AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEUTSCHE BANK CONTINGENT CAPITAL LLC II Dated as of May 23, 2007

Exhibit 4.4

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DEUTSCHE BANK CONTINGENT CAPITAL LLC II

Dated as of May 23, 2007

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINED TERMS
Section 1.01. Definitions			2
Section 1.02. Other Definitional Provisions			13
ARTICLE 2
TRUST INDENTURE ACT
Section 2.01. Trust Indenture Act; Application			14
Section 2.02. List of Holders of Securities			14
Section 2.03. Reports by the Manager Trustee			14
Section 2.04. Periodic Reports to Manager Trustee			14
Section 2.05. Evidence of Compliance with Conditions Precedent			14
Section 2.06. Default; Waiver			15
Section 2.07. Notice of Events of Default			15
ARTICLE 3
POWERS, DUTIES AND RIGHTS OF MANAGER TRUSTEE
Section 3.01. Powers, Duties and Rights of Manager Trustee			15
Section 3.02. Certain Rights of Manager Trustee			16
Section 3.03. Not Responsible for Recitals or Issuance of Agreement			18
Section 3.04. Compensation and Reimbursement			18
ARTICLE 4
MANAGER TRUSTEE
Section 4.01. Manager Trustee; Eligibility			19
Section 4.02. Appointment, Removal and Resignation of Manager Trustee			20
ARTICLE 5
CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS
Section 5.01. Continuation			21
Section 5.02. Admission of Securityholders			21
Section 5.03. Name			21
Section 5.04. Term			21
Section 5.05. Registered Agent and Office			21
Section 5.06. Principal Place of Business			21
Section 5.07. Qualification in Other Jurisdictions			22

TABLE OF CONTENTS
(continued)

		Page
ARTICLE 6
PURPOSE AND POWERS OF THE COMPANY; BY-LAWS
Section 6.01. Purposes and Powers			22
Section 6.02. By-laws			22
ARTICLE 7
CAPITAL CONTRIBUTIONS, ALLOCATIONS AND SECURITIES
Section 7.01. Form of Contribution			22
Section 7.02. Contributions with Respect to the Common Securityholder			22
Section 7.03. Contributions with Respect to the Preferred Securityholders			23
Section 7.04. Allocation of Profits and Losses			23
Section 7.05. Withholding			24
Section 7.06. Securities as Personal Property			24
ARTICLE 8
SECURITYHOLDERS
Section 8.01. Powers of Securityholders			24
Section 8.02. Partition			24
Section 8.03. Resignation			24
Section 8.04. Liability of Securityholders			24
ARTICLE 9
MANAGEMENT
Section 9.01. Management of the Company			25
Section 9.02. Limits on Board of Directors’ Powers			28
Section 9.03. Reliance by Third Parties			28
Section 9.04. No Management by Any Preferred Securityholders			28
Section 9.05. Business Transactions of the Common Securityholder with the Company			29
Section 9.06. Outside Businesses			29
Section 9.07. Duties of the Independent Directors			29
ARTICLE 10
COMMON SECURITY AND PREFERRED SECURITIES
Section 10.01. Common Security and Preferred Securities			29
Section 10.02. General Provisions Regarding Preferred Securities			30
Section 10.03. Class A Preferred Security			30
Section 10.04. Class B Preferred Securities			31

TABLE OF CONTENTS
(continued)

		Page
ARTICLE 11
VOTING AND MEETINGS
Section 11.01. Voting Rights of Preferred Securityholders			46
Section 11.02. Voting Rights of Common Securityholders			46
Section 11.03. Meetings of the Securityholders			46
ARTICLE 12
CAPITAL PAYMENTS
Section 12.01. Capital Payments			48
Section 12.02. Limitations on Distributions			48
Section 12.03. Distribution Policy			48
ARTICLE 13
BOOKS AND RECORDS
Section 13.01. Financial Statements			48
Section 13.02. Limitation on Access to Records			48
Section 13.03. Accounting Method			49
Section 13.04. Annual Audit			49
ARTICLE 14
TAX MATTERS
Section 14.01. Company Tax Returns			49
Section 14.02. Tax Reports			49
Section 14.03. Taxation as a Partnership			49
ARTICLE 15
EXPENSES
Section 15.01. Expenses			50
ARTICLE 16
TRANSFERS OF SECURITIES BY SECURITYHOLDERS AND RELATED MATTERS
Section 16.01. Transfer of the Common Security and Class A Preferred Security			50
Section 16.02. Registration			51
Section 16.03. Events of Cessation of Security Ownership			51
Section 16.04. Persons Deemed Securityholders			51
Section 16.05. The Class B Preferred Certificates			51
Section 16.06. Transfer of Class B Preferred Certificates			51
Section 16.07. Mutilated, Destroyed, Lost or Stolen Class B Preferred Certificates			53
Section 16.08. Book-entry Provisions			53

