Deutsche Postbank AG (Incorporated As a Stock Corporation (Aktiengesellschaft) in the Federal Republic of Germany)

1st Supplement Dated 20 March 2009 to the Debt Issuance Programme Prospectus dated 17 December 2008

Deutsche Postbank AG (incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)

Euro 15,000,000,000 Debt Issuance Programme for the issue of the Notes (including Pfandbriefe) (the "Programme")

1st Supplement dated 20 March 2009 to the Debt Issuance Programme Prospectus dated 17 December 2008 pursuant to Art. 16 (1) of directive 2003/71/EC and Art. 13 (1) of the Luxembourg act relating to prospectuses for securities ( Loi relative aux prospectus pour valeurs mobilières) (the “ First Supplement ”).

This First Supplement is supplemental to, and should be read in conjunction with the Debt Issuance Programme Prospectus dated 17 December 2008 (together the “ Prospectus ”) pertaining to the EUR 15,000,000,000 Debt Issuance Programme of Deutsche Postbank AG (the “ Debt Issuance Programme ”). Therefore, with respect to future issues under the Debt Issuance Programme of Deutsche Postbank AG, references in the Final Terms to the Prospectus are to be read as references to the Prospectus as supplemented by this First Supplement.

The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the “ CSSF ”) in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities ( Loi relative aux prospectus pour valeurs mobilières) (the “ Luxembourg Prospectus Act ”) to provide the competent authorities in the Federal Republic of Germany, the United Kingdom, the Netherlands and the Republic of Austria with a certificate of approval attesting that the First Supplement has been drawn up in accordance with Luxembourg Prospectus Act which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 into Luxembourg law (each a “ Notification ”). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification.

The First Supplement and the Prospectus and any further supplement thereto will be published in electronic form on the website of the Luxembourg Stock Exchange under "www.bourse.lu" and on the website of the Issuer under "www.postbank.de" and will be available free of charge at the specified office of the Issuer.

I. GENERAL INFORMATION

1. Right to withdraw In accordance with article 13 (2) of the Luxembourg Prospectus Act, Investors who have – prior to the publication of this First Supplement – already agreed to purchase or subscribe for securities to be issued under this Programme shall have the right, exercisable within a time limit of two working days after the publication of the First Supplement, to withdraw their acceptances provided that the securities have not yet been delivered. A withdrawal, if any, of an order must be communicated in writing to the Issuer at its registered office, specified in the Address List of the Prospectus.

2. Responsibility Statement Deutsche Postbank AG, with its registered offices at Friedrich-Ebert-Allee 114-126, 53113 Bonn, Germany, is solely responsible for the information given in this First Supplement to the Debt Issuance Prospectus dated 17 December 2008.

The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this First Supplement to the Prospectus for which it is responsible, is to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

II. AMENDMENTS TO PROSPECTUS

The Prospectus is amended as follows:

1. Amendments to the section “DOCUMENTS INCORPORATED BY REFERENCE”

The section “DOCUMENTS INCORPORATED BY REFERENCE” on p. 3 of the Prospectus is amended as follows:

• The following documents shall be incorporated by reference into the Prospectus:

"Postbank Konzern Geschäftsbericht 2008" containing the audited consolidated financial statement information for the year 2008 (the "Deutsche Postbank 2008 Group Annual Report")

Konzernlagebericht der Deutschen Postbank 64 – 105 Risikobericht 75 – 101 Gewinn- und Verlustrechnung für die Zeit vom 1. Januar bis zum 31. Dezember 2008 107 Bilanz zum 31. Dezember 2008 108 Eigenkapitalveränderungsrechnung 109 Kapitalflussrechnung 110 – 111 Erläuterungen – Notes 112 – 171 Segmentberichterstattung 146 – 148 Bestätigungsvermerk 172

• The Deutsche Postbank 2006 Group Annual Report and the Deutsche Postbank Group Interim Report as of 30 September 2008 are no longer incorporated by reference into the Prospectus.

