the Ratio divided by FX (final) leads to a non-deliverable fraction ofthe Underlying, a cash amount expressed in the Specified Currency will be paid in theamount of the value of the non-deliverable fraction of the Underlying (the"Supplemental Cash Amount") which is calculated from the Reference Price on theFinal Observation Date multiplied by the non-deliverable fraction of the Underlyingand multiplied by FX (final).]

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount with cash settlement where the Bonus Amount is the same as the Maximum Amount, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities11 without Nominal Amount with cash settlement wherethe Bonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

10 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.11 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

204

[In the case of Compo Bonus Cap Securities12 without Nominal Amount with cash settlement wherethe Bonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount and cash settlement where the Bonus Amount is the same as the Maximum Amount, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities13 with Nominal Amount and cash settlement where theBonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities14 with Nominal Amount and cash settlement where theBonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

12 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.13 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.14 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

205

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount with cash settlement where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) xRatio.

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities15 without Nominal Amount with cash settlement wherethe Bonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio/ FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities16 without Nominal Amount with cash settlement wherethe Bonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratiox FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount and cash settlement where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

15 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.16 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

206

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities17 with Nominal Amount and cash settlement where theBonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities18 with Nominal Amount and cash settlement where theBonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:.

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Bonus Cap Securities without Nominal Amount and with physical delivery where theBonus Amount is the same as the Maximum Amount, the following applies:

The Redemption Amount corresponds to the Maximum Amount.]

17 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.18 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount and with physical delivery where the Bonus Amount is not the same as the Maximum Amount,the following applies:

The Redemption Amount corresponds to R (final) x Ratio.

However, the Redemption Amount is not lower than the Bonus Amount and not greater thanthe Maximum Amount.]

[In the case of Compo Bonus Cap Securities19 without Nominal Amount and with physical deliverywhere the Bonus Amount is not the same as the Maximum Amount, the following applies:

The Redemption Amount corresponds to R (final) x Ratio / FX (final).

However, the Redemption Amount is not lower than the Bonus Amount and not greater thanthe Maximum Amount.]

[In the case of Compo Bonus Cap Securities20 without Nominal Amount and with physical deliverywhere the Bonus Amount is not the same as the Maximum Amount, the following applies:

The Redemption Amount corresponds to R (final) x Ratio x FX (final).

However, the Redemption Amount is not lower than the Bonus Amount and not greater thanthe Maximum Amount.]

[In the case of Bonus Cap Securities with Nominal Amount and physical delivery where the BonusAmount is the same as the Maximum Amount, the following applies:

The Redemption Amount corresponds to the Maximum Amount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount and physical delivery where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

The Redemption Amount is specified according to the following formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, the Redemption Amount is not lower than the Bonus Amount and not greater thanthe Maximum Amount.]

[In the case of Compo Bonus Cap Securities21 with Nominal Amount and physical delivery where theBonus Amount is not the same as the Maximum Amount, the following applies:

The Redemption Amount is specified according to the following formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, the Redemption Amount is not lower than the Bonus Amount and not greater thanthe Maximum Amount.]

19 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.20 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.21 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

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[In the case of Compo Bonus Cap Securities22 with Nominal Amount and physical delivery where theBonus Amount is not the same as the Maximum Amount, the following applies:

The Redemption Amount is specified according to the following formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, the Redemption Amount is not lower than the Bonus Amount and not greater thanthe Maximum Amount.]

[In the case of Quanto Bonus Cap Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments[, Deliveries]

[In the case of Bonus Cap Securities where the Specified Currency is the Euro, the following applies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Bonus Cap Securities where the Specified Currency is not Euro, the following applies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.

22 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

209

The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

[In the case of Bonus Cap Securities with cash settlement, the following applies:

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).]

[In the case of Bonus Cap Securities with physical delivery, the following applies:

(4) Interest of default: If the Issuer fails to make payments or the delivery of the Underlying underthe Securities when due, the amount due or respectively the market value of the Underlying, tobe delivered, on the Final Observation Date shall bear interest on the basis of the defaultinterest rate established by law. Such accrual of interest starts on the day following theMaturity Date of that payment or the delivery (including) and ends on the effective date of thepayment or the delivery (including).

(5) Delivery: The Delivery of the Underlying and the payment of a Supplemental Cash Amountshall be made within five Banking Days after the Maturity Date (the "Delivery Period") tothe Clearing System for credit to the accounts of the relevant depository banks of the SecurityHolders. All costs, incl. possible custody fees, exchange turnover taxes, stamp taxes,transaction fees, other taxes or levies (together the "Delivery Costs"), incurred as a result ofthe delivery of the Underlying, shall be borne by the respective Security Holder. Subject to theprovisions of these Terms and Conditions, the Underlying shall be delivered at the SecurityHolder's own risk. If the Maturity Date of a delivery or payment is not a Banking Day, suchdelivery or payment shall be made on the next following Banking Day. Such delay will notconstitute any entitlement to interest or other payments. The Issuer shall not be obliged toforward to the Security Holders any notifications or documents of the issuer of the Underlyingthat were provided to the Issuer prior to such delivery of the Underlying, even if suchnotifications or other documents refer to events that occurred after delivery of the Underlying.During the Delivery Period the Issuer shall not be obliged to exercise any rights under theUnderlying. The Issuer shall be entitled to claim in an Underlying that exist prior to or on theMaturity Date, provided that the day, on which the Underlying is traded for the first time onthe Relevant Exchange "ex" of such claim, falls on or prior to such Maturity Date.

(6) Transaction Disturbance: If, in the reasonable discretion (§ 315 BGB) of the CalculationAgent, an event outside of the Issuer's control, which results in the Issuer not being able todeliver the Underlying pursuant to the Terms and Conditions of these Securities (a"Transaction Disturbance") and this Transaction Disturbance has occurred prior to deliveryof the Underlying and continues to exist on the Maturity Date, then the first day of theDelivery Period shall be postponed to the next Banking Day, on which no TransactionDisturbance exists. The Security Holders shall be notified accordingly pursuant to § 6 of theGeneral Conditions. The Security Holders shall not be entitled to interest payment or otheramounts, if a delay in the delivery of the Underlying occurs in accordance with this paragraph.The Issuer shall not be liable in this respect. In the event of a Transaction Disturbance, theSecurities may, in the reasonable discretion (§ 315 BGB) of the Issuer and the CalculationAgent be redeemed at the Cash Value of the Redemption Price. The "Cash Value of theRedemption Price" is an amount determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) on the basis of the stock exchange or market price of the Underlyingon the Final Observation Date or, should such stock exchange or market prices not be

210

available, the volume weighted average of the stock exchange or market prices in arepresentative period or, should such volume weighted average not be available, an amountdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB).]

§ 7

Market Disruptions

[In the case of non-Quanto Bonus Cap Securities and in the case of Quanto Bonus Cap Securities withcash settlement, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Quanto Bonus Cap Securities with physical delivery and in the case of Compo BonusCap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

211

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Adjustments, Replacement Specification

(1) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(2) Replacement Specification: If a price of the Underlying published by the Relevant Exchangepursuant to the Terms and Conditions of these Securities will subsequently be corrected andthe correction (the "Corrected Value") will be published by the Relevant Exchange after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish the respective value by using the Corrected Value (the "Replacement Specification")pursuant to § 6 of the General Conditions.

[In the case of Quanto Bonus Cap Securities with physical delivery and in the case of Compo BonusCap Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). In

212

this case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

213

[Option 8: In the case of Bonus Cap Securities linked to an index, the following applies:

§ 1

Definitions

[In the case of Bonus Cap Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means each of the following events:

(a) changes in the relevant Index Concept or the calculation of the Underlying, that in thereasonable discretion (§ 315 BGB) of the Calculation Agent result in a new relevantIndex Concept or calculation of the Underlying being no longer economicallyequivalent to the original relevant Index Concept or the original calculation of theUnderlying;

(b) the calculation or publication of the Underlying is finally discontinued, or replaced byanother index (the "Index Replacement Event");

(c) due to circumstances for which the Issuer is not responsible, the Issuer is no longerentitled to use the Underlying as basis for the calculations or, respectively,specifications described in the Terms and Conditions of these Securities; likewise theIssuer is not responsible for the termination of the license to use the Underlying due toan unacceptable increase in license fees (a "License Termination Event");

(d) any event which is economically equivalent to one of the above-mentioned events withregard to its consequences on the Underlying.

[In the case of Bonus Cap Securities where the Specified Currency is the Euro, the following applies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Bonus Cap Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities where the Barrier has already been specified, the followingapplies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Cap Securities where the Barrier is still to be specified, the following applies:

"Barrier" means Barrier Level x R (initial).]

214

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Barrier Event" means that any price of the Underlying as published by the Index Sponsoror, respectively the Index Calculation Agent with continuous observation during the BarrierObservation Period is equal to or lower than the Barrier.]

[In the case of Bonus Cap Securities with date-related Barrier observation, the following applies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is lowerthan the Barrier.]

[In the case of Bonus Cap Securities where the Barrier is still to be specified, the following applies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

[In the case of Bonus Cap Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Bonus Cap Securities1 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Cap Securities2 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

215

[In the case of Compo Bonus Cap Securities3 with Nominal Amount where the Bonus Amount is still tobe specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Cap Securities4 with Nominal Amount where the Bonus Amount is still tobe specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

[In the case of Bonus Cap Securities where the Bonus Amount is still to be specified, the followingapplies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by the IndexSponsor or the Index Calculation Agent, as the case may be.

[In the case of non-Quanto Bonus Cap Securities and in the case of Quanto Bonus Cap Securities, thefollowing applies:

"Call Event" means Index Call Event.]

[In the case of Compo Bonus Cap Securities, the following applies:

"Call Event" means Index Call Event or FX Call Event.]

[In the case of Bonus Cap Securities where the Maximum Amount is still to be specified, the followingapplies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

216

"Clearance System" means the principal domestic clearance system customarily used forsettling trades in the securities that form the basis of the Underlying as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Bonus Cap Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Bonus Cap Securities with CBL and Euroclear Bank as Clearing System, the followingapplies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Bonus Cap Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Bonus Cap Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying or – if derivatives on the Underlying are not traded – itscomponents (the "Derivatives") are traded, and as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditionsin accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying orto its components at the Determining Futures Exchange or a considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another futures exchange as thedetermining futures exchange (the "Substitute Futures Exchange"). In the event of such asubstitution, any reference in the Terms and Conditions of these Securities to the DeterminingFutures Exchange, depending on the context, shall be deemed to refer to the SubstituteFutures Exchange.

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

217

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Bonus Cap Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

218

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Cap Securities that are not expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Index Calculation Agent" means the Index Calculation Agent as specified in the column"Index Calculation Agent" in Table 2.1 in § 2 of the Product and Underlying Data.

"Index Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Underlying is available;

(c) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitablesubstitute for the Index Sponsor and/or the Index Calculation Agent is available;

[In the case of Bonus Cap Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs;]

[In the case of Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law occurs;]

(e) the Underlying is no longer calculated or published in the Underlying Currency.

"Index Sponsor" means the Index Sponsor as specified in the column "Index Sponsor" inTable 2.1 in § 2 of the Product and Underlying Data.

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"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) in general the suspension or restriction of trading on the exchanges or the markets onwhich the securities that form the basis of the Underlying are listed or traded, or on therespective futures exchanges or on the markets on which Derivatives of theUnderlying are listed or traded;

(b) in relation to individual securities which form the basis of the Underlying, thesuspension or restriction of trading on the exchanges or on the markets on which suchsecurities are traded or on the respective futures exchange or the markets on whichderivatives of such securities are traded;

(c) in relation to individual Derivatives of the Underlying, the suspension or restriction oftrading on the futures exchanges or the markets on which such derivatives are traded;

(d) the suspension of or failure or the non-publication of the calculation of the Underlyingas a result of a decision by the Index Sponsor or the Index Calculation Agent;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Bonus Cap Securities where the Maximum Amount has already been specified, thefollowing applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

220

[In the case of Compo Bonus Cap Securities5 without Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Cap Securities6 without Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level.]

[In the case of Compo Bonus Cap Securities7 with Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Cap Securities8 with Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (final) / FX (initial).]

[In the case of Bonus Cap Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Bonus Cap Securities with date-related Barrier observation, the followingapplies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

[In the case of Bonus Cap Securities with final Reference Price observation, the followingapplies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Bonus Cap Securities with final average observation, the following applies:

"Final Observation Date" means each of the Final Observation Dates as specified in the

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

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column "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Bonus Cap Securities with initial Reference Price observation, the followingapplies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Bonus Cap Securities with initial average observation, the following applies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Bonus Cap Securities with final Reference Price observation, the following applies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Bonus Cap Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Bonus Cap Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Cap Securities with initial Reference Price observation, the following applies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Bonus Cap Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

[In the case of Bonus Cap Securities where the Ratio has already been specified, the followingapplies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Bonus Cap Securities where the Ratio is still to be specified, the following applies:

"Ratio" means the Ratio which is calculated by the Calculation Agent as follows:

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Ratio = Nominal Amount / R (initial)

The Ratio shall be rounded up or down to six decimals, with 0.0000005 being roundedupwards.]

