EXHIBIT 4.2

DEUTSCHE BANK RESTRICTED EQUITY UNITS PLAN
PLAN DOCUMENTATION - PLAN RULES

1. PURPOSE

The DB Restricted Equity Units Plan is intended to motivate key employees
through participation in Deutsche Bank value creation and to align the interests
of employees with those of the shareholders. The program fosters a common
interest between shareholders and employees of the Bank, as well as a perceived
sense of employee ownership through awards linked directly to the DB Share
price.

Participants in the DB Restricted Equity Units Plan are selected at the
discretion of the Committee. Participation during one Plan year does not
guarantee future participation.

2. DEFINITIONS

2.1 For the purposes of the Plan, the following terms shall have the meanings
indicated:

"Award" means the award of Notional DB Shares made pursuant to this Plan (both
the Initial Award and the Exceptional Award, as defined below).

"Award Date" means the effective date of an Award, as shown on the Award
Statement.

"Award Statement" means the statement entitled "Award Statement" issued to a
Participant under this Plan advising the Participant of, among other things, the
Initial Award and Exceptional Award Values, the number of Notional DB Shares
awarded and the Vesting Date(s) of such Award.

"Cause" means in respect of the termination of the Participant's employment by
DB (i) any act or series of acts or omissions that, when taken together or
alone, constitute a material breach of the terms and conditions of employment,
(ii) the conviction of the Participant by a competent court of law of any crime
(other than minor motoring offences or offences of a similar or reputation of
DB), (iii) unlawful, unethical or illegal conduct, or any misconduct by the
Participant in connection with the performance of his or her duties as an
employee of DB or otherwise in accordance with the terms of the DB employee
handbook or other local contractual documentation, (iv) knowingly failing or
refusing to carry out specific lawful instructions from DB relating to material
matters or duties within the scope of the Participant's responsibilities for DB,
(v) committing any act involving dishonesty, fraud, misrepresentation, or breach
of trust, or (vi) the issue of any order or enforcement action against the
Participant or against DB by any regulatory body with authority over the conduct
of business by DB that materially impairs a) the financial condition or business
reputation of DB or b) the Participant's ability to perform his or her assigned
duties.

"Change of Control" means a change in the control of Deutsche Bank AG which
shall occur if, by one or a series of transactions or events, a third party or a
group of third parties acting together (directly or indirectly):

a)    acquires more than 50 percent of the issued share capital of DB and/or
      becomes entitled to exercise more than 50 percent of voting rights
      attributable to the issued share capital of DB; or



b)    acquires control of the stock, the Board of Directors or a substantial
      portion of the assets of any division within DB for which the Participant
      is then performing a substantial portion of his or her work.

The Committee will determine, at its sole discretion, whether or not a Change of
Control has occurred in accordance with this definition.

"Closing Price" means the closing price of DB Shares in the Xetra system as
reported on Bloomberg (under "DBK GY"), or the closing price on such other
exchange as determined by the Committee from time to time.

"Committee" means the DB Board of Managing Directors or any committee or other
entity or person designated by the DB Board of Managing Directors to act as the
decisional body under this Plan, or, to the extent that the Committee is
determining matters relating to Awards made or to be made to members of the DB
Board of Managing Directors, the Supervisory Board of DB or a duly authorised
committee of the same.

"Competitor" means any company or individual that provides services
substantially similar to, or intended to replace or serve as an alternative to,
any or all of the services rendered by DB. A list of Competitors is defined with
DB management and Human Resources advisors, and is maintained by the Plan
Administrator. The Competitor list is not exhaustive, and may be amended or
updated by the Committee from time to time. DB management and/or Human Resources
advisors may request that an entity not on the Competitor list be considered a
Competitor, if, in the reasonable opinion of the Committee, current and
legitimate business interests support this decision. For the avoidance of doubt,
if the Committee agrees, such entity will be treated as a Competitor for the
purposes of the forfeiture provisions of the Plan. Participants may send a
written request to the Plan Administrator to receive a copy of the Competitor
list, or view the Competitor list on the Global Compensation intranet site:
http://hronlineservices.intranet.db.com/gcomp.