• The third row of the left column of the table under the heading “Postbank Konzern Geschäftsbericht 2007” on p. 3 of the Prospectus shall be amended as follows:

“Gewinn- und Verlustrechnung für die Zeit vom 1. Januar bis zum 31. Dezember 2007”

• The last paragraph on p. 3 of the Prospectus is hereby amended as follows:

“For the avoidance of doubt, such parts of the Deutsche Postbank 2007 Group Annual Report and the Deutsche Postbank 2008 Group Annual Report, which are not explicitly listed in the table above, are not incorporated by reference into this Prospectus. Any information not listed above, but included in the documents incorporated by reference is given for information purposes only.”

• The first paragraph on p. 4 of the Prospectus is hereby amended as follows:

“Any document incorporated by reference into this Prospectus will be available for inspection at the specified office of the Issuer, at the specified office of the Luxembourg Paying Agent, during normal business hours, as long as any of the Notes are outstanding and on the website of the Luxembourg Stock Exchange under "www.bourse.lu".

• In addition to the documents listed on p. 4 of the Prospectus, the following documents shall be incorporated by reference into the Prospectus for information purposes only:

Page reference

in the relevant Document / Heading financial report Deutsche Postbank 2008 Group Annual Report containing the audited consolidated financial information for the year 2008 (non-binding English translation of the German language version)

Deutsche Postbank Group Management Report 64 – 105 Risk Report 75 – 101 Consolidated Income Statement for the period 1 January to 31 December 2008 107 Consolidated Balance Sheet as of December 31, 2008 108 Statement of Changes in Equity 109 Consolidated Cash Flow Statement 110 – 111 Notes 112 – 171 Segment reporting 146 – 148 Auditor's Report 172

2. Amendments to the section “SUMMARY OF THE PROSPECTUS”

The section “SUMMARY OF THE PROSPECTUS” is amended as follows:

• The first paragraph under the heading “1. Summary of the Risk Factors regarding Postbank” on p. 6 of the Prospectus is hereby amended as follows:

“The financial markets crisis had considerable adverse effects on the financial condition and results of operations of Postbank and its consolidated subsidiaries (" Postbank Group ") in the second half of 2007 and in 2008. This led to the incurrence of significant losses of Postbank Group in 2008, particularly in the fourth quarter of 2008. A further deepening and persistence of the financial markets and bank crises and the overall economic crisis, further insolvencies of companies in the financial sector or in other sectors and a further deterioration of economic conditions could exacerbate the risks that Postbank Group is exposed to and continue to adversely affect its core capital, equity ratios and earnings.”

• The paragraph under the heading “Postbank Group is exposed to risks of a possible decline in its ratings” on p. 7 of the Prospectus is hereby amended as follows:

“Postbank was subject to rating downgradings in the first quarter 2009. The risk of a further downgrading of Postbank’s ratings will arise in particular if Postbank Group’s profitability decreases on a sustained basis, its core capital and equity capital ratios decline, its retail business weakens, or the quality of its assets deteriorates noticeably. Expectations of, or speculations about potentially negative

changes in Postbank’s ratings or an actual downgrading may have material adverse effects on Postbank Group’s reputation, its business and its financial condition and results of operations.” • The paragraph under the heading “Postbank is exposed to tax risks” on p. 8 of the Prospectus is hereby amended as follows:

“The change in Postbank's shareholder structure results in a forfeiture of tax losses and tax loss-carry forwards; the ending of the organizational integration of Postbank in Deutsche Post AG terminated the VAT fiscal unity between Deutsche Post AG and Postbank.”

• The first sentence of the first paragraph under the heading “Business Overview” on p. 12 of the Prospectus is hereby amended as follows:

“With about 14.1 million active customers and approximately 21,100 employees, Postbank Group is one of Germany’s major providers of banking and other financial services.”