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the exchange, on which the components of the Underlying aretraded, as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) byway of notice pursuant to § 6 of the General Conditions in accordance with such components'liquidity.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the components of the Underlying at the RelevantExchange and the quotation at a different stock exchange or considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another stock exchange as the relevantexchange (the "Substitute Exchange"). In the event of a substitution, any reference in theTerms and Conditions of these Securities to the Relevant Exchange shall be deemed to refer tothe Substitute Exchange.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the securities that form the basis of the Underlying,during which period settlement will customarily take place according to the rules of suchRelevant Exchange.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data. The Underlying is specified by the Index Sponsor andis calculated by the Index Calculation Agent.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

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[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

§ 2

Interest, Additional Amount

[In the case of Bonus Cap Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Bonus Cap Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Bonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities9 without Nominal Amount where the Bonus Amount is thesame as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).

9 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

224

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities10 without Nominal Amount where the Bonus Amount isthe same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Bonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities11 with Nominal Amount where the Bonus Amount is thesame as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities12 with Nominal Amount where the Bonus Amount is thesame as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

10 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.11 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.12 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

225

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Bonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) xRatio.

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities13 without Nominal Amount where the Bonus Amount isnot the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio/ FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities14 without Nominal Amount where the Bonus Amount isnot the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratiox FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Bonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

13 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.14 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities15 with Nominal Amount where the Bonus Amount is notthe same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities16 with Nominal Amount where the Bonus Amount is notthe same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Quanto Bonus Cap Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

15 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.16 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

[In the case of Bonus Cap Securities where the Specified Currency is the Euro, the following applies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Bonus Cap Securities where the Specified Currency is not Euro, the following applies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Bonus Cap Securities and in the case of Quanto Bonus Cap Securities, thefollowing applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a Market

228

Disruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Bonus Cap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and Financial

229

Centre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New IndexCalculation Agent, Replacement Specification

(1) Index Concept: The basis for the calculations or, respectively, specifications of theCalculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying with its provisions currently applicable, as developed and maintained by the IndexSponsor, as well as the respective method of calculation, determination, and publication of theprice of the Underlying (the "Index Concept") applied by the Index Sponsor. This shall alsoapply if during the term of the Securities changes are made or occur in respect of the IndexConcept, or if other measures are taken, which have an impact on the Index Concept, unlessotherwise provided in the below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(3) Replacement Underlying: In cases of an Index Replacement Event or a License TerminationEvent, the adjustment pursuant to paragraph (2) is usually made by the Calculation Agent inits reasonable discretion (§ 315 BGB) determining, which index should be used in the futureas Underlying (the "Replacement Underlying"). If necessary, the Calculation Agent willmake further adjustments to the Terms and Conditions of these Securities (in particular to theUnderlying, the Ratio and/or all prices of the Underlying, which have been specified by theIssuer) and/or all prices of the Underlying determined by the Calculation Agent pursuant tothe Terms and Conditions of these Securities in such a way that the economic position of theSecurity Holders remains unchanged to the greatest extent possible. The ReplacementUnderlying and the adjustments made as well as the time of its first application will bepublished in accordance with § 6 of the General Conditions. From the first application of theReplacement Underlying on, any reference to the Underlying in the Terms and Conditions ofthese Securities shall be deemed to refer to the Replacement Underlying, unless the contextrequires otherwise.

(4) New Index Sponsor and New Index Calculation Agent: If the Underlying is no longerdetermined by the Index Sponsor but rather by another person, company or institution (the"New Index Sponsor"), then all calculations or, respectively, specifications described in theTerms and Conditions of these Securities shall occur on the basis of the Underlying asdetermined by the New Index Sponsor. In this case, any reference to the Index Sponsor shallbe deemed as referring to the New Index Sponsor, depending on the context. If the Underlying

230

is no longer calculated by the Index Calculation Agent but rather by another person, companyor institution (the "New Index Calculation Agent"), then all calculations or, respectively,specifications described in the Terms and Conditions of these Securities shall occur on thebasis of the Underlying as calculated by the New Index Calculation Agent. In this case, anyreference to the Index Calculation Agent shall be deemed as referring to the New IndexCalculation Agent, unless the context requires otherwise.

(5) Replacement Specification: If a price of the Underlying published by the Index Sponsor or theIndex Calculation Agent, as the case may be, pursuant to the Terms and Conditions of theseSecurities will subsequently be corrected and the correction (the "Corrected Value") will bepublished by the Index Sponsor or the Index Calculation Agent, as the case may be, after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish pursuant to § 6 of the General Conditions the relevant value by using the CorrectedValue (the "Replacement Specification").]

[In the case of Compo Bonus Cap Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

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[Option 9: In the case of Bonus Cap Securities linked to a commodity, the following applies:

§ 1

Definitions

[In the case of Bonus Cap Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means any changes in the Relevant Trading Conditions of the Underlyingthat lead to a situation where, in the reasonable discretion (§ 315 BGB) of the CalculationAgent, as a result of the change, the changed trading conditions are no longer economicallyequivalent to the Relevant Trading Conditions prior to the change.

[In the case of Bonus Cap Securities where the Specified Currency is the Euro, the following applies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Bonus Cap Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities where the Barrier has already been specified, the followingapplies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Cap Securities where the Barrier is still to be specified, the following applies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Barrier Event" means that any price of the Underlying as published by the ReferenceMarket with continuous observation during the Barrier Observation Period is equal to or lowerthan the Barrier.]

[In the case of Bonus Cap Securities with date-related Barrier observation, the following applies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is lowerthan the Barrier.]

[In the case of Bonus Cap Securities where the Barrier is still to be specified, the following applies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

232

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"Best-out Period" means [Insert relevant day(s)] between the First Day of the Best-out Period(including) and the Final Observation Date (including).]

[In the case of Bonus Cap Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Bonus Cap Securities1 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Cap Securities2 without Nominal Amount where the Bonus Amount isstill to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

[In the case of Compo Bonus Cap Securities3 with Nominal Amount where the Bonus Amount is still tobe specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Cap Securities4 with Nominal Amount where the Bonus Amount is still tobe specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

[In the case of Bonus Cap Securities where the Bonus Amount is still to be specified, the followingapplies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the General

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

233

Conditions.

"Calculation Date" means each day on which the Reference Price is published by theReference Market.

[In the case of non-Quanto Bonus Cap Securities and in the case of Quanto Bonus Cap Securities, thefollowing applies:

"Call Event" means Commodity Call Event.]

[In the case of Compo Bonus Cap Securities, the following applies:

"Call Event" means Commodity Call Event or FX Call Event.]

[In the case of Bonus Cap Securities where the Maximum Amount is still to be specified, the followingapplies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

[In the case of Bonus Cap Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Bonus Cap Securities with CBL and Euroclear Bank as Clearing System, the followingapplies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Bonus Cap Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Bonus Cap Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Commodity Call Event" means each of the following:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or not

234

reasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Reference Market is available or could be determined;

[In the case of Bonus Cap Securities that are not expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(c) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccur/s;]

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(c) a Change in Law occurs;]

(d) the Underlying is no longer calculated or published in the Underlying Currency.

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"First Day of the Best-out Period" means the First Day of the Best-out Period as specified inthe column "First Day of the Best-out Period" in Table 1.3 in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Bonus Cap Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

235

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Bonus Cap Securities that are not expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are needed

236

in order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Bonus Cap Securities with continuous Barrier observation, the following applies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"Last Day of the Worst-in Period" means the Last Day of the Worst-in Period as specified in§ 1 of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) the suspension or the restriction of trading or the price determination of theUnderlying on the Reference Market or

(b) the suspension or restriction of trading in a Derivative of the Underlying on theDetermining Futures Exchange

to the extent that such Market Disruption Event is material in the reasonable discretion (§ 315BGB) of the Calculation Agent. Any restriction of the trading hours or the number of days onwhich trading takes place on the Reference Market or, as the case may be, the DeterminingFutures Exchange shall not constitute a Market Disruption Event provided that the restrictionoccurs due to a previously announced change in the rules of the Reference Market or, as thecase may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

237

[In the case of Bonus Cap Securities where the Maximum Amount has already been specified, thefollowing applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

[In the case of Compo Bonus Cap Securities5 without Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Bonus Cap Securities6 without Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level.]

[In the case of Compo Bonus Cap Securities7 with Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (initial) / FX (final).]

[In the case of Compo Bonus Cap Securities8 with Nominal Amount where the Maximum Amount isstill to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (final) / FX (initial).]

[In the case of Bonus Cap Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Bonus Cap Securities with date-related Barrier observation, the followingapplies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

238

[In the case of Bonus Cap Securities with final Reference Price observation, the followingapplies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Bonus Cap Securities with final average observation, the following applies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Bonus Cap Securities with initial Reference Price observation, the followingapplies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Bonus Cap Securities with initial average observation, the following applies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Bonus Cap Securities with final Reference Price observation, the following applies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Bonus Cap Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Bonus Cap Securities with best-out observation, the following applies:

"R (final)" means the highest Reference Price during the Best-out Period.]

[In the case of Bonus Cap Securities where R (initial) has already been specified, the followingapplies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Bonus Cap Securities with initial Reference Price observation, the following applies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Bonus Cap Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

239

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"R (initial)" means the lowest Reference Price during the Worst-in Period.]

[In the case of Bonus Cap Securities where the Ratio has already been specified, the followingapplies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Bonus Cap Securities where the Ratio is still to be specified, the following applies:

"Ratio" means the Ratio which is calculated by the Calculation Agent as follows:

Ratio = Nominal Amount / R (initial)

The Ratio shall be rounded up or down to six decimals, with 0.0000005 being roundedupwards.]

[In the case of Bonus Cap Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Market" means the Reference Market as specified in the column "ReferenceMarket" in Table 2.1 in § 2 of the Product and Underlying Data.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data, published by theReference Market and expressed in the standard unit of the Underlying.

"Security Holder" means the holder of a Security.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Bonus Cap Securities with worst-in observation, the following applies:

"Worst-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Worst-in Period (including).]

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§ 2

Interest, Additional Amount

[In the case of Bonus Cap Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Bonus Cap Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Bonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities9 without Nominal Amount where the Bonus Amount is thesame as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

9 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

241

[In the case of Compo Bonus Cap Securities10 without Nominal Amount where the Bonus Amount isthe same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Bonus Amount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities11 with Nominal Amount where the Bonus Amount is thesame as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities12 with Nominal Amount where the Bonus Amount is thesame as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

10 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.11 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.12 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities without NominalAmount where the Bonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) xRatio.

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio.

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities13 without Nominal Amount where the Bonus Amount isnot the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio/ FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio /FX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities14 without Nominal Amount where the Bonus Amount isnot the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratiox FX (final).

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount corresponds to R (final) x Ratio xFX (final).

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of non-Quanto Bonus Cap Securities and Quanto Bonus Cap Securities with NominalAmount where the Bonus Amount is not the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

13 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.14 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities15 with Nominal Amount where the Bonus Amount is notthe same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (initial) / FX (final)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Compo Bonus Cap Securities16 with Nominal Amount where the Bonus Amount is notthe same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:.

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not lower than the Bonus Amount andnot greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x R (final) / R (initial) x FX (final) / FX (initial)

However, in this case, the Redemption Amount is not greater than the MaximumAmount.]

[In the case of Quanto Bonus Cap Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

15 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.16 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

[In the case of Bonus Cap Securities where the Specified Currency is the Euro, the following applies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Bonus Cap Securities where the Specified Currency is not Euro, the following applies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Bonus Cap Securities and in the case of Quanto Bonus Cap Securities, thefollowing applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a Market

245

Disruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Bonus Cap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and Financial

246

Centre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Relevant Trading Conditions, Adjustments, Replacement Reference Market

(1) Relevant Trading Conditions: The basis for the calculations or, respectively, specifications ofthe Calculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying taking in consideration

(a) the method of price determination,

(b) the trading conditions (in particular in terms of the quality, the quantity and thecurrency of trading) and

(c) other value determining factors,

applicable on the Reference Market in respect of the Underlying (together the "RelevantTrading Conditions"), unless otherwise provided in below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(3) Replacement Reference Market: In the event of

(a) a final discontinuation of the trading in the Underlying at the Reference Market,

(b) a material change of the market conditions at the Reference Market or

(c) a material limitation of the liquidity of the Underlying at the Reference Market,

with the trading in the same commodity being continued on another market withoutrestrictions, the Calculation Agent in its reasonable discretion (§ 315 BGB) shall determinethat such other market will be used in the future as Reference Market (the "ReplacementReference Market"). If necessary, the Calculation Agent will make further adjustments to theTerms and Conditions of these Securities (in particular to the Underlying, the Ratio and/or allprices of the Underlying, which have been specified by the Issuer) and/or all prices of theUnderlying determined by the Calculation Agent pursuant to the Terms and Conditions ofthese Securities in order to account for any difference in the method of price determinationand the trading conditions applicable to the Underlying on the Replacement Reference Market(in particular in terms of the quality, the quantity and the currency of trading) (together the"New Relevant Trading Conditions"), as compared to the original Relevant TradingConditions. The Replacement Reference Market and the performed adjustments and the timethat it is first applied will be published in accordance with § 6 of the General Conditions.

247

Commencing with the first application of the Replacement Reference Market, any reference tothe Reference Market in the Terms and Conditions of these Securities shall be deemed to referto the Replacement Reference Market, unless the context requires otherwise.

[In the case of Compo Bonus Cap Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

248

Product Type 4: Reverse Bonus Cap Securities

[Option 10: In the case of Reverse Bonus Cap Securities linked to a share or a depository receipt, thefollowing applies:

§ 1

Definitions

[In the case of Reverse Bonus Cap Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means each of the following events:

(a) each measure taken by the company that has issued the Underlying or by a third party,which would -due to a change in the legal and economic position, in particular achange in the company's fixed assets and capital- in the reasonable discretion (§ 315BGB) of the Calculation Agent, affect the Underlying not only immaterially (inparticular capital increase against cash contribution, issuance of Securities withoptions or conversion rights into shares, capital increase with company funds,distribution of special dividends, share splits, merger, liquidation, nationalisation);

(b) an early termination performed by the Determining Futures Exchange of the theretraded Derivatives of the Underlying;

(c) an adjustment performed by the Determining Futures Exchange of the there tradedDerivatives of the Underlying, or

(d) any event which is economically equivalent to one of the above-mentioned eventswith regard to its consequences on the Underlying.