TABLE OF CONTENTS
(continued)

		Page
ARTICLE 17
MERGERS, CONSOLIDATIONS AND SALES; REINVESTMENT OF OBLIGATIONS
Section 17.01. The Company			55
Section 17.02. Substitute Obligations			56
ARTICLE 18
DISSOLUTION, LIQUIDATION AND TERMINATION
Section 18.01. No Dissolution			57
Section 18.02. Events Causing Dissolution			57
Section 18.03. Notice of Dissolution			58
Section 18.04. Liquidation			58
Section 18.05. Termination			58
ARTICLE 19
MISCELLANEOUS
Section 19.01. Amendments			58
Section 19.02. Amendment of LLC Certificate			59
Section 19.03. Successors			59
Section 19.04. Law; Severability			59
Section 19.05. Filings			60
Section 19.06. Power of Attorney			60
Section 19.07. Exculpation			60
Section 19.08. Indemnification			61
Section 19.09. Notices			61
Section 19.10. Additional Documents			62
Section 19.11. Counterparts			62

ANNEX A —By-laws of the Company

ANNEX B —List of Initial Directors and Officers

ANNEX C —Form of Certificate Evidencing the Class A Preferred Security

ANNEX D —Form of Certificate Evidencing Class B Preferred Securities

CROSS-REFERENCES TABLE¹

Section of Trust Indenture Act		Section of
of 1939, as amended		Agreement
310(a)			4.01(a)
310(b)			4.01(c)
310(c)		Inapplicable
311(a)			2.02(b)
311(b)			2.02(b)
311(c)		Inapplicable
312(a)			2.02(a)
312(b)			2.02(b)
313			2.03
314(a)			2.04
314(b)		Inapplicable
314(c)			2.05
314(d)		Inapplicable
314(f)		Inapplicable
315(a)			3.01(c), (d)
315(b)			2.07
315(c)			3.01(c)
315(d)			3.01(d)
316(a)			2.08

Amended & Restated LLC Agreement

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DEUTSCHE BANK CONTINGENT CAPITAL LLC II

          AMENDED AND RESTATED LIABILITY COMPANY AGREEMENT dated and effective of May 23, 2007 by the Bank (as defined below), as initial Common Securityholder (as defined below) and as initial Class A Preferred Securityholder (as defined below), the Trust (as defined below), as initial Class B Preferred Securityholder (as defined below), and The Bank of New York, as Manager Trustee.

          WHEREAS, the Bank as the organizing member has formed Deutsche Bank Contingent Capital LLC II (the “Company”) as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq., as amended from time to time (the “LLC Act”) pursuant to the LLC Certificate (as defined below) filed with the office of the Secretary of State of the State of Delaware on May 10, 2007, and a Limited Liability Company Agreement of the Company dated as of May 10, 2007 (the “Initial LLC Agreement”);

          WHEREAS, the Bank and the other Securityholders wish to continue the Company as a limited liability company under the LLC Act in accordance with the terms of this Agreement and to amend and restate in its entirety the Initial LLC Agreement; and

          NOW, THEREFORE, it being the intention of the parties hereto that this Agreement constitute the governing instrument of the Company and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the initial Securityholders (as defined below) hereby agree as follows:

ARTICLE 1

DEFINED TERMS

          Section 1.01. Definitions. Unless the context otherwise requires:

     (a) capitalized terms used in this Agreement but not defined in the preamble above have the respective meanings assigned to them in this Section 1.01;

     (b) a term defined anywhere in this Agreement (i) has the same meaning throughout and (ii) shall have the defined meaning when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein;

     (c) all references to “the Agreement” or “this Agreement” are to this Agreement as modified, supplemented or amended from time to time;

     (d) a term defined in the Trust Indenture Act shall have the same meaning when used in this Agreement unless otherwise defined in this Agreement or unless the context otherwise requires; and

     (e) a term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in the Trust Agreement.