3. Amendments to the section “GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS; DEUTSCHE ÜBERSETZUNG DER ZUSAMMENFASSUNG DES PROSPEKTS”

The section “GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS; DEUTSCHE ÜBERSETZUNG DER ZUSAMMENFASSUNG DES PROSPEKTS” is amended as follows: Der Abschnitt “GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS; DEUTSCHE ÜBERSETZUNG DER ZUSAMMENFASSUNG DES PROSPEKTS” wird wie folgt abgeändert:

• The first paragraph under the heading “1. Zusammenfassung der Risikofaktoren im Zusammenhang mit der Postbank” on p. 22 of the Prospectus is hereby amended as follows: Der erste Absatz unter der Überschrift “1. Zusammenfassung der Risikofaktoren im Zusammenhang mit der Postbank” auf Seite 22 des Prospektes wird hiermit wie folgt abgeändert:

“Die Finanzmarktkrise hatte im zweiten Halbjahr 2007 und im Jahr 2008 deutlich negative Auswirkungen auf die Vermögens-, Finanz- und Ertragslage der Postbank und ihrer konsolidierten Tochtergesellschaften (" Postbank-Konzern "). Dies führte zu bedeutenden Verlusten der Postbank Gruppe im Jahr 2008, insbesondere im vierten Quartal 2008. Eine weitere Verschärfung und ein Andauern der Finanzmarkt- und Bankenkrise und der allgemeinen Wirtschaftskrise, weitere Insolvenzen von Banken, Versicherungen oder anderer Unternehmen in der Finanzbranche und eine weitere Verschlechterung der wirtschaftlichen Rahmenbedingungen könnten die Risiken, denen der Postbank-Konzern ausgesetzt ist, verstärken und seine Kernkapital- und Eigenmittelquote und Gewinne weiter belasten.”

• The paragraph under the heading “Der Postbank-Konzern unterliegt Risiken im Hinblick auf eine mögliche Verschlechterung seiner Ratings” on p. 23 of the Prospectus is hereby amended as follows: Der Absatz unter der Überschrift “Der Postbank-Konzern unterliegt Risiken im Hinblick auf eine mögliche Verschlechterung seiner Ratings” auf Seite 23 des Prospektes wird hiermit wie folgt abgeändert:

:“Die Ratings der Postbank haben sich im ersten Quartal 2009 verschlechtert. Die Gefahr einer weiteren Verschlechterung der Ratings der Postbank besteht vor allem dann, wenn sich die Profitabilität des Postbank-Konzerns nachhaltig abschwächt, seine Kernkapital- bzw. Eigenmittelquote sich verschlechtert, sein Retail-Geschäft zurückgeht oder sich die Qualität seiner Aktiva spürbar verschlechtert. Erwartungen oder Spekulationen über mögliche negative Änderungen der Ratings der Postbank oder eine tatsächliche Verschlechterung der Ratings könnten erhebliche nachteilige Auswirkungen auf die Reputation des Postbank-Konzerns, sein Geschäft sowie seine Vermögens-, Finanz- und Ertragslage haben.”

• The paragraph under the heading “Der Postbank-Konzern ist steuerlichen Risiken ausgesetzt” on p. 24 of the Prospectus is hereby amended as follows:

Der Absatz unter der Überschrift “Der Postbank-Konzern Konzern ist steuerlichen Risiken ausgesetzt” auf Seite 24 des Prospektes wird hiermit wie folgt abgeändert:

„Die Änderung der Aktionärsstruktur führt zu einem Entfallen der steuerlichen Verluste und Verlustvorträge; die Beendigung der organisatorischen Eingliederung der Gesellschaft in die Deutsche Post AG führte zu einer Beendigung der umsatzsteuerlichen Organschaft zwischen der Deutsche Post AG und der Gesellschaft.“

• The first sentence of the first paragraph under the heading “Geschäftsüberblick” on p. 29 of the Prospectus is hereby amended as follows: Der Absatz unter der Überschrift “Geschäftsüberblick ” auf der Seite 29 des Prospektes wird hiermit wie folgt abgeändert:

“Der Postbank-Konzern ist mit rund 14,1 Mio. aktiven Kunden und rund 21.100 Mitarbeitern einer der großen Anbieter von Bank- und sonstigen Finanzdienstleistungen in Deutschland.”