[In the case of Reverse Bonus Cap Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Reverse Bonus Cap Securities where the Specified Currency is not the Euro, thefollowing applies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities where the Barrier has already been specified, thefollowing applies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

249

[In the case of Reverse Bonus Cap Securities where the Barrier is still to be specified, the followingapplies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Barrier Event" means that any price of the Underlying as published by the RelevantExchange with continuous observation during the Barrier Observation Period is equal to orgreater than the Barrier.]

[In the case of Reverse Bonus Cap Securities with date-related Barrier observation, the followingapplies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is greaterthan the Barrier.]

[In the case of Reverse Bonus Cap Securities where the Barrier is still to be specified, the followingapplies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"Best-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Best-in Period (including).]

[In the case of Reverse Bonus Cap Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities1 without Nominal Amount where the BonusAmount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities2 without Nominal Amount where the BonusAmount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

250

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

[In the case of Compo Reverse Bonus Cap Securities3 with Nominal Amount where the Bonus Amountis still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities4 with Nominal Amount where the Bonus Amountis still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

[In the case of Reverse Bonus Cap Securities where the Bonus Amount is still to be specified, thefollowing applies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Underlying is traded at the RelevantExchange.

[In the case of non-Quanto Reverse Bonus Cap Securities and in the case of Quanto Reverse BonusCap Securities, the following applies:

"Call Event" means Share Call Event.]

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

"Call Event" means Share Call Event or FX Call Event.]

[In the case of Reverse Bonus Cap Securities where the Maximum Amount is still to be specified, thefollowing applies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increased

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

251

substantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades with respect to the Underlying as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Reverse Bonus Cap Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Reverse Bonus Cap Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Reverse Bonus Cap Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Reverse Bonus Cap Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"First Day of the Worst-out Period" means the First Day of the Worst-out Period asspecified in the column "First Day of the Worst-out Period" in Table 1.3 in § 1 of the Productand Underlying Data.]

252

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

253

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Reverse Bonus Cap Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"Last Day of the Best-in Period" means the Last Day of the Best-in Period as specified in § 1of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) the failure of the Relevant Exchange to open for trading during its regular tradingsessions;

254

(b) the suspension or restriction of trading in the Underlying on the Relevant Exchange;

(c) in general the suspension or restriction of trading in a Derivative of the Underlying onthe Determining Futures Exchange;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Reverse Bonus Cap Securities where the Maximum Amount has already been specified,the following applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities5 without Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities6 without Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level.]

[In the case of Compo Reverse Bonus Cap Securities7 with Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (initial) / FX (final).]

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

255

[In the case of Compo Reverse Bonus Cap Securities8 with Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (final) / FX (initial).]

[In the case of Reverse Bonus Cap Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Reverse Bonus Cap Securities with date-related Barrier observation, thefollowing applies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

[In the case of Reverse Bonus Cap Securities with final Reference Price observation, thefollowing applies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with final average observation, the followingapplies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial Reference Price observation, thefollowing applies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

256

[In the case of Reverse Bonus Cap Securities with final Reference Price observation, the followingapplies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"R (final)" means the lowest Reference Price during the Worst-out Period.]

[In the case of Reverse Bonus Cap Securities where R (initial) has already been specified, thefollowing applies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"R (initial)" means the highest Reference Price during the Best-in Period.]

[In the case of Reverse Bonus Cap Securities without Nominal Amount, the following applies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the Relevant Exchange as specified in the column "RelevantExchange" in Table 2.1 in § 2 of the Product and Underlying Data.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the Underlying at the Relevant Exchange and thequotation at a different stock exchange or considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another stock exchange as the relevant exchange (the"Substitute Exchange"). In the event of a substitution, any reference in the Terms andConditions of these Securities to the Relevant Exchange shall be deemed to refer to theSubstitute Exchange.

257

[In the case of Reverse Bonus Cap Securities without Nominal Amount where the Reverse Amount hasalready been specified, the following applies:

"Reverse Amount" means the Reverse Amount as specified in the column "Reverse Amount"in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio.]

[In the case of Quanto Reverse Bonus Cap Securities without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities9 without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities10 without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio x FX (final).]

[In the case of Reverse Bonus Cap Securities without Nominal Amount where the Reverse Amount isstill to be specified and in the case of Reverse Bonus Cap Securities with Nominal Amount, thefollowing applies:

"Reverse Level" means the Reverse Level as specified in the column "Reverse Level" inTable 1.2 in § 1 of the Product and Underlying Data.]

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the Underlying, during which period settlement willcustomarily take place according to the rules of such Relevant Exchange.

"Share Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (1) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) the quotation of the Underlying at the Relevant Exchange is finally ceased and in thereasonable discretion (§ 315 BGB) of the Calculation Agent no Substitute RelevantExchange could be determined;

(c) the quotation of the Underlying at the Relevant Exchange no longer occurs in theUnderlying Currency;

[In the case of Reverse Bonus Cap Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs.]

9 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.10 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

258

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law occurs.]

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"Worst-out Period" means [Insert relevant day(s)] between the First Day of the Worst-outPeriod (including) and the Final Observation Date (including).]

§ 2

Interest, Additional Amount

[In the case of Reverse Bonus Cap Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Reverse Bonus Cap Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

259

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is the same as the Maximum Amount, the followingapplies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities11 without Nominal Amount where the BonusAmount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio / FX (final).

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities12 without Nominal Amount where the BonusAmount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio x FX (final).

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is the same as the Maximum Amount, the followingapplies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial))

11 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.12 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

260

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities13 with Nominal Amount where the Bonus Amountis the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) x FX(initial) / FX (final)

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities14 with Nominal Amount where the Bonus Amountis the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) x FX(final) / FX (initial)

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

Redemption Amount = Reverse Amount - R (final) x Ratio

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities15 without Nominal Amount where the BonusAmount is not the same as the Maximum Amount, the following applies:

Redemption Amount = Reverse Amount - R (final) x Ratio / FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

13 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.14 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.15 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

261

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities16 without Nominal Amount where the BonusAmount is not the same as the Maximum Amount, the following applies:

Redemption Amount = Reverse Amount - R (final) x Ratio x FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial))

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities17 with Nominal Amount where the Bonus Amountis not the same as the Maximum Amount, the following applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) xFX (initial) / FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities18 with Nominal Amount where the Bonus Amountis not the same as the Maximum Amount, the following applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) xFX (final) / FX (initial)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

16 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.17 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.18 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

262

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Quanto Reverse Bonus Cap Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

[In the case of Reverse Bonus Cap Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Reverse Bonus Cap Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, the

263

amount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).]

§ 7

Market Disruptions

[In the case of non-Quanto Reverse Bonus Cap Securities and in the case of Quanto Reverse BonusCap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

264

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Adjustments, Replacement Specification

(1) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(2) Replacement Specification: If a price of the Underlying published by the Relevant Exchangepursuant to the Terms and Conditions of these Securities will subsequently be corrected andthe correction (the "Corrected Value") will be published by the Relevant Exchange after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish the respective value by using the Corrected Value (the "Replacement Specification")pursuant to § 6 of the General Conditions.

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,

265

depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

266

[Option 11: In the case of Reverse Bonus Cap Securities linked to an index, the following applies:

§ 1

Definitions

[In the case of Reverse Bonus Cap Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means each of the following events:

(a) changes in the relevant Index Concept or the calculation of the Underlying, that in thereasonable discretion (§ 315 BGB) of the Calculation Agent result in a new relevantIndex Concept or calculation of the Underlying being no longer economicallyequivalent to the original relevant Index Concept or the original calculation of theUnderlying;

(b) the calculation or publication of the Underlying is finally discontinued, or replaced byanother index (the "Index Replacement Event");

(c) due to circumstances for which the Issuer is not responsible, the Issuer is no longerentitled to use the Underlying as basis for the calculations or, respectively,specifications described in the Terms and Conditions of these Securities; likewise theIssuer is not responsible for the termination of the license to use the Underlying due toan unacceptable increase in license fees (a "License Termination Event");

(d) any event which is economically equivalent to one of the above-mentioned events withregard to its consequences on the Underlying.

[In the case of Reverse Bonus Cap Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Reverse Bonus Cap Securities where the Specified Currency is not the Euro, thefollowing applies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities where the Barrier has already been specified, thefollowing applies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

267

[In the case of Reverse Bonus Cap Securities where the Barrier is still to be specified, the followingapplies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Barrier Event" means that any price of the Underlying as published by the Index Sponsoror, respectively the Index Calculation Agent with continuous observation during the BarrierObservation Period is equal to or greater than the Barrier.]

[In the case of Reverse Bonus Cap Securities with date-related Barrier observation, the followingapplies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is greaterthan the Barrier.]

[In the case of Reverse Bonus Cap Securities where the Barrier is still to be specified, the followingapplies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"Best-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Best-in Period (including).]

[In the case of Reverse Bonus Cap Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities1 without Nominal Amount where the BonusAmount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities2 without Nominal Amount where the BonusAmount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

268

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

[In the case of Compo Reverse Bonus Cap Securities3 with Nominal Amount where the Bonus Amountis still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities4 with Nominal Amount where the Bonus Amountis still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

[In the case of Reverse Bonus Cap Securities where the Bonus Amount is still to be specified, thefollowing applies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by the IndexSponsor or the Index Calculation Agent, as the case may be.

[In the case of non-Quanto Reverse Bonus Cap Securities and in the case of Quanto Reverse BonusCap Securities, the following applies:

"Call Event" means Index Call Event.]

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

"Call Event" means Index Call Event or FX Call Event.]

[In the case of Reverse Bonus Cap Securities where the Maximum Amount is still to be specified, thefollowing applies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increased

3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

269

substantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades in the securities that form the basis of the Underlying as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Reverse Bonus Cap Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Reverse Bonus Cap Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Reverse Bonus Cap Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Reverse Bonus Cap Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying or – if derivatives on the Underlying are not traded – itscomponents (the "Derivatives") are traded, and as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditionsin accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying orto its components at the Determining Futures Exchange or a considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another futures exchange as thedetermining futures exchange (the "Substitute Futures Exchange"). In the event of such asubstitution, any reference in the Terms and Conditions of these Securities to the DeterminingFutures Exchange, depending on the context, shall be deemed to refer to the SubstituteFutures Exchange.

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"First Day of the Worst-out Period" means the First Day of the Worst-out Period asspecified in the column "First Day of the Worst-out Period" in Table 1.3 in § 1 of the Productand Underlying Data.]

270

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

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"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Reverse Bonus Cap Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Index Calculation Agent" means the Index Calculation Agent as specified in the column"Index Calculation Agent" in Table 2.1 in § 2 of the Product and Underlying Data.

"Index Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Underlying is available;

(c) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitablesubstitute for the Index Sponsor and/or the Index Calculation Agent is available;

[In the case of Reverse Bonus Cap Securities that are not expected to be listed on the ItalianStock Exchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs;]

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

272

(d) a Change in Law occurs;]

(e) the Underlying is no longer calculated or published in the Underlying Currency.

"Index Sponsor" means the Index Sponsor as specified in the column "Index Sponsor" inTable 2.1 in § 2 of the Product and Underlying Data.

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"Last Day of the Best-in Period" means the Last Day of the Best-in Period as specified in § 1of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) in general the suspension or restriction of trading on the exchanges or the markets onwhich the securities that form the basis of the Underlying are listed or traded, or on therespective futures exchanges or on the markets on which Derivatives of theUnderlying are listed or traded;

(b) in relation to individual securities which form the basis of the Underlying, thesuspension or restriction of trading on the exchanges or on the markets on which suchsecurities are traded or on the respective futures exchange or the markets on whichderivatives of such securities are traded;

(c) in relation to individual Derivatives of the Underlying, the suspension or restriction oftrading on the futures exchanges or the markets on which such derivatives are traded;

(d) the suspension of or failure or the non-publication of the calculation of the Underlyingas a result of a decision by the Index Sponsor or the Index Calculation Agent;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Reverse Bonus Cap Securities where the Maximum Amount has already been specified,the following applies:

"Maximum Amount" means the Maximum Amount as specified in the column "Maximum

273

Amount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities5 without Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities6 without Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level.]

[In the case of Compo Reverse Bonus Cap Securities7 with Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (initial) / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities8 with Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (final) / FX (initial).]

[In the case of Reverse Bonus Cap Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Reverse Bonus Cap Securities with date-related Barrier observation, thefollowing applies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified inthe column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

[In the case of Reverse Bonus Cap Securities with final Reference Price observation, thefollowing applies:

"Final Observation Date" means the Final Observation Date as specified in the column

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

274

"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with final average observation, the followingapplies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial Reference Price observation, thefollowing applies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Reverse Bonus Cap Securities with final Reference Price observation, the followingapplies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"R (final)" means the lowest Reference Price during the Worst-out Period.]

[In the case of Reverse Bonus Cap Securities where R (initial) has already been specified, thefollowing applies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

275

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"R (initial)" means the highest Reference Price during the Best-in Period.]