"DB", "Deutsche Bank" or "the Bank" means Deutsche Bank AG, including any
division, business unit or subsidiary of it where the context permits, and, to
the extent provided below, any successor corporation or other company or
individual into which Deutsche Bank AG is merged or consolidated or to which
Deutsche Bank AG transfers or sells all or substantially all of its assets.

"DB Board of Managing Directors" means the Board of Managing Directors of
Deutsche Bank AG (the Vorstand).

"DB Restricted Equity Units Plan" means this Plan as defined in these Plan
Rules.

"DB Shares" means the registered shares of Deutsche Bank AG, as listed and
traded on the Frankfurt Exchange or other authorized exchanges, or any other
shares which may replace them from time to time.

"Exceptional Award" means an award of Notional DB Shares made pursuant to this
Plan, subject to the terms and conditions applied to Exceptional Awards as
defined herein.

"Exceptional Award Value" means the initial cash value of the Exceptional Award
in the currency as set out in the Award Statement.

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"Initial Award" means an award of Notional DB Shares made pursuant to this Plan,
subject to the terms and conditions applied to Initial Awards as defined herein.

"Initial Award Value" means the initial cash value of the Initial Award in the
currency as set out in the Award Statement.

"Notional DB Share" means a notional investment, the value of which fluctuates
in accordance with fluctuations in the market value of DB Shares.

"Participant" means any person who has been made a DB Restricted Equity Units
Award under the terms and conditions of this Plan.

"Person" means the Participant or in the case of death or Total Disability,
means a beneficiary, legal representative or administrator, if applicable.

"Plan Administrator" means DB Group Services (UK) Limited or any other person or
entity appointed by the Committee for the purpose of administering the Plan as
referred to in Rule 3.2.

"Plan Rules" or "Rules" means this document which sets out the binding terms and
conditions of the DB Restricted Equity Units Plan (as amended from time to time
pursuant to Rule 11).

"Proof of Certification" means any information deemed necessary by the Plan
Administrator to confirm compliance with the terms and provisions of an Award,
including, but not limited to, copies of tax returns, employment or
payroll-related documentation if requested, pertaining to the Restriction Period
and evidence of an employer-provided award and its forfeiture.

"Proprietary Information" means any information conceived, discovered or created
during or in consequence of the Participant's employment with DB and which is
not generally available (other than as a result of the Participant's action),
including, without limitation, all financial or product information, business
plans, client lists, compensation details or other confidential information,
copyright, patent and design rights in any invention, design, discovery or
improvement, model, computer program, system, database, formula or
documentation.

"Restriction Period" means the period of time between the date of Award (as set
forth in the Award Statement) and the Vesting Date.

"Retirement" means, for the purposes of the Plan

a) retirement at pensionable age in accordance with the pension plan of which
the Participant is a member, and/or

b) voluntary termination of employment or mutually-agreed termination of
employment after a minimum of five years of service as a Managing Director with
Deutsche Bank ("Career Retirement"). In applying this provision, DB requires
five years of consecutive service, calculated from the most recent date that the
Participant commenced employment with DB.

"Subsidiary" means any company or other entity in which Deutsche Bank AG has a
direct or indirect controlling interest or equity or ownership interest which
represents more than fifty percent (50%) if the aggregate equity or ownership
interest in such company or entity.

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"Total Disability" means a Participant is (i) prevented by accidental bodily
injury or illness from performing the majority of his or her assigned duties;
and (ii) so certified by the Committee, at its sole discretion.

"Vest" means, in the context of DB Restricted Equity Units Awards, to no longer
be subject to the forfeiture provisions contained in these Plan Rules. "Vesting"
and "Vested" shall be construed accordingly.