          “1940 Act” means the U.S. Investment Company Act of 1940, as amended from time to time, or any successor legislation.

          “Additional Amounts” has the meaning set forth in Section 10.04(c) hereof.

          “Additional Interest Amounts” means any additional interest amounts payable by the Bank or other obligor pursuant to the terms of the Initial Obligation as a result of deduction or withholding upon payment of interest on the Initial Obligation or repayment upon redemption thereof.

          “Administrative Action” means any judicial decision, official administrative pronouncement, published or private ruling, regulatory procedure, notice or announcement (including any notice or announcement of intent to adopt such procedures or regulations) by any legislative body, court, governmental authority or regulatory body.

          “Affiliate” means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. The terms “control”, “controlled by” and “under common control” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract or otherwise.

          “Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be further amended, modified, supplemented or restated from time to time in accordance with its terms.

          “Arrears of Payments” has the meaning set forth in Section 10.04(b)(vi)(A)(3).

          “Authorized Person” has the meaning specified in Section 5.01(b).

          “BaFin” means the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

          “Bank” means Deutsche Bank Aktiengesellschaft, Frankfurt am Main, a Federal Republic of Germany stock corporation.

          “Bankruptcy” means, with respect to any Securityholder, if such Securityholder (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in a proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Securityholder or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Securityholder seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief

3

under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Securityholder’s consent or acquiescence of a trustee, receiver or liquidator of such Securityholder or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the LLC Act.

          “Board of Directors” means the Board of Directors of the Company as constituted in accordance with the provisions of this Agreement and of the By-laws.

          “Book-Entry Class B Preferred Certificates” has the meaning specified in Section 16.08(a) of this Agreement.

          “Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or required by law, regulation or executive order to remain closed.

          “By-laws” means the By-laws of the Company in the form of Annex A hereto, as they may be amended from time to time by the Board of Directors in accordance with the provisions of this Agreement (which By-laws are, for all purposes of this Agreement, deemed to be incorporated herein and to be a part hereof).

          “Capital Payments” means with respect to the Class B Preferred Securities, periodic distributions to Class B Preferred Securityholders declared (or deemed declared) and paid in accordance with this Agreement.

          “Class A Preferred Certificate” means a certificate substantially in the form attached hereto as Annex C, evidencing the Class A Preferred Security held by a Class A Preferred Securityholder.

          “Class A Preferred Security” has the meaning specified in Section 10.03 of this Agreement.

          “Class A Preferred Securityholder” means a Securityholder that owns the Class A Preferred Security.

          “Class B Liquidation Preference Amount” has the meaning set forth in Section 10.04(a) of this Agreement.

          “Class B Payment Date” has the meaning specified in Section 10.04(b)(i) of this Agreement.

          “Class B Payment Period” has the meaning specified in Section 10.04(b)(i) of this Agreement.

          “Class B Preferred Certificate” means a certificate substantially in the form attached hereto as Annex D, evidencing the Class B Preferred Securities held by a Class B Preferred Securityholder.

          “Class B Preferred Guarantee” means the Class B Preferred Securities Subordinated Guarantee Agreement dated as of May 23, 2007, as amended from time to time,

4

between the Bank, as guarantor and The Bank of New York, as Class B Preferred Guarantee Trustee, for the benefit of the Class B Preferred Securityholders.

          “Class B Preferred Guarantee Additional Amounts” has the meaning specified in the Class B Preferred Guarantee.

          “Class B Preferred Guarantee Payments” has the meaning specified in the Class B Preferred Guarantee.

          “Class B Preferred Guarantee Trustee“ has the meaning specified in the Class B Preferred Guarantee.

          “Class B Preferred Securities” has the meaning specified in Section 10.04(a) of this Agreement.

          “Class B Preferred Securityholder” means a Securityholder that owns one or more Class B Preferred Securities.

          “Class B Redemption Date” has the meaning specified in Section 10.04(d)(i) of this Agreement.