[In the case of Reverse Bonus Cap Securities without Nominal Amount, the following applies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Relevant Exchange" means the exchange, on which the components of the Underlying aretraded, as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB) byway of notice pursuant to § 6 of the General Conditions in accordance with such components'liquidity.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the components of the Underlying at the RelevantExchange and the quotation at a different stock exchange or considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another stock exchange as the relevantexchange (the "Substitute Exchange"). In the event of a substitution, any reference in theTerms and Conditions of these Securities to the Relevant Exchange shall be deemed to refer tothe Substitute Exchange.

[In the case of Reverse Bonus Cap Securities without Nominal Amount where the Reverse Amount hasalready been specified, the following applies:

"Reverse Amount" means the Reverse Amount as specified in the column "Reverse Amount"in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio.]

[In the case of Quanto Reverse Bonus Cap Securities without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities9 without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio / FX (final).]

9 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

276

[In the case of Compo Reverse Bonus Cap Securities10 without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio x FX (final).]

[In the case of Reverse Bonus Cap Securities without Nominal Amount where the Reverse Amount isstill to be specified and in the case of Reverse Bonus Cap Securities with Nominal Amount, thefollowing applies:

"Reverse Level" means the Reverse Level as specified in the column "Reverse Level" inTable 1.2 in § 1 of the Product and Underlying Data.]

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the securities that form the basis of the Underlying,during which period settlement will customarily take place according to the rules of suchRelevant Exchange.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data. The Underlying is specified by the Index Sponsor andis calculated by the Index Calculation Agent.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"Worst-out Period" means [Insert relevant day(s)] between the First Day of the Worst-outPeriod (including) and the Final Observation Date (including).]

§ 2

Interest, Additional Amount

[In the case of Reverse Bonus Cap Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Reverse Bonus Cap Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respective

10 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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Additional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is the same as the Maximum Amount, the followingapplies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities11 without Nominal Amount where the BonusAmount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio / FX (final).

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities12 without Nominal Amount where the BonusAmount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

11 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.12 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

278

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio x FX (final).

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is the same as the Maximum Amount, the followingapplies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial))

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities13 with Nominal Amount where the Bonus Amountis the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) x FX(initial) / FX (final)

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities14 with Nominal Amount where the Bonus Amountis the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) x FX(final) / FX (initial)

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

13 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.14 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

279

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

Redemption Amount = Reverse Amount - R (final) x Ratio

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities15 without Nominal Amount where the BonusAmount is not the same as the Maximum Amount, the following applies:

Redemption Amount = Reverse Amount - R (final) x Ratio / FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities16 without Nominal Amount where the BonusAmount is not the same as the Maximum Amount, the following applies:

Redemption Amount = Reverse Amount - R (final) x Ratio x FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial))

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

15 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.16 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

280

[In the case of Compo Reverse Bonus Cap Securities17 with Nominal Amount where the Bonus Amountis not the same as the Maximum Amount, the following applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) xFX (initial) / FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities18 with Nominal Amount where the Bonus Amountis not the same as the Maximum Amount, the following applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) xFX (final) / FX (initial)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Quanto Reverse Bonus Cap Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

17 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.18 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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§ 6

Payments

[In the case of Reverse Bonus Cap Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Reverse Bonus Cap Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Reverse Bonus Cap Securities and in the case of Quanto Reverse BonusCap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of the

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Underlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New IndexCalculation Agent, Replacement Specification

(1) Index Concept: The basis for the calculations or, respectively, specifications of theCalculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying with its provisions currently applicable, as developed and maintained by the IndexSponsor, as well as the respective method of calculation, determination, and publication of theprice of the Underlying (the "Index Concept") applied by the Index Sponsor. This shall alsoapply if during the term of the Securities changes are made or occur in respect of the IndexConcept, or if other measures are taken, which have an impact on the Index Concept, unless

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otherwise provided in the below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(3) Replacement Underlying: In cases of an Index Replacement Event or a License TerminationEvent, the adjustment pursuant to paragraph (2) is usually made by the Calculation Agent inits reasonable discretion (§ 315 BGB) determining, which index should be used in the futureas Underlying (the "Replacement Underlying"). If necessary, the Calculation Agent willmake further adjustments to the Terms and Conditions of these Securities (in particular to theUnderlying, the Ratio and/or all prices of the Underlying, which have been specified by theIssuer) and/or all prices of the Underlying determined by the Calculation Agent pursuant tothe Terms and Conditions of these Securities in such a way that the economic position of theSecurity Holders remains unchanged to the greatest extent possible. The ReplacementUnderlying and the adjustments made as well as the time of its first application will bepublished in accordance with § 6 of the General Conditions. From the first application of theReplacement Underlying on, any reference to the Underlying in the Terms and Conditions ofthese Securities shall be deemed to refer to the Replacement Underlying, unless the contextrequires otherwise.

(4) New Index Sponsor and New Index Calculation Agent: If the Underlying is no longerdetermined by the Index Sponsor but rather by another person, company or institution (the"New Index Sponsor"), then all calculations or, respectively, specifications described in theTerms and Conditions of these Securities shall occur on the basis of the Underlying asdetermined by the New Index Sponsor. In this case, any reference to the Index Sponsor shallbe deemed as referring to the New Index Sponsor, depending on the context. If the Underlyingis no longer calculated by the Index Calculation Agent but rather by another person, companyor institution (the "New Index Calculation Agent"), then all calculations or, respectively,specifications described in the Terms and Conditions of these Securities shall occur on thebasis of the Underlying as calculated by the New Index Calculation Agent. In this case, anyreference to the Index Calculation Agent shall be deemed as referring to the New IndexCalculation Agent, unless the context requires otherwise.

(5) Replacement Specification: If a price of the Underlying published by the Index Sponsor or theIndex Calculation Agent, as the case may be, pursuant to the Terms and Conditions of theseSecurities will subsequently be corrected and the correction (the "Corrected Value") will bepublished by the Index Sponsor or the Index Calculation Agent, as the case may be, after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value without undue delay and shall again specify andpublish pursuant to § 6 of the General Conditions the relevant value by using the CorrectedValue (the "Replacement Specification").

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[In the case of Compo Reverse Bonus Cap Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

285

[Option 12: In the case of Reverse Bonus Cap Securities linked to a commodity, the following applies:

§ 1

Definitions

[In the case of Reverse Bonus Cap Securities with Additional Amount, the following applies:

"Additional Amount (l)" means the Additional Amount (l) as specified in the column"Additional Amount (l)" in Table 1.4 in § 1 of the Product and Underlying Data.

"Additional Amount Payment Date (l)" means the respective Additional Amount PaymentDate (l) as specified in the column "Additional Amount Payment Date (l)" in Table 1.4 in § 1 ofthe Product and Underlying Data.]

"Adjustment Event" means any changes in the Relevant Trading Conditions of the Underlyingthat lead to a situation where, in the reasonable discretion (§ 315 BGB) of the CalculationAgent, as a result of the change, the changed trading conditions are no longer economicallyequivalent to the Relevant Trading Conditions prior to the change.

[In the case of Reverse Bonus Cap Securities where the Specified Currency is the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Reverse Bonus Cap Securities where the Specified Currency is not the Euro, thefollowing applies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities where the Barrier has already been specified, thefollowing applies:

"Barrier" means the Barrier as specified in the column "Barrier" in Table 1.2 in § 1 of theProduct and Underlying Data.]

[In the case of Reverse Bonus Cap Securities where the Barrier is still to be specified, the followingapplies:

"Barrier" means Barrier Level x R (initial).]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Barrier Event" means that any price of the Underlying as published by the ReferenceMarket with continuous observation during the Barrier Observation Period is equal to orgreater than the Barrier.]

[In the case of Reverse Bonus Cap Securities with date-related Barrier observation, the followingapplies:

"Barrier Event" means that any Reference Price on any Barrier Observation Date is greaterthan the Barrier.]

286

[In the case of Reverse Bonus Cap Securities where the Barrier is still to be specified, the followingapplies:

"Barrier Level" means the Barrier Level as specified in the column "Barrier Level" in Table1.2 in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Barrier Observation Period" means each Calculation Date from the First Day of the BarrierObservation Period (including) to the Last Day of the Barrier Observation Period (including).]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"Best-in Period" means [Insert relevant day(s)] between the Initial Observation Date(including) and the Last Day of the Best-in Period (including).]

[In the case of Reverse Bonus Cap Securities where the Bonus Amount has already been specified, thefollowing applies:

"Bonus Amount" means the Bonus Amount as specified in the column "Bonus Amount" inTable 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities1 without Nominal Amount where the BonusAmount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities2 without Nominal Amount where the BonusAmount is still to be specified, the following applies:

"Bonus Amount" means Bonus Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level.]

[In the case of Compo Reverse Bonus Cap Securities3 with Nominal Amount where the Bonus Amountis still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (initial) / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities4 with Nominal Amount where the Bonus Amountis still to be specified, the following applies:

"Bonus Amount" means Nominal Amount x Bonus Level x FX (final) / FX (initial).]

1 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.2 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.3 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.4 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

287

[In the case of Reverse Bonus Cap Securities where the Bonus Amount is still to be specified, thefollowing applies:

"Bonus Level" means the Bonus Level as specified in the column "Bonus Level" in Table 1.2in § 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by theReference Market.

[In the case of non-Quanto Reverse Bonus Cap Securities and in the case of Quanto Reverse BonusCap Securities, the following applies:

"Call Event" means Commodity Call Event.]

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

"Call Event" means Commodity Call Event or FX Call Event.]

[In the case of Reverse Bonus Cap Securities where the Maximum Amount is still to be specified, thefollowing applies:

"Cap Level" means the Cap Level as specified in the column "Cap Level" in Table 1.2 in § 1of the Product and Underlying Data.]

"Change in Law" means that due to

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

[In the case of Reverse Bonus Cap Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Reverse Bonus Cap Securities with CBL and Euroclear Bank as Clearing System, thefollowing applies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear are individually referred toas an "ICSD" (International Central Securities Depository) and, collectively, the "ICSDs").]

[In the case of Reverse Bonus Cap Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

288

[In the case of Reverse Bonus Cap Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Commodity Call Event" means each of the following:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Reference Market is available or could be determined;

[In the case of Reverse Bonus Cap Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(c) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccur/s;]

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(c) a Change in Law occurs;]

(d) the Underlying is no longer calculated or published in the Underlying Currency.

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying (the "Derivatives") are traded, and as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) by way of notice pursuant to § 6of the General Conditions in accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying atthe Determining Futures Exchange or a considerably restricted number or liquidity, theCalculation Agent will in its reasonable discretion (§ 315 BGB) by way of notice pursuant to§ 6 of the General Conditions determine another futures exchange as the determining futuresexchange (the "Substitute Futures Exchange"). In the event of such a substitution, anyreference in the Terms and Conditions of these Securities to the Determining FuturesExchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"First Day of the Worst-out Period" means the First Day of the Worst-out Period asspecified in the column "First Day of the Worst-out Period" in Table 1.3 in § 1 of the Productand Underlying Data.]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"First Day of the Barrier Observation Period" means the First Day of the BarrierObservation Period as specified in § 1 of the Product and Underlying Data.]

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

289

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such as catastrophes,war, terror, insurgency, restrictions on payment transactions, entering of the currencyused for the calculation into the European Economic Monetary Union, withdrawing ofthe relevant country from the European Economic Monetary Union and othercircumstances having a comparable impact on FX) the reliable determination of FX isimpossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (initial)" means FX on the FX Observation Date (initial).

"FX (final)" means FX on the FX Observation Date (final).

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Observation Date (initial)" means the FX Calculation Date immediately preceding theInitial Observation Date.

"FX Observation Date (final)" means the FX Calculation Date immediately following theFinal Observation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

290

[In the case of Reverse Bonus Cap Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amount oftaxes, duties, expenditures and fees (with the exception of broker fees) compared to the FirstTrade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Reverse Bonus Cap Securities with continuous Barrier observation, the followingapplies:

"Last Day of the Barrier Observation Period" means the Last Day of the BarrierObservation Period as specified in the column "Last Day of the Barrier Observation Period" inTable 1.3 in § 1 of the Product and Underlying Data.]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"Last Day of the Best-in Period" means the Last Day of the Best-in Period as specified in § 1of the Product and Underlying Data.]

"Market Disruption Event" means each of the following events:

(a) the suspension or the restriction of trading or the price determination of theUnderlying on the Reference Market or

(b) the suspension or restriction of trading in a Derivative of the Underlying on theDetermining Futures Exchange

to the extent that such Market Disruption Event is material in the reasonable discretion (§ 315BGB) of the Calculation Agent. Any restriction of the trading hours or the number of days onwhich trading takes place on the Reference Market or, as the case may be, the DeterminingFutures Exchange shall not constitute a Market Disruption Event provided that the restriction

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occurs due to a previously announced change in the rules of the Reference Market or, as thecase may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Reverse Bonus Cap Securities where the Maximum Amount has already been specified,the following applies:

"Maximum Amount" means the Maximum Amount as specified in the column "MaximumAmount" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities5 without Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities6 without Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Cap Level x R (initial) x Ratio x FX (final).]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Maximum Amount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level.]

[In the case of Compo Reverse Bonus Cap Securities7 with Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (initial) / FX (final).]

[In the case of Compo Reverse Bonus Cap Securities8 with Nominal Amount where the MaximumAmount is still to be specified, the following applies:

"Maximum Amount" means Nominal Amount x Cap Level x FX (final) / FX (initial).]

[In the case of Reverse Bonus Cap Securities with Nominal Amount, the following applies:

"Nominal Amount" means the Nominal Amount as specified in § 1 of the Product andUnderlying Data.]