"Vesting Date" means the date or dates set forth in the Award Statement upon
which some or all of an Award will Vest.

2.2 Where the context permits, words in the singular shall include the plural
and vice versa and words in the masculine shall include the feminine.

2.3 The headings in the Rules are for the sake of convenience only and should be
ignored when construing the Rules.

3. ADMINISTRATION

3.1 POWER OF COMMITTEE: The Committee will have full discretionary power to
interpret and enforce the provisions of this Plan and to adopt such regulations
for administering the Plan as it decides are necessary. All decisions made by
the Committee pursuant to the Plan are final, conclusive and binding on all
persons, including the Participants and the Bank.

3.2 ADMINISTRATION BY THE PLAN ADMINISTRATOR: The Plan Administrator shall be
responsible for the general operation and administration of the Plan in
accordance with its terms and for carrying out the provisions of the Plan in
accordance with such resolutions as may from time to time be adopted, or
decisions made, by the Committee and shall have all powers necessary to carry
out the provisions of the Plan.

4. DB RESTRICTED EQUITY UNITS AWARD

4.1 GENERAL: The Award represents a contingent right, subject to the terms and
conditions in these Plan Rules, to receive DB Shares representing the Notional
DB Shares on the Vesting Date or, at the Plan Administrator's absolute
discretion, a cash distribution of the value of the underlying Notional DB
Shares (as calculated pursuant to Rule 7 below).

4.2 ELIGIBILITY: Subject to the terms and conditions in these Plan Rules, the
Committee or delegated divisional or executive board or committee may from time
to time make Awards to such Participants of DB as they shall select.

4.3 LEVEL OF AWARDS: Subject to this Rule 4, the Committee shall be entitled to
make Awards, or permit Awards to be made by such other persons as they may
determine, to such eligible employees and to such extent as it shall determine
and on such dates as the Committee shall determine. An Award shall give a
Participant no right to subscribe for unissued DB Shares.

4.4 AWARD STATEMENT: As soon as practicable after the date on which Awards are
made, the Participant shall be issued an Award Statement in such form as the
Committee shall determine.

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4.5 TERMS: Awards are subject to the following terms:

(a) Notional DB Shares: Participants are awarded Notional DB Shares as specified
in the Award Statement. Unless stated otherwise in writing to the Participant
(e.g. in the case of individual, off-cycle or Exceptional Awards), the number of
Notional DB Shares comprising the Award shall be determined by the Plan
Administrator by dividing the Euro equivalent of the Initial Award Value for the
Participant by the average Closing Price per DB Share for the last ten trading
days of the month prior to the month in which the Award is made, or the Closing
Price on the Award Date. The Euro equivalent of the Initial Award Value may be
determined using an average FX rate over the same period, the closing FX rate on
the last Frankfurt trading day of the year before the Award is made, or such
other rate determined by the Committee, as shown on the Award Statement.

(b)Vesting Date: subject to Rules 11 and 12, the Vesting Date will be such date
or dates as the Committee shall determine at the Award Date and will be stated
on the Award Statement.

(c) Restriction Period: During the Restriction Period, the Participant may not
(i) sell, pledge or grant to any person or entity any rights with respect to any
of the Notional DB Shares awarded under this Plan or (ii) enter into any
transactions having the economic effect of hedging or otherwise offsetting the
risk of price movements (except as set out below in relation to the currency
hedge), or attempt to do so, with respect to all or part of his or her position
in the Notional DB Shares. Unless offered by the Plan Administrator or
authorised by the Committee, any of the foregoing actions will result in the
forfeiture by the Participant of his or her Award without any claim for
compensation arising therefrom. If the Participant breaches any of the
conditions relating to forfeiture specified below during the Restriction Period,
his or her Award may be forfeited with effect from such breach without any claim
for compensation arising therefrom.

Once an Award has vested, all Plan restrictions associated with it will lapse,
although any subsequent dealing in DB Shares remains subject to the requisite
Compliance Department approval.