4. Amendments to the section “RISK FACTORS”

The section “RISK FACTORS” is amended as follows:

• The heading “Introduction: The crisis on the financial markets and its effect on the banking sector” and the paragraphs following such heading on p. 39 and 40 of the Prospectus are hereby amended as follows:

“Introduction: The worldwide financial market and economic crisis and their effect on the banking sector

The international financial markets have been suffering from the substantial impacts of the subprime crisis and its sweeping effects ever since the second half of 2007. This crisis has spread worldwide and intensified significantly in 2008 and 2009 to date. The financial markets crisis led to significant restructurings in the banking industry in many countries, which were frequently coupled with government intervention. Banks in Europe have also been strongly affected by the impact of the financial markets crisis. Many of the banks affected are only capable of overcoming these emergencies with the aid of government support, which has entailed government programs and nationalization on a widespread basis. In Germany, the German Financial Market Stabilization Act (Finanzmarktstabilisierungsgesetz—FMStG), a far-reaching package of measures with a view to stabilizing the German financial market, entered into force on 18 October 2008. Many German financial institutions have applied for support measures under the FMStG and various banks have obtained such support measures.

The financial market crisis led to higher risk adversity of investors, illiquid markets in particular for structured financial instruments and a massive shortage of liquidity leading to increasing refinancing costs of banks. Refinancing has also been made difficult by a crisis in confidence. The crisis spread to numerous assets, led and contributed to increased volatility not only of structured financial instruments but also of other market prices such as interest rates, share prices, swap rates and exchange rates. The prices of shares and bonds issued by banks and insurance companies are in particular under continued pressure.

At the same time economic conditions have deteriorated to the extent that all major economies of the world are in recession. Major companies, including European and German companies, are in severe financial distress and an increasing number of insolvencies is to be expected.

The financial markets crisis had considerable adverse effects on the financial condition and results of operations of Postbank Group in the second half of 2007 and in 2008. This led to the incurrence of significant losses of Postbank Group in 2008, particularly in the fourth quarter of 2008. Postbank expects that the difficult market situation and the economic downturn will continue to pose significant challenges and result in adverse effects on its earnings, in particular from trading and investment, and 5

may also lead to an increase in risk provisioning. A further deepening and longer than expected persistence of the financial markets crises and the overall economic crisis, further insolvencies of companies in the financial sector or in other sectors and a further deterioration of economic conditions could exacerbate the risks that Postbank Group is exposed to and continue to adversely affect its core capital, equity ratios and earnings.”

• The first three sentences of the paragraph under the heading “Postbank Group is exposed of risks of a possible decline in its ratings” on p. 42 of the Prospectus are hereby amended as follows:

“FitchRatings Ltd. (" Fitch "), Moody’s Investors Service (" Moody’s ") and Standard & Poor’s Ratings Services (" S&P ") have rated Postbank’s short-term and long-term liabilities as well as its Pfandbriefe and securitizations. Depending on its ratings, Postbank’s access to the capital markets may be limited and refinancing on the capital markets may be more expensive. Postbank was subject to rating downgradings in the first quarter 2009. Actual or anticipated downgrading of Postbank’s ratings may trigger an obligation to provide collateral for certain derivatives and secured refinancing transactions, and limit Postbank’s ability to compete in certain long-term derivatives transactions.”

• The heading “The change in Postbank’s shareholder structure will result in a percentage-based, or, if further shares are acquired, potentially even a complete forfeiture of tax losses and tax loss carry- forwards; the ending of the organizational integration of Postbank in Deutsche Post AG terminated the VAT fiscal unity between Deutsche Post AG and Postbank” and the paragraphs under such heading on p. 44 of the Prospectus are hereby amended as follows:

On 12 September 2008, Postbank’s former majority shareholder Deutsche Post AG announced that it sold a minority stake of 29.75 per cent. in Postbank to Deutsche Bank AG and also granted Deutsche Bank AG an option to acquire additional shares. On 14 January 2009, Deutsche Post AG and Deutsche Bank AG announced that they amended this transaction. Pursuant to the amended transaction, Deutsche Bank AG acquired a 22.9 per cent. stake in Postbank and, moreover, Deutsche Bank AG underwrote a mandatory exchangeable bond issued by Deutsche Post AG that is to be exchanged on 27 February 2012 for a 27.4 per cent. stake in Postbank. In addition, Deutsche Bank was granted a call option for Deutsche Post AG's remaining 12.1 per cent. stake in Postbank. The acquisition of the 22.9 per cent. stake in Postbank became effective on 6 March 2009 and resulted in Deutsche Bank AG holding, directly or indirectly, slightly more than 25% of the shares in Postbank as of such date.