"Observation Date" means each of the following Observation Dates:

[In the case of Reverse Bonus Cap Securities with date-related Barrier observation, thefollowing applies:

"Barrier Observation Date" means each of the Barrier Observation Dates as specified in

5 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.6 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.7 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.8 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the SpecifiedCurrency.

292

the column "Barrier Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If a Barrier Observation Date is not a Calculation Date, the immediately followingBanking Day, which is a Calculation Date shall be the respective Barrier ObservationDate.]

[In the case of Reverse Bonus Cap Securities with final Reference Price observation, thefollowing applies:

"Final Observation Date" means the Final Observation Date as specified in the column"Final Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theFinal Observation Date is not a Calculation Date the immediately following Banking Day,which is a Calculation Date shall be the Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with final average observation, the followingapplies:

"Final Observation Date" means each of the Final Observation Dates as specified in thecolumn "Final Observation Dates" in Table 1.3 in § 1 of the Product and Underlying Data.If a Final Observation Date is not a Calculation Date the immediately following BankingDay which is a Calculation Date shall be the respective Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial Reference Price observation, thefollowing applies:

"Initial Observation Date" means the Initial Observation Date as specified in the column"Initial Observation Date" in Table 1.3 in § 1 of the Product and Underlying Data. If theInitial Observation Date is not a Calculation Date, the immediately following BankingDay, which is a Calculation Date shall be the Initial Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial average observation, the followingapplies:

"Initial Observation Date" means each of the Initial Observation Dates as specified inthe column "Initial Observation Dates" in Table 1.3 in § 1 of the Product and UnderlyingData. If an Initial Observation Date is not a Calculation Date the immediately followingBanking Day which is a Calculation Date shall be the respective Initial Observation Date.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Reverse Bonus Cap Securities with final Reference Price observation, the followingapplies:

"R (final)" means the Reference Price on the Final Observation Date.]

[In the case of Reverse Bonus Cap Securities with final average observation, the following applies:

"R (final)" means the equally weighted average of the Reference Prices specified on the FinalObservation Dates.]

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"R (final)" means the lowest Reference Price during the Worst-out Period.]

[In the case of Reverse Bonus Cap Securities where R (initial) has already been specified, thefollowing applies:

"R (initial)" means R (initial) as specified in the column "R (initial)" in Table 1.2 in § 1 of theProduct and Underlying Data.]

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[In the case of Reverse Bonus Cap Securities with initial Reference Price observation, the followingapplies:

"R (initial)" means the Reference Price on the Initial Observation Date.]

[In the case of Reverse Bonus Cap Securities with initial average observation, the following applies:

"R (initial)" means the equally weighted average of the specified Reference Prices on theInitial Observation Dates.]

[In the case of Reverse Bonus Cap Securities with best-in observation, the following applies:

"R (initial)" means the highest Reference Price during the Best-in Period.]

[In the case of Reverse Bonus Cap Securities without Nominal Amount, the following applies:

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.]

[In the case of Reverse Bonus Cap Securities that are expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

"Record Date" means the Record Date as specified in the column "Record Date" in Table 1.4in § 1 of the Product and Underlying Data.]

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Reference Market" means the Reference Market as specified in the column "ReferenceMarket" in Table 2.1 in § 2 of the Product and Underlying Data.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data, published by theReference Market and expressed in the standard unit of the Underlying.

[In the case of Reverse Bonus Cap Securities without Nominal Amount where the Reverse Amount hasalready been specified, the following applies:

"Reverse Amount" means the Reverse Amount as specified in the column "Reverse Amount"in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of non-Quanto Reverse Bonus Cap Securities without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio.]

[In the case of Quanto Reverse Bonus Cap Securities without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio.]

[In the case of Compo Reverse Bonus Cap Securities9 without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio / FX (final).]

9 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

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[In the case of Compo Reverse Bonus Cap Securities10 without Nominal Amount where the ReverseAmount is still to be specified, the following applies:

"Reverse Amount" means Reverse Level x R (initial) x Ratio x FX (final).]

[In the case of Reverse Bonus Cap Securities without Nominal Amount where the Reverse Amount isstill to be specified and in the case of Reverse Bonus Cap Securities with Nominal Amount, thefollowing applies:

"Reverse Level" means the Reverse Level as specified in the column "Reverse Level" inTable 1.2 in § 1 of the Product and Underlying Data.]

"Security Holder" means the holder of a Security.

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

[In the case of Reverse Bonus Cap Securities with worst-out observation, the following applies:

"Worst-out Period" means [Insert relevant day(s)] between the First Day of the Worst-outPeriod (including) and the Final Observation Date (including).]

§ 2

Interest, Additional Amount

[In the case of Reverse Bonus Cap Securities without Additional Amount, the following applies:

The Securities do not bear interest or any additional amount.]

[In the case of Reverse Bonus Cap Securities with Additional Amount, the following applies:

(1) Interest: The Securities do not bear interest.

(2) Additional Amount: The respective Additional Amount (l) will be paid on the respectiveAdditional Amount Payment Date (l) pursuant to the provisions of § 6 of the SpecialConditions.]

10 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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§ 3

Redemption

Redemption: The Securities shall be redeemed by payment of the Redemption Amount on theMaturity Date pursuant to the provisions of § 6 of the Special Conditions.

§ 4

Redemption Amount

Redemption Amount: The Redemption Amount corresponds to an amount in the SpecifiedCurrency calculated or specified by the Calculation Agent as follows:

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is the same as the Maximum Amount, the followingapplies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities11 without Nominal Amount where the BonusAmount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio / FX (final).

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities12 without Nominal Amount where the BonusAmount is the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Reverse Amount - R (final) x Ratio x FX (final).

11 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.12 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is the same as the Maximum Amount, the followingapplies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial))

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities13 with Nominal Amount where the Bonus Amountis the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) x FX(initial) / FX (final)

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of Compo Reverse Bonus Cap Securities14 with Nominal Amount where the Bonus Amountis the same as the Maximum Amount, the following applies:

- If no Barrier Event has occurred the Redemption Amount corresponds to the MaximumAmount.

- If a Barrier Event has occurred the Redemption Amount is specified according to thefollowing formula:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) x FX(final) / FX (initial)

However, the Redemption Amount is not lower than zero and not greater than theMaximum Amount.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswithout Nominal Amount where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

Redemption Amount = Reverse Amount - R (final) x Ratio

13 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.14 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities15 without Nominal Amount where the BonusAmount is not the same as the Maximum Amount, the following applies:

Redemption Amount = Reverse Amount - R (final) x Ratio / FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities16 without Nominal Amount where the BonusAmount is not the same as the Maximum Amount, the following applies:

Redemption Amount = Reverse Amount - R (final) x Ratio x FX (final)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of non-Quanto Reverse Bonus Cap Securities and Quanto Reverse Bonus Cap Securitieswith Nominal Amount where the Bonus Amount is not the same as the Maximum Amount, thefollowing applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial))

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities17 with Nominal Amount where the Bonus Amountis not the same as the Maximum Amount, the following applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) xFX (initial) / FX (final)

15 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.16 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.17 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the SpecifiedCurrency.

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- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Compo Reverse Bonus Cap Securities18 with Nominal Amount where the Bonus Amountis not the same as the Maximum Amount, the following applies:

Redemption Amount = Nominal Amount x (Reverse Level - R (final) / R (initial)) xFX (final) / FX (initial)

- If no Barrier Event has occurred the Redemption Amount, however, is not lower than theBonus Amount and not greater than the Maximum Amount.

- If a Barrier Event has occurred the Redemption Amount, however, is not greater than theMaximum Amount.

However, the Redemption Amount is not lower than zero in either case.]

[In the case of Quanto Reverse Bonus Cap Securities without Nominal Amount, the following applies:

For the purposes of the calculation of the Redemption Amount one unit of the UnderlyingCurrency corresponds to one unit of the Specified Currency.]

§ 5

Issuer's Extraordinary Call Right

Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at thetime of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

18 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as theSpecified Currency.

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§ 6

Payments

[In the case of Reverse Bonus Cap Securities where the Specified Currency is the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Reverse Bonus Cap Securities where the Specified Currency is not Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

§ 7

Market Disruptions

[In the case of non-Quanto Reverse Bonus Cap Securities and in the case of Quanto Reverse BonusCap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

Any Payment Date relating to such Observation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of the

300

Underlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.]

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on an Observation Date, the respective Observation Date will bepostponed to the next following Calculation Date on which the Market Disruption Event nolonger exists.

If a FX Market Disruption Event occurs on a FX Observation Date, the respective FXObservation Date will be postponed to the next following FX Calculation Date on which theFX Market Disruption Event no longer exists.

Any Payment Date relating to such Observation Date or FX Observation Date, as the case maybe, shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial Centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Observation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of BankingDays] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and FinancialCentre] on this [Insert number of following Banking Day] Banking Day, taking into accountthe economic position of the Security Holders.]

§ 8

Relevant Trading Conditions, Adjustments, Replacement Reference Market

(1) Relevant Trading Conditions: The basis for the calculations or, respectively, specifications ofthe Calculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying taking in consideration

(a) the method of price determination,

(b) the trading conditions (in particular in terms of the quality, the quantity and thecurrency of trading) and

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(c) other value determining factors,

applicable on the Reference Market in respect of the Underlying (together the "RelevantTrading Conditions"), unless otherwise provided in below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer) and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed taking into consideration any adjustments made by theDetermining Futures Exchange to the there traded Derivatives linked to the Underlying, andthe remaining term of the Securities as well as the latest available price of the Underlying. Ifthe Calculation Agent determines that, pursuant to the rules of the Determining FuturesExchange, no adjustments were made to the Derivatives linked to the Underlying, the Termsand Conditions of these Securities regularly remain unchanged. The exercised adjustments andthe date of the first application shall be notified pursuant to § 6 of the General Conditions.

(3) Replacement Reference Market: In the event of

(a) a final discontinuation of the trading in the Underlying at the Reference Market,

(b) a material change of the market conditions at the Reference Market or

(c) a material limitation of the liquidity of the Underlying at the Reference Market,

with the trading in the same commodity being continued on another market withoutrestrictions, the Calculation Agent in its reasonable discretion (§ 315 BGB) shall determinethat such other market will be used in the future as Reference Market (the "ReplacementReference Market"). If necessary, the Calculation Agent will make further adjustments to theTerms and Conditions of these Securities (in particular to the Underlying, the Ratio and/or allprices of the Underlying, which have been specified by the Issuer) and/or all prices of theUnderlying determined by the Calculation Agent pursuant to the Terms and Conditions ofthese Securities in order to account for any difference in the method of price determinationand the trading conditions applicable to the Underlying on the Replacement Reference Market(in particular in terms of the quality, the quantity and the currency of trading) (together the"New Relevant Trading Conditions"), as compared to the original Relevant TradingConditions. The Replacement Reference Market and the performed adjustments and the timethat it is first applied will be published in accordance with § 6 of the General Conditions.Commencing with the first application of the Replacement Reference Market, any reference tothe Reference Market in the Terms and Conditions of these Securities shall be deemed to referto the Replacement Reference Market, unless the context requires otherwise.

[In the case of Compo Reverse Bonus Cap Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). In

302

this case each reference to the Fixing Sponsor in the Terms and Conditions of these Securities,depending on the context, shall be deemed to refer to the New Fixing Sponsor. The NewFixing Sponsor and the time of its first application shall be published pursuant to § 6 of theGeneral Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]

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Product Type 5: Closed End Securities

[Option 13: In the case of Closed End Securities linked to an index, the following applies:

§ 1

Definitions

"Adjustment Event" means each of the following events:

(a) changes in the relevant Index Concept or the calculation of the Underlying, that in thereasonable discretion (§ 315 BGB) of the Calculation Agent result in a new relevantIndex Concept or calculation of the Underlying being no longer economicallyequivalent to the original relevant Index Concept or the original calculation of theUnderlying;

(b) the calculation or publication of the Underlying is finally discontinued, or replaced byanother index (the "Index Replacement Event");

(c) due to circumstances for which the Issuer is not responsible, the Issuer is no longerentitled to use the Underlying as basis for the calculations or, respectively,specifications described in the Terms and Conditions of these Securities; likewise theIssuer is not responsible for the termination of the license to use the Underlying due toan unacceptable increase in license fees (a "License Termination Event");

(d) any event which is economically equivalent to one of the above-mentioned eventswith regard to its consequences on the Underlying.

[In the case of Closed End Securities where the Specified Currency is the Euro, the following applies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem and the Trans-European Automated Real-time Gross settlement Express Transfer-System (TARGET2) (the "TARGET2") are open for business.]

[In the case of Closed End Securities where the Specified Currency is not the Euro, the followingapplies:

"Banking Day" means each day (other than a Saturday or Sunday) on which the ClearingSystem is open for business and commercial banks and foreign exchange markets settlepayments in the Banking Day Financial Centre.

"Banking Day Financial Centre" means the Banking Day Financial Centre as specified in§ 1 of the Product and Underlying Data.]

"Calculation Agent" means the Calculation Agent as specified in § 2 (2) of the GeneralConditions.

"Calculation Date" means each day on which the Reference Price is published by the IndexSponsor or the Index Calculation Agent, as the case may be.

"Call Date" means the Call Date as defined in § 5 (2) of the Special Conditions.

[In the case of non-Quanto Closed End Securities and in the case of Quanto Closed End Securities,the following applies:

"Call Event" means Index Call Event.]

[In the case of Compo Closed End Securities, the following applies:

"Call Event" means Index Call Event or FX Call Event.]