(d) Restrictions: as required by Rule 10 Participants will not be permitted to
sell, transfer, pledge or hedge their DB Restricted Equity Units Award.

(e) Settlement: Settlement shall take place in accordance with Rule 7.

4.6 COMPLIANCE: The making of any Award and its settlement in accordance with
Rule 7 is subject to any approvals or consents required under any applicable
laws, regulations or governmental authority, the requirements of any exchange on
which DB Shares are traded and any regulations adopted by the Compliance
Department.

4.7 SURRENDER OF AWARD: A Participant may surrender an Award in whole or in part
no later than 60 days after the Award Date, except where an Award is the subject
of a prior waiver or election into a deferral plan such as the Executive Fund
Tracker Plan. Any Award surrendered shall be deemed never to have been made.

5. AUTOMATIC FORFEITURE OF UNVESTED PORTIONS OF AN AWARD

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5.1 GENERAL: A Participant shall automatically forfeit any unvested Initial
Award(s) without any claim for compensation if, at any time prior to the Vesting
Date for that Award any of the following events or activities occurs:

(a) the Participant's employment with DB is terminated for Cause, or the
Participant is responsible for any act or omission that breaches the terms of
any agreement into which the Participant may have entered concerning the
termination of his or her employment with DB, including any settlement or
separation agreement or compromise agreement;

(b) the Participant voluntarily gives notice of termination, or voluntarily
terminates, his or her employment with DB (including Retirement as defined in
these Plan Rules) and joins a Competitor prior to the fourth anniversary of the
Award date;

(c) the Participant directly or indirectly solicits or entices away, or
endeavours to solicit or entice away any individual person who is employed or
engaged by DB either at Vice President level or above or in a managerial,
executive or technical capacity or who is in possession of confidential
information belonging to DB and with whom the Participant has had business
dealings during the course of his or her employment in the 12 months immediately
prior to the termination date;

(d) the Participant solicits, directly or indirectly, any company or entity who
was a customer or client of DB at any time prior to the Vesting Date in order to
provide (directly or indirectly) to such company or individual services similar
to, competitive with, or intended to replace or serve as an alternative to, any
or all of the services provided to such company or individual by DB;

(e) the Participant directly or indirectly uses, discloses or disseminates to
any other company, individual or entity or otherwise employs Proprietary
Information, except as specifically required in the proper performance of the
Participant's duties for DB;

(f) the Participant acts in a manner that is prejudicial to DB's reputation;

(g) the Participant fails to establish a valid brokerage or custodial account,
if required; or

(h) the Participant fails to provide, if asked, the Proof of Certification
required under the Plan Rules.

The Exceptional Award is also subject to the forfeiture provisions above. In
addition, if the Participant voluntarily gives notice of termination, or
voluntarily terminates, his or her employment with DB at any time prior to the
Vesting Date, the Participant will forfeit his or her entire unvested
Exceptional Award, and;

(i) if the termination date is before the second anniversary of the Award Date,
the Participant's unvested Initial Award will also be forfeited, even if the
Participant does not join a Competitor;

(j) If the termination date is on or after the second anniversary of the Award
Date (but before the third anniversary of the Award Date), 50% of the
Participant's unvested Initial Award will be forfeited, even if the Participant
does not join a Competitor;

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(k) If the Participant's termination date is on or after the third anniversary
of the Award Date (but before the fourth anniversary of the Award Date), 25% of
the Participant's unvested Initial Award will be forfeited, even if the
Participant does not join a Competitor; and

(l) if the Participant's termination date is on or after the fourth anniversary
of the Award Date, this voluntary termination will not lead to automatic
forfeiture of the Participant's unvested Initial Award, regardless of whether or
not the Participant joins a Competitor.

