Exhibit 4.3

DEUTSCHE BANK GLOBAL PARTNERSHIP PLAN
EQUITY UNITS
PLAN RULES

1.   PURPOSE

The Purpose of the DB Global Partnership Plan is to aid Deutsche Bank in
securing and retaining key employees of the firm and to motivate these employees
to exert their best efforts on behalf of the Bank and its subsidiaries. In
addition, the Bank will benefit from the added interest the respective
Participants will have in the welfare of the Bank as a result of their increased
interest in Deutsche Bank stock.

2.   DEFINITIONS

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

"Award" means the award of any or all of DB Equity Units made pursuant to this
Plan.

"Award Date" means the date on which an Award is made, 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 number of DB Equity Units 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 the
Participant's 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 nature that do not affect the business 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; (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 which by reason of the
Participant's action or omission materially impairs either the financial
condition or business reputation of DB or the Participant's ability to perform
his or her assigned duties.

"Central Compliance" means a Participant's regional Compliance department.

"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):

(i) 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

(ii) 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 17:30 Intraday Auction Price of a DB Share on Xetra or
the closing price on such other exchange 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 named on the DB Competitor List
which provides services substantially similar to, or intended to replace or
serve as an alternative to, services rendered by DB. The Competitor List shall
be defined globally in consultation with DB locations, business divisions and
Human Resources. It shall be maintained centrally by the Plan Administrator, and
reviewed by the Committee from time to time. Participants may apply in writing
to the Plan Administrator for access to the List.

"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 Equity Units" means a contingent right to receive DB Shares or (at the
absolute discretion of the Plan Administrator) cash or other assets equal
to the value of DB Shares.

"DB Shares" means the registered shares of Deutsche Bank AG, as listed and
traded on Xetra, or such other exchange determined by the Committee or any other
shares which may replace them from time to time.

"Eligible Employee" has the meaning in Rule 4.

"Exceptional Award" means an additional award of DB Equity Units in accordance
with Rule 7 and indicated as such on the Award Statement.

"Participant" means any Eligible Employee who has been granted an Award that is
still outstanding under the Plan or, where the context permits, his personal
representatives.

"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.


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"Plan Rules" means this document, which sets out the binding terms and
conditions of the DB Global Partnership Plan, as amended from time to time
pursuant to Rule 16.

"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, supplying copies of tax returns, employment or
payroll-related documentation.

"Proprietary Information" means any information conceived, discovered or created
during or in consequence of the Participant's employment with DB, 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.

"Reference Price" means the higher of (i) the average Closing Price for the 10
trading days immediately prior to the Award Date, and (ii) the Closing Price on
the Award Date.

"Restriction Period" means in respect of DB Equity Units (including Exceptional
Awards) the period of time beginning with the Award Date and ending with the
date on which a Participant is unconditionally eligible to receive DB Shares (or
their equivalent value) as determined in accordance with Rules 6 and 7 and
during which period the Participant shall not be entitled to sell, transfer,
pledge, hedge or otherwise encumber his or her DB Equity Units.

"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 DBGP Awards and subject to Rule 8.5, 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.

"Xetra" means the electronic trading system of the Frankfurt Stock Exchange (or
any successor system).

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 shall be final, conclusive and binding on all
persons, including the Participants and the Bank.


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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 by the
Committee, and shall have all powers necessary to carry out the provisions of
the Plan.

4.   ELIGIBILITY

Members of the DB Board of Managing Directors and/or such other employees of DB
that the Committee nominates as Senior Partners ("Eligible Employees") shall be
eligible to receive Awards under the Plan.

5.   AWARDS

5.1 LEVEL OF AWARDS: Subject to this Rule 5, 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.

5.2 DB EQUITY UNITS: DB Equity Units may be awarded on such dates as the
Committee shall determine. An Award of DB Equity Units shall give a Participant
no right to subscribe for unissued DB shares.

5.3 AWARD STATEMENT: No payment is required for the grant of an Award. 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.

5.4 COMPLIANCE: The making of any Award and its settlement in accordance with
Rule 10 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 Central Compliance.

5.5 SURRENDER OF AWARD: A Participant may surrender an Award by advising the
Plan Administrator in writing at the address shown at the top of the Award
letter no later than six months after the Award Date. Any Award surrendered
shall be deemed never to have been made.