"Change in Law" means that due to

304

(a) the coming into effect of changes in laws or regulations (including but not limited totax laws or capital market provisions) or

(b) a change in relevant case law or administrative practice (including but not limited tothe administrative practice of the tax or financial supervisory authorities),

in the reasonable discretion (§ 315 BGB) of the Issuer

(a) the holding, acquisition or sale of the Underlying or assets that are needed in order tohedge price risks or other risks with respect to its obligations under the Securities is orbecomes wholly or partially illegal for the Issuer or

(b) the costs associated with the obligations under the Securities have increasedsubstantially (including but not limited to an increase in tax obligations, the reductionof tax benefits or other negative consequences with regard to tax treatment),

if such changes become effective on or after the First Trade Date.

"Clearance System" means the principal domestic clearance system customarily used forsettling trades in the securities that form the basis of the Underlying as determined by theCalculation Agent in its reasonable discretion (§ 315 BGB).

"Clearance System Business Day" means, with respect to the Clearance System, any day(other than a Saturday or Sunday) on which such Clearance System is open for the acceptanceand execution of settlement instructions.

[In the case of Closed End Securities with CBF as Clearing System, the following applies:

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("CBF").]

[In the case of Closed End Securities with CBL and Euroclear Bank as Clearing System, the followingapplies:

"Clearing System" means Clearstream Banking société anonyme, Luxembourg ("CBL") andEuroclear Bank SA/NV ("Euroclear Bank") (CBL and Euroclear Bank are individuallyreferred to as an "ICSD" (International Central Securities Depositary) and, collectively, the"ICSDs").]

[In the case of Closed End Securities with Euroclear France as Clearing System, the followingapplies:

"Clearing System" means Euroclear France SA ("Euroclear France").]

[In the case of Closed End Securities with another Clearing System, the following applies:

"Clearing System" means [Insert other Clearing System(s)].]

"Determining Futures Exchange" means the futures exchange, on which respectivederivatives of the Underlying or – if derivatives on the Underlying are not traded – itscomponents (the "Derivatives") are traded, and as determined by the Calculation Agent in itsreasonable discretion (§ 315 BGB) by way of notice pursuant to § 6 of the General Conditionsin accordance with such Derivative's number or liquidity.

In the case of a material change in the market conditions at the Determining FuturesExchange, such as a final discontinuation of derivatives' quotation linked to the Underlying orto its components at the Determining Futures Exchange or a considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another futures exchange as thedetermining futures exchange (the "Substitute Futures Exchange"). In the event of such asubstitution, any reference in the Terms and Conditions of these Securities to the Determining

305

Futures Exchange, depending on the context, shall be deemed to refer to the Substitute FuturesExchange.

[In the case of Closed End Securities linked to a distributing index as Underlying, the followingapplies:

"Dividend Market Disruption Event" means each of the following events:

(a) the non-calculation of the Theoretical Cash Component by the Index CalculationAgent for a Dividend Observation Date (k) (with k = 1, 2, …);

(b) the Theoretical Cash Component is neither published by the Index Calculation Agentnor provided to the Calculation Agent by the Index Sponsor.

"Dividend Amount (k)" (with k = 1, 2, …) means the respective Dividend Amount (k) ascalculated by the Calculation Agent pursuant to § 3 of the Special Conditions

"Dividend Amount Payment Date (k)" (with k = 1, 2, …) is five Banking Days after therespective Dividend Observation Date (k) (with k = 1, 2, …).

"Dividend Observation Date (k)" (with k = 0, 1, 2, …) means the second last CalculationDate of the months [Insert month(s)] of each year, where k = 1 is the Dividend ObservationDate immediately following the First Trade Date.

"Dividend Period (k)" means each calendar day from the Dividend Observation Date (k-1)(with k = 1, 2, …) (excluding) to the Dividend Observation Date (k) (with k = 1, 2, …)(including).

The "Dividend Value (k)" (with k = 1, 2, …) will be determined for the respective DividendPeriod (k) (with k = 1, 2, …) as the value of the theoretical cash component of the Underlying(the "Theoretical Cash Component") as calculated by the Index Calculation Agent on therespective Dividend Observation Date (k) (with k = 1, 2, …) and published on the Issuer´swebsite [Insert website] (or any successor website) with the respective product information.The Theoretical Cash Component reflects the sum of the net dividend payments of thecomponents of the Underlying during the relevant Dividend Period (k) (with k = 1, 2, …) asdetermined by the Index Calculation Agent and accrued interest on a daily basis at thecurrently valid EONIA-rate (Euro OverNight Index Average rate). After each DividendObservation Date (k) (with k = 1, 2, …), the Theoretical Cash Component will be reset to zeroand newly calculated. The method of calculating the Theoretical Cash Component by theIndex Calculation Agent including the calculation of the net dividend payments will beavailable on the website of the Index Calculation Agent [Insert website] (or any successorwebsite).]

[In the case of Closed End Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Expiry Date" means the Expiry Date as specified in the column "Expiry Date" in Table 1.2in § 1 of the Product and Underlying Data.]

"First Call Date" means the First Call Date as specified in § 1 of the Product and UnderlyingData.

"First Redemption Date" means the First Redemption Date as specified in § 1 of the Productand Underlying Data.

"First Trade Date" means the First Trade Date as specified in § 1 of the Product andUnderlying Data.

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[In the case of Compo Closed End Securities, the following applies:

"Fixing Sponsor" means the Fixing Sponsor as specified in § 1 of the Product and UnderlyingData.

"FX" means the official fixing of the FX Exchange Rate as published by the Fixing Sponsoron the FX Screen Page (or any successor page).

"FX Calculation Date" means each day on which FX is published by the Fixing Sponsor.

"FX Call Event" means each of the following events:

(a) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitable NewFixing Sponsor (as specified in § 9 (1) of the Special Conditions) or ReplacementExchange Rate (as specified in § 9 (2) of the Special Conditions) is available;

(b) due to the occurrence of special circumstances or force majeure (such ascatastrophes, war, terror, insurgency, restrictions on payment transactions, enteringof the currency used for the calculation into the European Economic MonetaryUnion, withdrawing of the relevant country from the European Economic MonetaryUnion and other circumstances having a comparable impact on FX) the reliabledetermination of FX is impossible or impracticable.

[If the base currency of the FX Exchange Rate displayed on the Screen Page is the same as theSpecified Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the SpecifiedCurrency into the Underlying Currency.]

[If the base currency of the FX Exchange Rate displayed on the Screen Page is not the same as theUnderlying Currency, the following applies:

"FX Exchange Rate" means the currency exchange rate for the conversion of the UnderlyingCurrency into the Specified Currency.]

"FX (final)" means FX on the FX Valuation Date.

"FX Market Disruption Event" means each of the following events:

(a) the failure of the Fixing Sponsor to publish the FX;

(b) the suspension or restriction in foreign exchange trading for at least one of the twocurrencies quoted as a part of FX (including options or futures contracts) or therestriction of the convertibility of the currencies quoted in such exchange rate or theeffective impossibility of obtaining a quotation of such exchange rate;

(c) any other events with commercial effects which are similar to the events listed above;

to the extent that the above-mentioned events are material in the reasonable discretion(§ 315 BGB) of the Calculation Agent.

"FX Valuation Date" means the FX Calculation Date immediately following the respectiveValuation Date.

"FX Screen Page" means the FX Screen Page as specified in § 1 of the Product andUnderlying Data.]

[In the case of Closed End Securities where the method for the calculation of the Redemption Amountprovides for a Gap Risk Fee Adjustment, the following applies:

"Gap Risk Fee Adjustment" means an amount in the Underlying Currency, which is

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calculated by the Calculation Agent on the respective Valuation Date for each calendar day (t)within the period from the First Trade Date (excluding) to the respective Valuation Date(including) as follows:

Where:

"n" means the number of calendar days (t) from the First Trading Data (including) to therelevant Valuation Date (including).

"Reference Price (t-1)" means the Reference Price which is published one CalculationDate prior to the calendar day (t).

"Gap Risk Fee" means the Gap Risk Fee as specified in the column "Gap Risk Fee in %" inTable 1.2 in § 1 of the Product and Underlying Data.

The Calculation Agent will, in the case of not only immaterial changes in the marketconditions for gap risks (such as changes in the index, changes in costs for gap risk hedgingtransactions), adjust the Gap Risk Fee to such changed market conditions. The extent of theadjustment is determined by the Calculation Agent in its reasonable discretion (§ 315 BGB)based on the extent of the changes in the relevant market conditions. The Gap Risk Fee shallnot exceed the Maximum Gap Risk Fee (including). If the adjustment to changed marketconditions would, in the reasonable discretion (§ 315 BGB) of the Calculation Agent, lead to aGap Risk Fee lying above the Maximum Gap Risk Fee, the Issuer shall be entitled toterminate the Securities pursuant to § 5 (3) of the Special Conditions at the CancellationAmount. The Issuer will provide notice of such adjustment or termination pursuant to § 6 ofthe General Conditions.

"Gap Risk Fee (t)" means the Gap Risk Fee applicable on the relevant calendar day (t).]

[In the case of Closed End Securities that are not expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Hedging Disruption" means that the Issuer is not able to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion (§ 315 BGB) of the Issuer are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

under conditions which are economically substantially equivalent to those on the First TradeDate.

"Increased Costs of Hedging" means that the Issuer has to pay a substantially higher amountof taxes, duties, expenditures and fees (with the exception of broker fees) compared to theFirst Trade Date in order to

(a) close, continue or carry out transactions or acquire, exchange, hold or sell assets(respectively) which in the reasonable discretion of the Issuer (§ 315 BGB) are neededin order to hedge price risks or other risks with regard to its obligations under theSecurities, or

(b) realise, reclaim or pass on proceeds from such transactions or assets,

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whereas cost increases due to a deterioration of the credit-worthiness of the Issuer are notconsidered as Increased Costs of Hedging.]

"Index Calculation Agent" means the Index Calculation Agent as specified in the column"Index Calculation Agent" in Table 2.1 in § 2 of the Product and Underlying Data.

[In the case of Closed End Securities where the method for the calculation of the Redemption Amountprovides for an Index Calculation Fee Adjustment, the following applies:

"Index Calculation Fee Adjustment" means an amount in the Underlying Currency, which iscalculated by the Calculation Agent on the respective Valuation Date for each calendar day (t)within the period from the First Trade Date (excluding) to the respective Valuation Date(including) as follows:

Where:

"n" means the number of calendar days (t) from the First Trading Data (including) to therelevant Valuation Date (including).

"Reference Price (t-1)" means the Reference Price which is published one CalculationDate prior to the calendar day (t).

The Index Calculation Fee is charged in favour of the Index Sponsor or the Calculation Agent,as the case may be.

"Index Calculation Fee" means the Index Calculation Fee as specified in the column "IndexCalculation Fee in %" in Table 1.2 in § 1 of the Product and Underlying Data.

[The Calculation Agent may reduce but not increase the Index Calculation Fee at any timeduring the term of the Securities. Such reduction shall be notified pursuant to § 6 of theGeneral Conditions.]

"Index Calculation Fee (t)" means the Index Calculation Fee applicable on the relevantcalendar day (t).]

"Index Call Event" means each of the following events:

(a) an adjustment pursuant to § 8 (2) or (3) of the Special Conditions is not possible or notreasonable with regard to the Issuer and/or the Security Holders;

(b) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitableReplacement Underlying is available;

(c) in the reasonable discretion (§ 315 BGB) of the Calculation Agent no suitablesubstitute for the Index Sponsor and/or the Index Calculation Agent is available;

[In the case of Discount Classic Securities that are not expected to be listed on the Italian StockExchange (Borsa Italiana), the following applies:

(d) a Change in Law and/or a Hedging Disruption and/or Increased Costs of Hedgingoccurs;]

[In the case of Discount Classic Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

(d) a Change in Law occurs;]

(e) the Underlying is no longer calculated or published in the Underlying Currency.

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"Index Sponsor" means the Index Sponsor as specified in the column "Index Sponsor" inTable 2.1 in § 2 of the Product and Underlying Data.

"Issue Date" means the Issue Date as specified in § 1 of the Product and Underlying Data.

[In the case of an Issuing Agent, the following applies:

"Issuing Agent" means the Issuing Agent as specified in § 1 of the Product and UnderlyingData.]

[In the case of Closed End Securities where the method for the calculation of the Redemption Amountprovides for a Management Fee Adjustment, the following applies:

"Management Fee Adjustment" means an amount in the Underlying Currency, which iscalculated by the Calculation Agent on the respective Valuation Date for each calendar day (t)within the period from the First Trade Date (excluding) to the respective Valuation Date(including) as follows:

Where:

"n" means the number of calendar days (t) from the First Trading Data (including) to therelevant Valuation Date (including).

"Reference Price (t-1)" means the Reference Price which is published one CalculationDate prior to the calendar day (t).

"Management Fee" means the Management Fee as specified in the column "Management Feein %" in Table 1.2 in § 1 of the Product and Underlying Data.

[The Calculation Agent may reduce but not increase the Management Fee at any time duringthe term of the Securities. Such reduction shall be notified pursuant to § 6 of the GeneralConditions.]

"Management Fee (t)" means the Management Fee applicable on the relevant calendarday (t).]