5.2 INTERPRETATION: For purposes of Rule 5.1 above, a Person shall be deemed to
have "joined" a Competitor if such Person provides services to such Competitor,
either directly or indirectly, on his or her own behalf or in the service of or
on behalf of others, as an officer, employee, consultant, partner, independent
contractor, fiduciary, or in any other capacity, whether remunerated or not.

5.3 RIGHTS OF COMMITTEE: The Committee or delegated divisional board shall have
the right to determine, in its sole discretion, whether or not conduct by a
Participant falls within any of the circumstances set forth in Rule 5.1 or 5.2,
and may delegate the power conferred by this Rule to such individual or entity
as it may from time to time determine.

6. EFFECT OF OTHER TERMINATIONS OF EMPLOYMENT

6.1 TOTAL DISABILITY OR DEATH: If, before the Vesting Date, the Participant's
employment with DB terminates due to Total Disability or death, the Participant,
or his or her duly appointed representative, may, on production of satisfactory
evidence, submit a request to the Plan Administrator to Vest any unvested
portion of the Participant's Award(s) in full. The Plan Administrator may, in
its absolute discretion, decide whether or not to satisfy the request. If no
such request is made, or the Plan Administrator determines not to satisfy any
request made, the Award will continue to vest on the schedule provided in the
Award Statement, and will continue to be subject to Rule 5.1. In any event, the
Award shall be settled in accordance with the provisions of Rule 7, provided
always that the Plan Administrator may, in its absolute discretion, (i)
determine to settle an Award by payment in cash or other assets with a value
equivalent to the value of such Award and (ii), in the case of death, the Plan
Administrator may, in its absolute discretion, make a distribution to such
Person, as it, in its absolute discretion, thinks fit having regard to, but not
being bound by, any wishes expressed by the Participant in writing to the Plan
Administrator.

6.2 TERMINATION FOR ANY OTHER REASON: Subject to the discretion of the Committee
referred to in this Rule 6.2, if a Participant leaves DB before the Vesting Date
for any reason other than Total Disability or death or is under notice of
termination as at such date (whether given by the Participant or by DB), any
unvested Awards will be subject to forfeiture without any claim for
compensation. However, except where Rule 5.1 applies, the Committee may, in its
sole discretion, determine that a Participant shall be permitted to retain his
or her rights to part or all of any unvested Awards and the terms upon which any
remaining Awards shall Vest. Without fettering the discretion of the Committee,
an Award will not normally be forfeited and will continue to Vest in accordance
with the Award Statement, unless the Committee determines otherwise, if the
Participant leaves DB for one of the following reasons:

a) mutually agreed termination of employment;

b) termination without Cause;

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c) redundancy; and/or

d) retirement (as defined in these Plan Rules), except where the Participant
joins a Competitor.

However, if at any time before the Vesting Date the Participant engages in any
of the activities described in subsection 5.1, the Participant's Award shall
immediately be forfeited without any claim for compensation.

7. AWARD SETTLEMENT

7.1 TIME AND MANNER OF SETTLEMENT: Subject to Rules 7.4 and 7.5, and provided
the Plan Administrator has not forfeited the Participant's Award, all
restrictions on the Award will automatically terminate on the Vesting Date.
Starting approximately fifteen trading days after the Vesting Date, the Award
shall be settled as follows:

either (at the discretion of the Plan Administrator):

a) a distribution of one DB Share for each Notional DB Share after the Vesting
Date to an approved account established by the Participant; or

b) a cash distribution to the Participant via local payroll, or a distribution
of assets, of an amount or value based on the price per share for each Notional
DB Share equal to the average DB Share price on the first ten trading days of
August.

7.2 PAYMENT: Any cash payment will be made within a reasonable number of
business days following the distribution date, subject to local payroll cycles
and procedures. DB will have the right to make and/or report any payment through
the Participant's employer, regardless of any adverse tax consequences this may
cause to the Participant.