Prior to the aforementioned amended transaction Deutsche Post AG held the majority of voting shares in Postbank and in addition, Postbank was integrated into Deutsche Post AG not only economically, but also in organizational terms (for example, due to dual appointments ( Doppelmandate ) at the Management Board level). Thus, a fiscal unity between Deutsche Post AG and Postbank was established for value-added tax purposes ( umsatzsteuerliche Organschaft ). A VAT fiscal unity ends with immediate effect if the organizational integration no longer exists or the shareholding of the VAT group's parent falls below the majority threshold. In connection with the process of selling the shareholding of Deutsche Post AG in Postbank, in June 2008 the supervisory board of Deutsche Post AG honored the wish of the chairman of Postbank’s management board, Dr. Wolfgang Klein, temporarily suspending his duties on the management board of Deutsche Post AG. Dr. Klein’s appointment on the management board of Deutsche Post AG ended as of 10 November 2008. Consequently, the organizational integration and thus the VAT fiscal unity ended. Following the end of the VAT fiscal unity, Postbank will have to pay VAT in the amount of currently 19 per cent. on any services rendered by Deutsche Post AG, unless the services are exempt from VAT or subject to a lower tax rate. Unless Deutsche Post AG is consequently entitled to an input tax deduction, the assessment basis will have to be reduced accordingly. Postbank anticipates having to recognize an expense of around € 30 million per year due to VAT that cannot be deducted as input tax. Postbank assumes that the fiscal unity only ended as of the resignation of Dr. Klein from the management board of Deutsche Post AG.

The acquisition of the minority stake of 22.9 per cent. in Postbank by Deutsche Bank AG and the exchange of the mandatory exchangeable bond result in a forfeiture of Postbank’s current tax losses and tax loss-carry forwards.

Any of the factors described above could have material adverse effects on Postbank Group’s financial condition and results of operations. The realization of these risks may also lead to a downgrading of Postbank and instruments issued by it under this Programme or otherwise.”

• The last paragraph under the heading “Postbank Group is exposed to operational risks (including legal risks and regulatory risks), real estate risks, investment risks and business risks” on p. 45 of the Prospectus is hereby amended as follows:

“These risks are also addressed in the Risk Report contained in the Audited Consolidated Financial Information for the Year 2008 incorporated by reference into this Prospectus (see section " Documents Incorporated by Reference "). Any of the factors described above could have material adverse effects on Postbank Group’s financial condition and results of operations. The realization of these risks may also lead to a downgrading of Postbank and instruments issued by it under this Programme or otherwise.”

5. Amendments to the section “TERMS AND CONDITIONS OF THE NOTES AND RELATED INFORMATION”

The subsection “V. Information relating to Pfandbriefe” of the section “TERMS AND CONDITIONS OF THE NOTES AND RELATED INFORMATION” is amended as follows:

• The following paragraph is hereby inserted after the fourth paragraph under the heading “ Introduction ” on p. 144 of the Prospectus:

“In 2009, the Pfandbrief Act was amended. Among other changes, the new Pfandbrief category of Airplane Mortgage Pfandbriefe was created, rules requiring a certain liquidity cushion of the Cover Pool were established, and the list of assets qualifying as Cover Pool for Public Sector Pfandbriefe was extended and now also covers payment claims against certain qualifying public bodies in Switzerland, the United States, Canada or Japan. These amendments will become effective upon execution of the new law by the federal president and subsequent publication in the federal law gazette. Both actions are expected for the first quarter of 2009. The following description takes into account the amendments of the Pfandbrief Act expected to become effective as described above.”