"Market Disruption Event" means each of the following events:

(a) in general the suspension or restriction of trading on the exchanges or the markets onwhich the securities that form the basis of the Underlying are listed or traded, or on therespective futures exchanges or on the markets on which Derivatives of theUnderlying are listed or traded;

(b) in relation to individual securities which form the basis of the Underlying, thesuspension or restriction of trading on the exchanges or on the markets on which suchsecurities are traded or on the respective futures exchange or the markets on whichderivatives of such securities are traded;

(c) in relation to individual Derivatives of the Underlying, the suspension or restriction oftrading on the futures exchanges or the markets on which such derivatives are traded;

(d) the suspension of or failure or the non-publication of the calculation of the Underlyingas a result of a decision by the Index Sponsor or the Index Calculation Agent;

to the extent that such Market Disruption Event occurs in the last hour prior to the normalcalculation of the Reference Price which is relevant for the Securities and continues at thepoint of time of the normal calculation and is material in the reasonable discretion

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(§ 315 BGB) of the Calculation Agent. Any restriction of the trading hours or the number ofdays on which trading takes place on the Relevant Exchange or, as the case may be, theDetermining Futures Exchange, shall not constitute a Market Disruption Event provided thatthe restriction occurs due to a previously announced change in the rules of the RelevantExchange or, as the case may be, the Determining Futures Exchange.

"Maturity Date" means the Maturity Date as specified in the column "Maturity Date" inTable 1.2 in § 1 of the Product and Underlying Data.

[In the case of Closed End Securities where the method for the calculation of the Redemption Amountprovides for a Gap Risk Fee Adjustment, the following applies:

"Maximum Gap Risk Fee" means the Maximum Gap Risk Fee as specified in the column"Maximum Gap Risk Fee in %" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of Closed End Securities where the method for the calculation of the Redemption Amountprovides for a Quanto Fee Adjustment, the following applies:

"Maximum Quanto Fee" means the Maximum Quanto Fee as specified in the column"Maximum Quanto Fee in %" in Table 1.2 in § 1 of the Product and Underlying Data.]

[In the case of Closed End Securities where the method for the calculation of the Redemption Amountprovides for a Short Selling Fee Adjustment, the following applies:

"Maximum Short Selling Fee" means the Maximum Short Selling Fee as specified in thecolumn "Maximum Short Selling Fee in %" in Table 1.2 in § 1 of the Product and UnderlyingData.]

"Principal Paying Agent" means the Principal Paying Agent as specified in § 2 (1) of theGeneral Conditions.

[In the case of Quanto Closed End Securities, the following applies:

"Quanto Fee Adjustment" means an amount in the Underlying Currency, which is calculatedby the Calculation Agent on the respective Valuation Date for each calendar day (t) within theperiod from the First Trade Date (excluding) to the respective Valuation Date (including) asfollows:

Where:

"n" means the number of calendar days (t) from the First Trading Data (including) to therelevant Valuation Date (including).

"Reference Price (t-1)" means the Reference Price which is published one CalculationDate prior to the calendar day (t).

"Quanto Element" means the conversion of the Redemption Amount from the UnderlyingCurrency into the Specified Currency with a conversion factor of 1:1.

"Quanto Fee" means the Quanto Fee as specified in the column "Quanto Fee in %" in Table1.2 in § 1 of the Product and Underlying Data.

The Calculation Agent will, in the case of not only immaterial changes in the marketconditions for currency exchange rate protection transactions (e.g. difference in interest ratesbetween the Underlying Currency and the Specified Currency, the volatility between theReference Price and the currency exchange rate between the Underlying Currency and the

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Specified Currency, the correlation between the Reference Price and the Underlying Currency,and such other factors), adjust the Quanto Fee to such changed market conditions. The extentof the adjustment is determined by the Calculation Agent in its reasonable discretion (§ 315BGB) based on the extent of the changes in the relevant market conditions. The Quanto Feeshall not exceed the Maximum Quanto Fee (including). If the adjustment to changed marketconditions would, in the reasonable discretion (§ 315 BGB) of the Calculation Agent, lead to aQuanto Fee lying above the Maximum Quanto Fee, the Issuer shall be entitled to terminate theSecurities pursuant to § 5 (3) of the Special Conditions at the Cancellation Amount. The Issuerwill provide notice of such adjustment or termination pursuant to § 6 of the GeneralConditions.

"Quanto Fee (t)" means the Quanto Fee applicable on the relevant calendar day (t).]

"Ratio" means the Ratio as specified in the column "Ratio" in Table 1.2 in § 1 of the Productand Underlying Data.

"Redemption Amount" means the Redemption Amount as calculated or, respectively,specified by the Calculation Agent pursuant to § 4 of the Special Conditions.

"Redemption Date" means the Redemption Date as defined in § 5 (1) of the SpecialConditions.

"Redemption Right" means the Redemption Right as defined in § 5 (1) of the SpecialConditions.

"Reference Price" means the Reference Price of the Underlying as specified in the column"Reference Price" in Table 1.2 in § 1 of the Product and Underlying Data.

"Regular Call Right" means the Regular Call Right as defined in § 5 (2) of the SpecialConditions.

"Relevant Exchange" means the exchange, on which the components of the Underlying aretraded, and as determined by the Calculation Agent in its reasonable discretion (§ 315 BGB)by way of notice pursuant to § 6 of the General Conditions in accordance with suchcomponents' liquidity.

In the case of a material change in the market conditions at the Relevant Exchange, such as afinal discontinuation of the quotation of the components of the Underlying at the RelevantExchange and the quotation at a different stock exchange or considerably restricted number orliquidity, the Calculation Agent will in its reasonable discretion (§ 315 BGB) by way of noticepursuant to § 6 of the General Conditions determine another stock exchange as the relevantexchange (the "Substitute Exchange"). In the event of a substitution, any reference in theTerms and Conditions of these Securities to the Relevant Exchange shall be deemed to refer tothe Substitute Exchange.

"Relevant Reference Price" means the Reference Price on the respective Valuation Date.

"Security Holder" means the holder of a Security.

"Settlement Cycle" means the period of Clearance System Business Days following atransaction on the Relevant Exchange in the securities that form the basis of the Underlying,during which period settlement will customarily take place according to the rules of suchRelevant Exchange.

[In the case of Closed End Securities where the method for the calculation of the Redemption Amountprovides for a Short Selling Fee Adjustment, the following applies:

"Short Selling Fee Adjustment" means an amount in the Underlying Currency, which is

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calculated by the Calculation Agent on the respective Valuation Date for each calendar day (t)within the period from the First Trade Date (excluding) to the respective Valuation Date(including) as follows:

Where:

"n" means the number of calendar days (t) from the First Trading Data (including) to therelevant Valuation Date (including).

"Reference Price (t-1)" means the Reference Price which is published one CalculationDate prior to the calendar day (t).

"Short Selling Fee" means the Short Selling Fee as specified in the column "Short Selling Feein %" in Table 1.2 in § 1 of the Product and Underlying Data.

The Calculation Agent will, in the case of not only immaterial changes in the marketconditions for short sales (such as changes in taxation with regard to dividend payments,changes in lending fees for the securities contained in the index, changes in the index, changein hedging costs), adjust the Short Selling Fee to such changed market conditions. The extentof the adjustment is determined by the Calculation Agent in its reasonable discretion (§ 315BGB) based on the extent of the changes in the relevant market conditions. The Short SellingFee shall not exceed the Maximum Short Selling Fee (including). If the adjustment to changedmarket conditions would, in the reasonable discretion (§ 315 BGB) of the Calculation Agent,lead to a Short Selling Fee lying above the Maximum Short Selling Fee, the Issuer shall beentitled to terminate the Securities pursuant to § 5 (3) of the Special Conditions at theCancellation Amount. The Issuer will provide notice of such adjustment or terminationpursuant to § 6 of the General Conditions.

"Short Selling Fee (t)" means the Short Selling Fee applicable on the relevant calendarday (t).]

"Specified Currency" means the Specified Currency as specified in § 1 of the Product andUnderlying Data.

"Terms and Conditions" means the terms and conditions of these Securities as set out in theGeneral Conditions (Part A), the Product and Underlying Data (Part B) and the SpecialConditions (Part C).

"Underlying" means the Underlying as specified in the column "Underlying" in Table 1.2 in§ 1 of the Product and Underlying Data. The Underlying is specified by the Index Sponsor andis calculated by the Index Calculation Agent.

"Underlying Currency" means the Underlying Currency as specified in the column"Underlying Currency" in Table 2.1 in § 2 of the Product and Underlying Data.

"Valuation Date" means the [Insert number] Banking Day prior to each Redemption Date andeach Call Date and the Maturity Date,. If such day is not a Calculation Date, the immediatelyfollowing Banking Day, which is a Calculation Date, shall be the respective Valuation Date.The respective Redemption Date or the respective Call Date or the Maturity Date will bepostponed accordingly. Interest shall not be payable due to such postponement.

"Website for Notices" means the Website for Notices as specified in § 1 of the Product andUnderlying Data.

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"Website of the Issuer" means the Website of the Issuer as specified in § 1 of the Product andUnderlying Data.

§ 2

Interest

[In the case of non-interest bearing Closed End Securities, the following applies:

The Securities do not bear interest.]

[In the case of interest bearing Closed End Securities, the following applies:

(1) Interest: The Security Holders may demand payment of the Interest Amount at each InterestPayment Date.

"Interest Payment Date" means each day which falls [Insert relevant Period] after thepreceding Interest Payment Date or, in the case of the first Interest Payment Date, after the[Insert relevant date]. The final Interest Payment Date shall be the Redemption Date inrelation to which the respective Security Holder exercises its Redemption Right or the CallDate in relation to which the Issuer exercises its Regular Call Right or the Maturity Date, asthe case may be.

[In the case of Closed End Securities that are expected to be listed on the Italian Stock Exchange(Borsa Italiana), the following applies:

"Record Date" means [Insert Record Date].]

(2) Interest Amount: The "Interest Amount" will be calculated by the Calculation Agent, bymultiplying the Coupon with the Day Count Fraction.

"Coupon" means [Insert Coupon].

"Day Count Fraction" means, in respect of the calculation of the Interest Amount on anySecurity for any period of time (the "Calculation Period") the actual number of days in theCalculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leapyear, the sum of (A) the actual number of days in that portion of the Calculation Period fallingin a leap year divided by 366 and (B) the actual number of days in that portion of theCalculation Period falling in a non-leap year divided by 365).

The Interest Amount shall be payable in arrear pursuant to the provisions in § 6 of the SpecialConditions.]

§ 3

Redemption[, Dividend Payment]

(1) Redemption: The Securities shall be redeemed by payment of the respective RedemptionAmount on the respective Redemption Date or the respective Call Date or the Maturity Datepursuant to the provisions of § 6 of the Special Conditions.

[In the case of Closed End Securities linked to a distributing index as Underlying, the followingapplies:

(2) Dividend payment: The Security Holders shall be entitled to receive payment of the respectiveDividend Amount (k) (with k = 1, 2, …) per Security at each Dividend Amount Payment Date(k) (with k = 1, 2, …).

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The right to receive payment of Dividend Amounts ceases for a Security Holder afterexpiration of the Dividend Period (k) (with k = 1, 2, …) immediately preceding the ValuationDate in relation to which he exercises his Redemption Right, or in relation to which the Issuerexercises its Regular Call Right, as the case may be.

The respective Dividend Amount (k) (with k = 1, 2, …) shall be paid pursuant to theprovisions of § 6 of the Special Conditions.]

§ 4

Redemption Amount[, Dividend Amount]

(1) Redemption Amount: The Redemption Amount for a Redemption Date and/or Call Date or, ifnot redeemed or called early pursuant to § 5 of the Special Conditions, the Maturity Dateequals an amount in the Specified Currency, which is calculated or, respectively, specified bythe Calculation Agent as follows:

[In the case of non-Quanto Closed End Securities, the following applies:

Redemption Amount = max(Relevant Reference Price [– Management Fee Adjustment] [–Short Selling Fee Adjustment] [– Index Calculation Fee Adjustment] [– Gap Risk FeeAdjustment]; 0) x Ratio]

[In the case of Quanto Closed End Securities, the following applies:

Redemption Amount = max(Relevant Reference Price – Quanto Fee Adjustment [–Management Fee Adjustment] [– Short Selling Fee Adjustment] [– Index Calculation FeeAdjustment] [– Gap Risk Fee Adjustment]; 0) x Ratio]

[In the case of Compo Closed End Securities19, the following applies:

Redemption Amount = max(Relevant Reference Price [– Management Fee Adjustment] [–Short Selling Fee Adjustment] [– Index Calculation Fee Adjustment] [– Gap Risk FeeAdjustment]; 0) x Ratio / FX (final)]

[In the case of Compo Closed End Securities20, the following applies:

Redemption Amount = max(Relevant Reference Price [– Management Fee Adjustment] [–Short Selling Fee Adjustment] [– Index Calculation Fee Adjustment] [– Gap Risk FeeAdjustment]; 0) x Ratio x FX (final)]

For the calculation of the Redemption Amount one index point corresponds to one unit of theUnderlying Currency (e.g. EUR 1,- for Euro or USD 1,- for US-Dollar).

The method of calculation or, respectively, specification of the Redemption Amount is subjectto adjustments and market disruptions pursuant to § 7[,] [and] § 8 [and § 9] of the SpecialConditions.

[In the case of Closed End Securities linked to a distributing index as Underlying, the followingapplies:

(2) Dividend Amount: The Dividend Amount (k) (with k = 1, 2, …) equals an amount in theSpecified Currency, which is calculated by the Calculation Agent at the respective DividendObservation Date (k) (with k = 1, 2, …) as follows:

Dividend Amount (k) = Dividend Value (k) x Ratio

19 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is the same as the Specified Currency.20 If the base currency of the FX Exchange Rate displayed on the FX Screen Page is not the same as the Specified Currency.