7.3 CUSTODY/BROKERAGE ACCOUNT: The Participant must establish, and identify, an
account into which any payment in the form of DB Shares or other securities is
to be made following the Vesting Date. In the event that the Participant or his
or her duly appointed representative or beneficiary fails to identify, before
the Vesting Date or such other date as identified by the Plan Administrator, the
account to which any payment in the form of DB Shares or other securities is to
be made, the Plan Administrator may in its sole discretion forfeit any and all
benefits related to the Award (whether or not the Award has Vested) without any
claim for compensation on the part of the Participant and/or his or her duly
appointed representative or any beneficiary.

7.4 DEATH OR DISABILITY: If the Participant's employment terminates due to his
or her death or Total Disability, the settlement of the Participant's Award will
be determined in accordance with Rule 6.1 and this Rule 7.

7.5 TAX AND SOCIAL SECURITY WITHHOLDING: A distribution to a Participant shall
be net of any applicable withholding tax requirements. Depending on the
individual circumstances, if Participants change locations during an award
period, distributions to Participants may become subject to multiple withholding
taxes or double taxation. If a distribution is made solely in the form of DB
Shares or other assets, the Plan Administrator may withhold a portion of the DB
Shares or other assets otherwise distributable to the Participant (or his or her
representative or such other person to whom the distribution is made) in an
amount

                                       8



sufficient to satisfy such withholding liability or may sell an appropriate
portion of the DB Shares or other assets on behalf of the Participant and
withhold sufficient sale proceeds to satisfy such withholding liability. The
Participant (or his or her representative, if applicable) is responsible for
reporting the receipt of income or the proceeds of any sale as a result of the
operation of this Rule 7.5 or otherwise to the appropriate tax authority. DB
takes no responsibility as to the taxation consequences of participating in the
Plan and a Participant should therefore seek his or her own tax advice on the
taxation consequences of participating in the Plan.

7.6 INFORMATION TO BE FURNISHED BY THE PARTICIPANT:

Prior to receiving a distribution described in this Rule 7, the Participant (or
his or her designated beneficiary, if applicable) must provide details of the
account described in Rule 7.3. The Plan Administrator may withhold distribution
of the settlement of the Participant's Award until information deemed sufficient
by the Plan Administrator is delivered to the Plan Administrator. If the
Participant's employment has terminated prior to the Vesting Date, the Plan
Administrator shall have the right at any time to require from the Participant,
and the Participant shall have the obligation to deliver to the Plan
Administrator if requested (and no later than 30 days following such a request)
completed Proof of Certification. If a Participant fails to deliver to the Plan
Administrator, by such date, information sufficient to enable the Plan
Administrator to determine the status of such Participant, the Plan
Administrator shall have the right to cause such Participant to forfeit the
portion of his or her Award which was unvested at the date of termination
without any claim for compensation.

8. PARTICIPANT CONFIDENTIALITY

The Participant shall maintain his or her participation in the Plan in
confidence both within and outside DB, and shall not disclose the provisions of
the Plan or the amount of any Award made to the Participant under the Plan to
any Person, except the Participant's spouse or partner or his or her legal, tax
and/or financial advisor or to the extent legally required to do so, without the
prior authorisation of the Plan Administrator. If the Plan Administrator
determines that the Participant has failed to comply with this confidentiality
obligation prior to the Vesting Date it may in its sole discretion cause the
unvested portion of a Participant's Award to be forfeited without any claim for
compensation.

9. CURRENCY HEDGE

The Plan Administrator may in its sole discretion provide any Participants with
the opportunity to direct the Plan Administrator to calculate any awards that
may be due to Participants by reference to a calculation which will reasonably
and substantially replicate the effects of a currency hedge. DB will not enter
into hedging contracts on the Participants' behalf.

10. AWARDS RESTRICTIONS

Other than in the event of the death of the Participant, a Participant's Award
shall not be assignable or transferable by the Participant, or made subject to
any obligation or security interest other than to satisfy any outstanding
obligations the Participant has with DB or the Plan Administrator.