• The second paragraph under the heading “ Rules applicable to all Types of Pfandbriefe ” on p. 144 of the Prospectus is hereby amended to read as follows:

“Pfandbriefe may either be Mortgage Pfandbriefe, Public Sector Pfandbriefe, Ship Mortgage Pfandbriefe or Airplane Mortgage Pfandbrief. The outstanding Pfandbriefe of any one of these types must be covered by a separate pool of specified qualifying assets: a pool for Mortgage Pfandbriefe only, a pool for Public Sector Pfandbriefe only, a pool covering all outstanding Ship Mortgage Pfandbriefe only, and a pool covering all outstanding Airplane Mortgage Pfandbriefe only (each a "Cover Pool "). An independent trustee appointed by the BaFin has wide responsibilities in monitoring the compliance by the Pfandbrief Bank with the provisions of the Pfandbrief Act. In particular, the trustee monitors the sufficiency of the cover assets recorded in a register listing the assets provided as cover from time to time in respect of the Pfandbriefe of any given type; such register is maintained by the Pfandbrief Bank.”

• The fourth paragraph under the heading “ Rules applicable to all Types of Pfandbriefe ” on p. 145 of the Prospectus is hereby amended to read as follows:

“Such 2 per cent. excess cover must consist of highly liquid assets. Qualifying assets for the excess cover are (i) debt securities of the Federal Republic of Germany, a special fund of the Federal Republic of Germany, a German state, the European Communities, the states comprising the European

Economic Area, the European Investment Bank, the IBRD-World Bank, the Council of Europe Development Bank, or the European Bank for Reconstruction and Development, of Switzerland, the United States, Canada or Japan, if such countries satisfy certain requirements under directive 2006/48/EC; (ii) debt securities guaranteed by any of the foregoing entities; and (iii) credit balances maintained with the European Central Bank, the central banks of the member states of the European Union and appropriate credit institutions which have their corporate seat in a country listed under (i) above, in the case of Switzerland, the United States, Canada or Japan such appropriate credit institutions have to satisfy certain requirements in connection with directive 2006/48/EC and national rules and regulation implementing Basel II. In addition, to safeguard liquidity, a certain liquidity cushion must be established.”

• The first paragraph under the heading “ Cover Pool for Public Sector Pfandbriefe ” on p. 146 of the Prospectus is hereby amended to read as follows:

“The Cover Pool for Public Sector Pfandbriefe may comprise payment claims under loans, bonds or similar transactions of a wide spectrum of states and other public bodies, including, but not limited to: (i) the German government as well as any German state, municipality or other qualifying public bodies in Germany; (ii) any member state of the European Union or another contracting state of the agreement on the European Economic Area, certain qualifying public bodies of such states, and the respective central banks of such states; (iii) regional governments and local territorial authorities of the countries listed under (ii) above; (iv) Switzerland, the United States, Canada or Japan, and the respective central banks of such countries, if such countries satisfy certain requirements under directive 2006/48/EC; (iv) regional governments and local territorial authorities of the countries listed under (iv) above if certain solvability conditions are met; (v) certain qualifying public bodies of the countries listed under (iv); (vi) the European Central Bank, multilateral development banks such as the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Investment Bank, or the European Bank for Reconstruction and Development, and International Organizations; and (vii) any entity the obligations of which are guaranteed by a public entity referred to or mentioned in (i) through (iv), (vi) and (vii) above.”

6. Amendments to the section “TAXATION”

The section “TAXATION” is amended as follows:

• The fourth sentence of the third paragraph under the heading “Interest/Capital Gains” on p. 150 of the Prospectus is hereby amended as follows:

“According to the Annual Tax Act 2009 ( Jahressteuergesetz 2009 ), assets also have to be qualified as financial innovations if the redemption of the invested capital is partly guaranteed or if a separation of the levels of income and principal seems to be possible.”

• The third sentence of the first paragraph under the heading “Withholding” on p. 151 of the Prospectus is hereby amended as follows:

“However, an exemption from the withholding tax generally applies to corporations and, subject to further requirements, to other business investors for certain types of capital investment income (e.g. certain income from capital gains). You should consult your tax advisor as to the exact requirements for avoiding or limiting withholding by a Disbursing Agent.”

7. Amendments to the section “DESCRIPTION OF POSTBANK GROUP”

The section “DESCRIPTION OF POSTBANK GROUP” is amended as follows:

• The first sentence of the first paragraph under the heading “Overview, Principal Market” on p. 162 of the Prospectus is hereby amended as follows:

“With about 14.1 million active customers and approximately 21,100 employees, Postbank Group is one of Germany’s major providers of banking and other financial services.”