315

For the calculation of the Dividend Amount one index point corresponds to one unit of theUnderlying Currency (e.g. EUR 1,- for Euro or USD 1,- for US-Dollar).

The method of calculation of the Dividend Amount is subject to adjustments and marketdisruptions pursuant to § 7 [,] [and] § 8 [and § 9] of the Special Conditions.]

§ 5

Redemption Right of the Security Holders, Issuer's Regular Call Right, Issuer's ExtraordinaryCall Right

(1) Redemption Right of the Security Holders: Each Security Holder may demand redemption ofthe Securities pursuant to the provisions of § 4 (1) of the Special Conditions against deliveryof the Securities to the account of the Principal Paying Agent No. [Insert account number]with the Clearing System to the Issuer's order (the "Redemption Right") at the last BankingDay of the month of [Insert month(s)] of each year starting on the First Redemption Date untilthe Maturity Date (excluding) (each such date a "Redemption Date").

The exercise of the Redemption Right shall be declared by the Security Holder bytransmission of a duly completed form (the "Redemption Notice"), available at the offices ofthe Issuer during normal business hours, to the Issuer at least [Insert notice period] BankingDays prior to the designated Redemption Date.

The Redemption Notice shall include in particular:

(a) the name and the address of the Security Holder, with sufficiently conclusive proof ofownership to the Principal Paying Agent that such Security Holder at the time of suchnotice is a holder of the respective Securities;

(b) the security identification number and the number of Securities in relation to whichthe Redemption Right shall be exercised;

(c) the cash account held by a bank to which the Redemption Amount is to be transferred.

If the number of Securities stated in the Redemption Notice deviates from the number ofSecurities transferred to the Principal Paying Agent, the Redemption Notice shall be deemedto have been submitted for the number of Securities corresponding to the smaller of the twonumbers. Any remaining Securities are transferred back to the Security Holder at the latter'sexpense and risk.

No Redemption Right so exercised may be revoked or withdrawn.

(2) Issuer's Regular Call Right: The Issuer may at the last Banking Day of the month of [Insertmonth(s)] of each year starting on the First Call Date until the Maturity Date (excluding) (eachsuch date a "Call Date") call the Securities completely but not partially (the "Regular CallRight") and redeem them pursuant to § 4 (1) of the Special Conditions.

The Issuer shall give notice of such call at least [Insert notice period] prior to the relevant CallDate pursuant to § 6 of the General Conditions. Such notice shall be irrevocable and shallspecify the relevant Call Date.

The Redemption Right of the Security Holders remains unaffected until the last RedemptionDate immediately preceding the Call Date.

(3) Issuer's extraordinary call right: Upon the occurrence of a Call Event the Issuer may call theSecurities extraordinarily by giving notice pursuant to § 6 of the General Conditions andredeem the Securities at their Cancellation Amount. Such call shall become effective at the

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time of the notice pursuant to § 6 of the General Conditions or at the time indicated in thenotice, as the case may be.

The "Cancellation Amount" shall be the reasonable market value of the Securitiesdetermined by the Calculation Agent in its reasonable discretion (§ 315 BGB) within tenBanking Days before the extraordinary call becomes effective.

The Cancellation Amount will be paid five Banking Days following the date of the abovementioned notice, or at the date specified in such notice, as the case may be, pursuant to theprovisions of § 6 of the Special Conditions.

§ 6

Payments

[In the case of Closed End Securities where the Specified Currency is the Euro, the following applies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the nearest EUR 0.01, with EUR 0.005 being rounded upwards.]

[In the case of Closed End Securities where the Specified Currency is not the Euro, the followingapplies:

(1) Rounding: The amounts payable under these Terms and Conditions shall be rounded up ordown to the smallest unit of the Specified Currency, with 0.5 of such unit being roundedupwards.]

(2) Business day convention: If the due date for any payment under the Securities (the "PaymentDate") is not a Banking Day then the Security Holders shall not be entitled to payment untilthe next following Banking Day. The Security Holders shall not be entitled to further interestor other payments in respect of such delay.

(3) Manner of payment, discharge: All payments shall be made to the Principal Paying Agent.The Principal Paying Agent shall pay the amounts due to the Clearing System to be credited tothe respective accounts of the depository banks and to be transferred to the Security Holders.The payment to the Clearing System shall discharge the Issuer from its obligations under theSecurities in the amount of such a payment.

(4) Interest of default: If the Issuer fails to make payments under the Securities when due, theamount due shall bear interest on the basis of the default interest rate established by law. Suchaccrual of interest starts on the day following the due date of that payment (including) andends on the effective date of the payment (including).

[In the case of interest bearing Closed End Securities with a Temporary Global Note which will beexchangeable for a Permanent Global Note, the following applies:

(5) Payments of Interest Amounts on the Securities represented by a Temporary Global Note shallbe made only upon delivery of the Non-U.S. Beneficial Ownership Certificates (as describedin § 1 of the General Conditions) by the relevant participants to the Clearing System.]

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§ 7

Market Disruptions

[In the case of non-Quanto Closed End Securities and Quanto Closed End Securities, the followingapplies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on a Valuation Date, the respective Valuation Date will be postponedto the next following Calculation Date on which the Market Disruption Event no longer exists.

Any Payment Date relating to such Valuation Date shall be postponed if applicable. Interestshall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determine inits reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at[Insert time and Financial centre] on this [Insert number of following BankingDay], taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to conduct the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Valuation Date.

[In the case of Compo Closed End Securities, the following applies:

(1) Postponement: Notwithstanding the provisions of § 8 of the Special Conditions, if a MarketDisruption Event occurs on a Valuation Date, the respective Valuation Date will be postponedto the next following Calculation Date on which the Market Disruption Event no longer exists.

If a FX Market Disruption Event occurs on a FX Valuation Date, the respective FX ValuationDate will be postponed to the next following FX Calculation Date on which the FX MarketDisruption Event no longer exists.

Any Payment Date relating to such Valuation Date or FX Valuation Date, as the case may be,shall be postponed if applicable. Interest shall not be payable due to such postponement.

(2) Discretional valuation: Should the Market Disruption Event continue for more than [InsertNumber of Banking Days] consecutive Banking Days the Calculation Agent shall determinein its reasonable discretion (§ 315 BGB) the respective Reference Price required for thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities. Such Reference Price shall be determined in accordance with prevailing marketconditions at [Insert time and Financial centre] on this [Insert number of following BankingDay] , taking into account the economic position of the Security Holders.

If within these [Insert Number of Banking Days] Banking Days traded Derivatives of theUnderlying expire and are settled on the Determining Futures Exchange, the settlement priceestablished by the Determining Futures Exchange for the there traded Derivatives will betaken into account in order to carry out the calculations or, respectively, specificationsdescribed in the Terms and Conditions of these Securities. In that case, the expiration date forthose Derivatives is the respective Valuation Date.

Should the FX Market Disruption Event continue for more than [Insert Number of Banking

318

Days] consecutive Banking Days, the Calculation Agent shall determine in its reasonablediscretion (§ 315 BGB) the respective FX. The FX required for the calculations or,respectively, specifications described in the Terms and Conditions of these Securities shall bedetermined in accordance with prevailing market conditions at [Insert time and Financialcentre] on this [Insert number of following Banking Day], taking into account the economicposition of the Security Holders.

[In the case of Closed End Securities linked to a distributing index as Underlying, the followingapplies:

(3) Dividend Market Disruption: Notwithstanding the provisions of § 8 of the Special Conditions,if a Dividend Market Disruption Event occurs on a Dividend Observation Date, the respectiveDividend Observation Date will be postponed to the next following Calculation Date on whichthe Dividend Market Disruption Event no longer exists.

Should the Dividend Market Disruption Event continue for more than [Insert number ofBanking Days] consecutive Banking Days, the Calculation Agent shall determine in itsreasonable discretion (§ 315 BGB) the respective Theoretical Cash Component for therespective Dividend Observation Date. The Theoretical Cash Component required for thecalculation of the Dividend Amount shall be determined in accordance with prevailing marketconditions around [Insert time and financial centre] on this [Insert number of the followingBanking Day] Banking Day, taking into account the economic position of the CertificateHolders.

Any Payment Date relating to such Dividend Observation Date shall be postponed ifapplicable. No interest is due because of such postponement.]

§ 8

Index Concept, Adjustments, Replacement Underlying, New Index Sponsor and New IndexCalculation Agent, Replacement Specification

(1) Index Concept: The basis for the calculations or, respectively, specifications of theCalculation Agent described in the Terms and Conditions of these Securities shall be theUnderlying with its provisions currently applicable, as developed and maintained by the IndexSponsor, as well as the respective method of calculation, determination, and publication of theprice of the Underlying (the "Index Concept") applied by the Index Sponsor. This shall alsoapply if during the term of the Securities changes are made or occur in respect of the IndexConcept, or if other measures are taken, which have an impact on the Index Concept, unlessotherwise provided in the below provisions.

(2) Adjustments: Upon the occurrence of an Adjustment Event the Calculation Agent shall in itsreasonable discretion (§ 315 BGB) adjust the Terms and Conditions of these Securities (inparticular the Underlying, the Ratio and/or all prices of the Underlying, which have beenspecified by the Issuer and/or all prices of the Underlying determined by the CalculationAgent on the basis of the Terms and Conditions of these Securities in such a way that theeconomic position of the Security Holders remains unchanged to the greatest extent possible.Any adjustment will be performed by the Calculation Agent taking into consideration anyadjustments made by the Determining Futures Exchange to the there traded Derivatives linkedto the Underlying, and the remaining term of the Securities as well as the latest available priceof the Underlying. If the Calculation Agent determines that, pursuant to the rules of theDetermining Futures Exchange, no adjustments were made to the Derivatives linked to theUnderlying, the Terms and Conditions of these Securities regularly remain unchanged. The

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exercised adjustments and the date of the first application shall be notified pursuant to § 6 ofthe General Conditions.

(3) Replacement Underlying: In cases of an Index Replacement Event or a License TerminationEvent, the adjustment pursuant to paragraph (2) is usually made by the Calculation Agent inits reasonable discretion (§ 315 BGB) determining, which index should be used in the futureas Underlying (the "Replacement Underlying"). If necessary, the Calculation Agent willmake further adjustments to the Terms and Conditions of these Securities (in particular to theUnderlying, the Ratio and/or all prices of the Underlying, which have been specified by theIssuer) and/or all prices of the Underlying determined by the Calculation Agent pursuant tothe Terms and Conditions of these Securities in such a way that the economic position of theSecurity Holders remains unchanged to the greatest extent possible. The ReplacementUnderlying and the adjustments made as well as the time of its first application will bepublished in accordance with § 6 of the General Conditions. From the first application of theReplacement Underlying on, any reference to the Underlying in the Terms and Conditions ofthese Securities shall be deemed to refer to the Replacement Underlying, unless the contextrequires otherwise.

(4) New Index Sponsor and New Index Calculation Agent: If the Underlying is no longerdetermined by the Index Sponsor but rather by another person, company or institution (the"New Index Sponsor"), then all calculations or, respectively, specifications described in theTerms and Conditions of these Securities shall occur on the basis of the Underlying asdetermined by the New Index Sponsor. In this case, any reference to the Index Sponsor shallbe deemed as referring to the New Index Sponsor, depending on the context. If the Underlyingis no longer calculated by the Index Calculation Agent but rather by another person, companyor institution (the "New Index Calculation Agent"), then all calculations or, respectively,specifications described in the Terms and Conditions of these Securities shall occur on thebasis of the Underlying as calculated by the New Index Calculation Agent. In this case, anyreference to the Index Calculation Agent shall be deemed as referring to the New IndexCalculation Agent, unless the context requires otherwise.

(5) Replacement Specification: If a price of the Underlying published by the Index Sponsor or theIndex Calculation Agent, as the case may be, pursuant to the Terms and Conditions of theseSecurities will subsequently be corrected and the correction (the "Corrected Value") will bepublished by the Index Sponsor or the Index Calculation Agent, as the case may be, after theoriginal publication, but still within one Settlement Cycle, then the Calculation Agent willnotify the Issuer of the Corrected Value as soon without undue delay and shall again specifyand publish pursuant to § 6 of the General Conditions the relevant value by using theCorrected Value (the "Replacement Specification").

[In the case of Compo Closed End Securities, the following applies:

§ 9

New Fixing Sponsor, Replacement Exchange Rate

(1) New Fixing Sponsor: In the event that the FX Exchange Rate is no longer determined andpublished by the Fixing Sponsor, the calculations or, respectively, specifications described inthe Terms and Conditions of these Securities shall occur on the basis of the determinationsand publications by another person, company or institution which shall be determined by theCalculation Agent in its reasonable discretion (§ 315 BGB) (the "New Fixing Sponsor"). Inthis case each reference to the New Fixing Sponsor in the Terms and Conditions of theseSecurities, depending on the context, shall be deemed to refer to the Replacement Fixing

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Sponsor. The New Fixing Sponsor and the time of its first application shall be publishedpursuant to § 6 of the General Conditions.

(2) Replacement Exchange Rate: In the event that FX is no longer determined and published, thecalculations or, respectively, specifications described in the Terms and Conditions of theseSecurities shall occur on the basis of a FX Exchange Rate determined and published on thebasis of another method, which will be determined by the Calculation Agent in its reasonablediscretion (§ 315 BGB) (the "Replacement Exchange Rate"). In the case of a ReplacementExchange Rate each reference to FX, depending on the context, shall be deemed to refer to theReplacement Exchange Rate. The Replacement Exchange Rate and the time of its firstapplication shall be published pursuant to § 6 of the General Conditions.]]