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DB shall have the right to assign its contractual rights and/or obligations
under this agreement in full or in part to any other member of the DB Group at
its sole discretion without consent of the Participant.

11. AMENDMENT OR TERMINATION OF THE PLAN

11.1 TERMINATION OF PLAN: The Committee may amend or terminate the Plan at any
time at its sole discretion. Termination of the Plan (as opposed to amendment of
the Plan) would be without prejudice to the subsisting rights of Participants.

11.2 AMENDMENT OF PLAN: The Committee may at any time alter or add to all or any
of the provisions of the Plan in any respect at its sole discretion provided
that the Committee cannot materially adversely affect a Participant's existing
Award without his or her prior written consent.

11.3 TERMINATION OF AWARDS: The Committee may, at its sole discretion, decide at
any time to accelerate the Vesting of some or all of a Participant's Award or to
replace it with an Award of other assets (including cash) or to take such other
steps as it decides are appropriate.

12. EFFECT OF CHANGE OF CONTROL

12.1 CHANGE OF CONTROL: Upon a Change of Control of DB or any of its
subsidiaries, divisions or business units, the Committee may, at its sole
discretion, decide to accelerate the Vesting of either some or all of a
Participant's Award or to replace it with an award of other assets as notified
to the Participant by the Plan Administrator or to take such other steps as it
decides are appropriate.

12.2 REDUCED RESPONSIBILITY: If, within 180 days following a Change of Control,
Deutsche Bank materially reduces a Participant's responsibilities and the
Participant voluntarily terminates his or her employment with Deutsche Bank; or,
within 180 days following a Change of Control, if a Participant is terminated
for any other reason other than for Cause and Deutsche Bank does not offer the
Participant substantially similar responsibility in another position, the
Participant will continue to participate in the DB Restricted Equity Units Plan
on the same terms and conditions as a Participant who has been made redundant.

12.3 COMMITTEE'S DISCRETION: The Committee will have the sole discretion to
determine whether a Change of Control has occurred, whether an employee's
responsibilities have been materially reduced and whether the Participant's
employment has voluntarily terminated.

13. CHANGES IN CAPITALISATION

If any change shall occur in or affect DB Shares on account of a merger,
reorganisation, extraordinary stock dividend, stock split or similar changes
which the Committee reasonably determines justifies adjustments to Awards, the
Plan Administrator shall make such appropriate adjustments as are determined by
the Committee.

14. GENERAL

14.1 NO GUARANTEE OF BENEFITS:

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(a) The granting of an Award is at the sole discretion of the Committee. The
Committee is not obligated to make any Award, or permit any Award to be made, in
the future or to allow employees of DB to participate in any future or other
equity compensation Plan even if an Award has been awarded in one or more
previous years.

(b) Nothing in these Plan Rules shall be construed as an obligation or a
guarantee by DB, the Committee or the Plan Administrator with respect to the
future value of an Award.

(c) Nothing contained in these Plan Rules shall constitute a guarantee by DB
that the assets of DB will be sufficient to pay any benefit or obligation
hereunder. No Participant or other Person shall have any right to receive a
benefit under the Plan except in accordance with the terms of these Plan Rules.

(d) An Award shall not (except as may be required by taxation law) form part of
the emoluments of individuals or count as wages or remuneration for pension or
other purposes.

(e) Any Participant who ceases to be an employee of DB as a result of the
termination of his or her employment for any reason whatsoever, whether lawfully
or unlawfully, shall not be entitled and shall be deemed irrevocably to have
waived any entitlement by way of damages for breach of contract, or by way of
compensation for loss of office or employment or otherwise to any sum, shares or
other benefits to compensate him or her for the loss or diminution in value of
any actual or prospective rights, benefits or any expectations in relation to
any Award, the Plan or any instrument executed pursuant to it.