• The sentence under the heading “Subsidiaries and Equity Interests” on p. 166 of the Prospectus is hereby amended as follows:

“A list of Postbank’s consolidated subsidiaries as of 31 December 2008, specifying the name of the subsidiary or other company and Postbank’s equity interest, is included in the Audited Consolidated Financial Information for the Year 2008 (see Section "Documents Incorporated by Reference").”

• The heading “Trend Information; Interim Financial Information” on p. 166 of the Prospectus is hereby amended as follows:

“Trend Information ”

• The paragraph under the heading “Statement regarding Material Adverse Change” on p. 166 of the Prospectus is hereby amended as follows:

“The financial markets crisis had considerable adverse effects on the financial condition and results of operations of Postbank Group in the second half of 2007 and in 2008. This led to the incurrence of significant losses of Postbank Group in 2008, particularly in the fourth quarter of 2008. A significant share of the losses in the fourth quarter of 2008 were incurred in connection with the active reduction of Postbank Group’s investment securities (in particular the liquidation of the equity) portfolio. In the first quarter of 2009, Postbank was subject to rating downgradings (see “Postbank Ratings”).

There continues to be a high level of uncertainty regarding the future development of the financial markets and overall economic conditions. Postbank expects that the continuing financial market crisis, the deepening economic crisis accompanied by a general concern over a long enduring recession will continue to characterize the development of the financial markets in the first half of 2009 and beyond.

In view of this environment, Postbank continues to pursue its plan to actively reduce its investment securities portfolio in order to reduce risks and portfolios which are contingent on the capital markets. In this context, Postbank expects further negative impacts on its trading and investment results. In particular, the sale of investments as well as valuation losses on embedded derivatives, structured loan products and other securities as well as on the revaluation reserve with respect to financial instruments in the available for sale category is expected to have further adverse financial effects on Postbank Group.

Also, depending on the development of the economic conditions overall, further adverse effects on allowances for loans and advances as a result of the deterioration of the financial situation of business partners are likely, in particular with respect to lending activities outside of Postbank’s home market Germany.

Postbank Group plans to concentrate even more on its retail and corporate banking business and to further focus its business model on these areas. Postbank aims to build on the positive trend of 2008 for new business, especially in the area of checking accounts, savings deposits, private building finance and consumer loans. Although the spread of the financial markets crisis to the economy in general and the consequent adverse effects on other areas of the economy results in increasingly difficult conditions for Postbank Group’s customer business, Postbank believes it is well positioned with stable income from its customer business and a solid refinancing potential.

In line with this strategy, Postbank Group has targeted interest and commission income as its main source of future earnings, whereas trading and investment income will have a considerably less significant role due, not least of all, to the reduction of its investment portfolio that is already in progress. This may temporarily lead to a decline in earnings, but is directed toward achieving stable and sustained profitability in the medium and long term.”

• The paragraph under the heading “Interim Financial Information” and such heading on p. 166 of the Prospectus are hereby deleted.

• The paragraphs under the heading “Major Shareholders” on p. 169 of the Prospectus are hereby amended as follows:

“Deutsche Post AG and Deutsche Bank AG are major shareholders in Postbank. Deutsche Post AG indirectly holds 39.5 per cent. of the share capital of Postbank through wholly owned subsidiaries, and Deutsche Bank AG indirectly holds a blocking minority of 25 per cent. plus one share of the share capital of Postbank. To the knowledge of Postbank, as of the date of this supplement no other shareholder holds directly or indirectly 10 per cent. or more of the share capital of Postbank.