6.   DB EQUITY UNITS

6.1 GENERAL: DB Equity Units represent a contingent right, subject to the terms
and conditions in these Plan Rules, to receive one DB Share for every DB Equity
Unit on the expiry of the Restriction Period or, at the Plan Administrator's
absolute discretion, cash or other assets with a value equivalent to the value
of such DB Shares (as calculated pursuant to Rule 10 below).

6.2 TERMS OF DB EQUITY UNITS: Subject to Rule 7, DB Equity Units shall be
subject to the following terms:

(a) Vesting Date: subject to Rules 8, 9, 14.3 and 15, the Vesting Date is the
second anniversary of the Award Date or such other date or dates as the
Committee shall determine at the Award Date, as shown on the Award Statement.


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(b) Restriction Period: subject to Rules 8, 9, 14.3and 15, the Restriction
Period shall be 42 months commencing on the Award Date or such other period as
the Committee shall determine at the Award Date.

(c) Restrictions: as required by Rule 13Participants will not be permitted to
sell, transfer, pledge or hedge their Equity Units until the end of the
Restriction Period.

(d) Settlement: Settlement shall take place in accordance with Rule 10.

7.   DB EQUITY UNITS: EXCEPTIONAL AWARDS

7.1 GENERAL: An Exceptional Award of DB Equity Units may be made at the same
time as an ordinary award of DB Equity Units for 25% of the amount of the
ordinary award of DB Equity Units or over such other amount as the Committee
shall determine on the Award Date.

7.2 TERMS OF EXCEPTIONAL AWARDS: Exceptional Awards shall be subject to the
following terms:

(a) Vesting Date: subject to Rules 8, 9, 14.3 and 15, the Vesting Date is 42
months after the Award Date or such other date or dates as the Committee shall
determine at the Award Date.

(b) Restriction Period: subject to Rules 9 and 15, the Restriction Period shall
be 42 months commencing on the Award Date or such other period as the Committee
shall determine at the Award Date.

(c) Restrictions: as required by Rule 13 Participants will not be permitted to
sell, transfer, pledge or hedge their Exceptional Award of Equity Units until
the end of the Restriction Period.

(d) Settlement: Settlement shall take place in accordance with Rule

8.   AUTOMATIC FORFEITURE OF AN AWARD

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

     (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
          voluntary retirement in accordance with the terms of the pension plan
          of which the Participant is a member) and joins a Competitor;

     (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


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

     (e)  the Participant directly or indirectly uses, discloses or disseminates
          to any other company or individual 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.

8.2 INTERPRETATION: For the purposes of Rule 8.1 (b) above, a Participant shall
be deemed to have "joined" a Competitor if such individual 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.

8.3 RIGHTS OF COMMITTEE: The Committee shall have the right to determine, in its
discretion, whether or not conduct by a Participant falls within any of the
circumstances set forth in Rule 8.1 or 8.2.

8.4 EXCEPTIONAL AWARDS: Subject to Rule 9, an Exceptional Award will also be
forfeited if the Participant voluntarily gives notice of termination of, or
termination of, or voluntarily terminates, his or her employment with DB for any
reason prior to the Vesting Date, regardless of whether or not that Participant
will be joining a Competitor unless and to the extent the Committee determines
otherwise.

8.5 FORFEITURE AFTER VESTING: The Committee shall have the right to determine
for any Award, on or before the Award Date, that the Award (or any part of it)
shall remain capable of forfeiture even after the Vesting Date, in such
circumstances as it shall determine. In such cases, the additional circumstances
of forfeiture shall be stated on the Award Statement.

9.   EFFECT OF OTHER TERMINATIONS OF EMPLOYMENT

9.1 TOTAL DISABILITY OR DEATH: If, before the Vesting Date, the Participant's
employment with DB terminates due to certified 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 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. In


                                        6



any event, the Award shall be settled in accordance with the provisions of Rule
10, 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.

9.2 TERMINATION FOR ANY OTHER REASON: Subject to the discretion of the Committee
referred to in this Rule 9.2, 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 forfeited without any claim for compensation.
However, except where Rule 8.1 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;

(c) redundancy;

(d) retirement at pensionable age with the consent of DB and in accordance with
the terms of the pension plan of which the Participant is a member, except where
the Participant joins a Competitor

provided, however, that if at any time before the Vesting Date the Participant
engages in any of the activities described in Rule 8.1, the Participant's
unvested Award shall immediately be forfeited without any claim for
compensation.