14.2 NO ENLARGEMENT OF PARTICIPANT RIGHTS: The establishment of the Plan and the
making of the Award thereunder shall not be construed as an employment agreement
and shall not give any Participant the right to be retained in the employment of
DB or to otherwise impede the ability of DB to terminate the Participant's
employment. No communications concerning the Award shall be construed as forming
part of a Participant's terms and conditions of employment or any employment
agreement with DB.

14.3 CORPORATE SUCCESSORS: The Plan shall not be automatically terminated by a
transfer or sale of assets of Deutsche Bank AG, or by its merger or
consolidation into or with any other corporation or other entity, but the Plan
shall be continued after such sale, merger or consolidation only if and to the
extent that the transferee, purchaser or successor entity agrees to continue the
Plan. In the event that the Plan is not continued by the transferee, purchaser
or successor entity, the Plan shall terminate subject to the provisions of Rule
7 and Rule 11 and the Participant or any Person shall have no further claim for
compensation arising out of any such termination of the Plan.

14.4 SEVERABILITY: The invalidity or non-enforceability of any one or more
provisions of these Rules shall not affect the validity or enforceability of any
other provision of these Rules, which shall remain in full force and effect.

14.5 LIMITATIONS ON LIABILITY: Notwithstanding anything to the contrary in these
Rules, neither DB, the Plan Administrator, nor any individual acting as an
employee, agent or officer of DB or the Plan Administrator, shall be liable to
any Participant, former employee or any beneficiary or other Person for any
claim, loss, liability or expense incurred in connection with the Plan.

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14.6 CLAIMS BY PARTICIPANTS: Any claim or action of any kind by a Participant or
beneficiary with respect to benefits under the Plan or these Plan Rules,
including any arbitration or litigation filed in a court of law, must be brought
within one year from the date that settlement of a Participant's Award was made
or would have been made had such Award not been forfeited pursuant to these
Rules, unless such a time restriction is barred or limited, or a different time
restriction is imposed, by law by the jurisdiction in which the Participant is
employed or was resident at the Vesting Date, in which case the limitation
provided by such local law will apply.

14.7 NO TRUST OR FUND CREATED: Neither the Plan nor any agreement made hereunder
shall create or be construed as creating a trust or separate fund of any kind or
a fiduciary relationship between DB and the Participants or any other Person. To
the extent that any Person acquired a right to receive payments from DB pursuant
to a grant under the Plan, such right shall be no greater than the right of any
unsecured general creditor of DB.

15. ENTIRE UNDERSTANDING

These Plan Rules together with the Award Statement set forth the entire
understanding of the parties with respect to the Award described on the Award
Statement. Any agreement, arrangement or communication, whether oral or written,
pertaining to the Award described in the Award Statement is hereby superseded
and the foregoing Award shall be subject to the provisions of these Plan Rules.
To the extent that there is any inconsistency between these Rules and the Award
Statement or other communications, these Plan Rules shall prevail.

16. NOTICES

All notices or other communications with respect to these Plan Rules shall be in
writing and shall be deemed to have been given or served if delivered in person
or by facsimile transmission, or registered mail (return receipt requested,
postage prepaid) to the parties at the following address (or at such other
address for a party as shall be specified by like notice):

Plan Administrator
Global Compensation 5-85 LW
c/o DB Group Services (UK) Limited
1 Great Winchester Street
London EC2N 2DB
United Kingdom

17. APPLICABLE LAW AND ARBITRATION

Interpretation of these Plan Rules shall be governed by and construed in
accordance with the laws of England and Wales to the exclusion of the rules on
the conflict of laws. All disputes arising out of or in connection with this
Award shall be subject to the exclusive jurisdiction of the courts of England
and Wales.

The effective date of this document is 01 February 2004. As of this date, these
Plan Rules apply to all awards granted under this Plan, and supersede and
replace any Plan Rules previously provided, until Plan Rules issued with a later
effective date will supersede and replace these Plan Rules.

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