On 12 September 2008 Deutsche Post AG announced that it intends to sell a minority stake of 29.75 per cent. in Postbank to Deutsche Bank AG for Euro 2.79 billion or Euro 57.25 per share. Based on the information contained in the mandatory public announcements and notifications of Deutsche Post AG und Deutsche Bank AG, in addition to the minority stake acquisition, Deutsche Post AG had agreed to grant Deutsche Bank AG an option to acquire an additional 18.0 per cent. of Postbank for Euro 55.00 per share (subject to anti-dilution adjustment), and Deutsche Post AG had been granted a put option to sell its remaining stake of 20.25 per cent. plus one share in Postbank to Deutsche Bank AG. On 14 January 2009 Deutsche Post AG and Deutsche Bank AG announced that they have adjusted the aforementioned transaction structure. Based on the information contained in the mandatory public announcements and notifications of Deutsche Post AG und Deutsche Bank AG, the amended transaction comprises the following key elements:

• Deutsche Bank AG acquired 22.9 per cent. stake in Postbank (50 million shares) against the issuance of new shares of Deutsche Bank AG (representing approximately 8 per cent. of Deutsche Bank AG’s increased share capital) to Deutsche Post AG. The acquisition became effective on 6 March 2009. Together with a 2.1 per cent. stake in Postbank that Deutsche Bank AG already owns, it has a blocking minority of 25 per cent. plus one share in Postbank.

• On 25 February 2009, Deutsche Post AG issued a mandatory exchangeable bond exchangeable into Postbank shares representing a 27.4 per cent. stake in Postbank (60 million shares) to Deutsche Bank AG. The mandatory exchangeable bond has a term of three years.

• Deutsche Bank AG has been granted a call option by Deutsche Post AG and has itself granted a put option to Deutsche Post AG, for Deutsche Post AG’s remaining 12.1 per cent. in Postbank (26.4 million shares). These options can be exercised from 28 February 2012 to 25 February 2013.”

• The paragraph under the heading “Statutory Auditors” on p. 170 of the Prospectus is hereby amended to read as follows:

“For the financial years ended 31 December 2007 and 31 December 2008, the independent auditors of Postbank were PricewaterhouseCoopers Aktiengesellschaft Wirtschafts-prüfungsgesellschaft (“ PWC ”), Moskauer Strasse 19, 40227 Düsseldorf. PWC has issued an unqualified auditor´s report (Bestätigungsvermerk ) in each case. PWC is a member of the German Chamber of Public Accountants (Wirtschaftsprüferkammer ).”

• The paragraph under the heading “ Significant Change ” on p. 171 of the Prospectus is hereby amended as follows:

“Save as disclosed in this Prospectus (as amended by this Supplement and the documents incorporated into the Prospectus thereby), there has been no significant change in the financial position of Postbank Group since the date of its last published audited financial statements for the year ended 31 December 2008.”

• The paragraph under the heading “ Financial Information concerning Postbank’s Assets and Liabilities, Financial Position and Profits and Losses ” on p. 172 of the Prospectus is hereby amended as follows:

“The following historical financial information is incorporated by reference into this Prospectus, all as set forth in more detail in the section "Documents Incorporated by Reference":

• the audited consolidated financial statements of Postbank as at and for the years ended 31 December 2008 and 2007, as reflected in the Audited Consolidated Financial Information for the Year 2008 and 2007.”

• The headings “Issuer Credit Ratings” and “General Programme Ratings” and the paragraphs under such headings on p. 172 of the Prospectus are hereby amended as follows:

“Issuer Credit Ratings

On 19 February 2009 FitchRatings Ltd. downgraded Deutsche Postbank AG’s long-term debt from “A” to “A-“. On 4 March 2009 Moody’s Investor Service downgraded Deutsche Postbank AG’s long- term debt from “Aa2” to “Aa3”.

The credit ratings of Postbank as of the date of this supplement are as follows:

Rating Agency Long-term debt Short-term debt Fitch Ratings Ltd. A- F1 Moody’s Investor Service Aa3 P-1 Standard & Poor’s A- A-2

The outlook of the rating of Standard & Poor’s as of the date of this Prospectus is "positive", while the rating of Moody’s Investor Service is placed under review for possible further downgrade and the outlook of the rating of Fitch Ratings Ltd. is "stable".

General Programme Ratings

The ratings assigned by the rating agencies to the Debt Issuance Programme are as follows:

Fitch Ratings Ltd. Long-term senior debt A- Long-term subordinated debt BBB+ Short-term debt F1

Moody’s Investor Service Senior unsecured obligations Aa3 All subordinated debt A1 All short term instruments P-1

Standard & Poor’s Senior unsecured debt A- Senior subordinated debt BBB+ Junior subordinated debt (Tier 3) BBB