10.  AWARD SETTLEMENT

10.1 TIME AND MANNER OF SETTLEMENT OF DB EQUITY UNITS: Subject to Rules 5.4,
10.5 and 10.6, and provided the Participant's Award has not been forfeited, as
soon as administratively practicable following the end of the Restriction
Period, an Award of DB Equity Units shall be settled as follows: either (at the
discretion of the Plan Administrator):

(i) a distribution of one DB Share for each DB Equity Unit approximately five
full working days after the end of the Restriction Period to an approved
brokerage account established by the Participant; or

(ii) a cash distribution to the Participant in the currency of the Participant's
country of residence or a distribution of assets of an amount or value based on
a price per DB Equity Unit equal to the Closing Price of a DB Share on the last
day of the Restriction Period (DB share value is subject to variation due to
differing appropriate local tax legislation) and converted using a foreign
exchange rate reported on Bloomberg at close on the last day of the Restriction
Period, or such other foreign exchange rate that the Committee or Plan
Administrator deems appropriate.


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10.2 PAYMENT: Any cash payment will be made within a reasonable number of
business days following the end of the Restriction Period, 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.

10.3 CUSTODIAL ACCOUNT: In the event that the Participant or his or her duly
appointed representative or beneficiary fails to identify, on or before the 31st
of May immediately preceding the end of the Restriction Period, the custodial
account or brokerage 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.

10.4 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 9.1 and this Rule 10.

10.5 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 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. In addition, to the extent that it is specified in the Award
Statement and that it is lawful to do so, the Plan Administrator may make an
Award on the basis that the Participant becomes legally liable for any or all
employer social security relating to that Award. 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
10.5 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 consequence of
participating in the Plan.

10.6 INFORMATION TO BE FURNISHED BY THE PARTICIPANT: Prior to receiving a
distribution described in this Rule 10, the Participant (or designated
beneficiary, if applicable) must complete a brokerage account application or
custody account registration form, which may include payment instructions,
residence, and such other information deemed by the Plan Administrator to be
necessary. 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 with DB has terminated prior to the Vesting Date, the Plan
Administrator shall also 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.


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11.  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 adviser 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 element of a Participant's Award to be forfeited without any claim for
compensation.

12.  CURRENCY HEDGE

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

13.  AWARD RESTRICTIONS

Other than in the event of 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.

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.

14.  AMENDMENT OR TERMINATION OF THE PLAN

14.1 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.

14.2 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.

14.3 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.

15.  CHANGE OF CONTROL

15.1 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


                                        9



decides are appropriate.

15.2 REDUCED RESPONSIBILITY: If, 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, following a
Change of Control, if a Participant is terminated for any other reason other
than the reasons specified in Rule 8.1(a) and Deutsche Bank does not offer the
Participant substantially similar responsibility in another position, the
Participant will continue to participate in the DBGP on the same terms and
conditions as a Participant who has been made redundant.

15.3 COMMITTEE'S DISCRETION: The Committee will have the sole discretion to
determine whether a Change of Control has occurred or whether an employee's
responsibilities have been materially reduced.

16.  CHANGES IN CAPITALIZATION

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

17.  GENERAL

17.1 NO GUARANTEE OF BENEFITS:

(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 Plan 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 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 an individual 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.

17.2 NO ENLARGEMENT OF PARTICIPANT RIGHTS: The establishment of the Plan and the
making of any Award there under shall not be construed as an employment
agreement and shall not


                                       10



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.

17.3 CORPORATE SUCCESSORS: The Plan shall not be automatically terminated by a
transfer or sale of the 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
10 and the Participant or any person shall have no further claim for
compensation arising out of any such termination of the Plan.

17.4 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.

17.5 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.

17.6 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 a different time restriction is imposed by law by the jurisdiction
in which the Participant is employed or was resident at the Vesting Date.

17.7 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 an Award under the Plan, such right shall be no greater than
the right of any unsecured general creditor of DB.

18.  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 prior 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.

19.  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


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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

20.  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 2003. 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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