          “Closing Date” has the meaning specified in the Purchase Agreement.

          “Code” means the U.S. Internal Revenue Code of 1986, as amended, or any corresponding federal tax statute enacted after the date of this Agreement. A reference to a specific section (§) of the Code (or any Treasury Regulation) refers not only to such section but also to any corresponding provision of any federal tax statute (or any Treasury Regulation) enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference.

          “Common Security” means a voting security of the Company representing common limited liability company interests in the Company which are described in this Agreement.

          “Common Securityholder” means a Securityholder that owns the Common Security.

          “Company” has the meaning specified in the Preamble of this Agreement.

          “Company Securities” means the securities of the Company representing the Common Security and the Preferred Securities.

          “Company Special Redemption Event” means (a) a Regulatory Event, (b) a Tax Event other than a Tax Event solely with respect to the Trust or (c) an Investment Company Act Event with respect to the Company.

          “Definitive Class B Preferred Securities” has the meaning specified in Section 16.05(b) of this Agreement.

          “Directors” means each of the Persons listed as a Director on Annex B hereto until such Persons shall resign or otherwise be duly removed as a Director, and each Person

5

who may from time to time be designated to serve as a successor to any Director of the Company in accordance with the provisions of this Agreement and of the By-laws.

          “Distributable Profits” of the Bank for any fiscal year is the balance sheet profit (Bilanzgewinn) as of the end of such fiscal year, as shown in the audited unconsolidated balance sheet of the Bank as of the end of such fiscal year. Such balance sheet profit includes the annual surplus or loss (Jahresüberschuss/-fehlbetrag), plus any profit carried forward from previous years, minus any loss carried forward from previous years, plus transfers from capital reserves and earnings reserves, minus allocations to earnings reserves, all as determined in accordance with the provisions of the German Stock Corporation Act (Aktiengesetz) and accounting principles generally accepted in the Federal Republic of Germany as described in the German Commercial Code (Handelsgesetzbuch) and other applicable German law then in effect. In determining the availability of sufficient Distributable Profits of the Bank for any fiscal year to permit Capital Payments to be declared with respect to the Class B Preferred Securities, any Capital Payments already paid on the Class B Preferred Securities and any capital payments, dividends or other distributions already paid during the succeeding fiscal year of the Bank (x) if the determination of Distributable Profits is being made with respect to any Class B Payment Period ending on or before the Tier 1 Qualification Date, on Parity Capital Securities and Preferred Tier 1 Capital Securities, if any, or (y) if the if the determination of Distributable Profits is being made with respect to any Class B Payment Period ending after the Tier 1 Qualification Date, on Preferred Tier 1 Securities, if any, in each case on the basis of Distributable Profits for such fiscal year, will be deducted from such Distributable Profits.

          “DTC” means The Depository Trust Company, a New York corporation.

          “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor legislation.

          “Event of Default” means (i) non-payment of Capital Payments (plus any Additional Amounts thereon, if any) on the Class B Preferred Securities at the Stated Rate in full, for four consecutive Class B Payment Periods, and (ii) a default by the Guarantor (x) in respect of any of its obligations under Article 4 of the Class B Preferred Guarantee and (y) in the performance of any other obligation under the Class B Preferred Guarantee, and, in the case of (y), continuance of such default for 60 days after the Class B Preferred Guarantee Trustee has given notice thereof to the Guarantor.

          “Fiscal Year” means (i) the period commencing upon the formation of the Company and ending on December 31, 2007, and (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31.

          “Guarantees” means the Class B Preferred Guarantee and the Trust Preferred Guarantee.

          “Guarantor” means the Bank in its capacity as guarantor under the Guarantees.

          “Holder” means any initial holder or subsequent holder of securities issued by the Trust or the Company, as registered on the books and records of the Trust or the Company, as the case may be.

          “Independent Director” means each member of the Board of Directors who (i) is not a current officer or employee of the Company, the Bank or any Affiliate of the Bank or of any Person or Persons that, in the aggregate, own more than 10% of the Common Securities or (ii) is elected to the Board of Directors by the Class B Preferred Securityholders in accordance with the provisions hereof.

          “Initial LLC Agreement” has the meaning specified in the recitals of this Agreement.

          “Initial Obligation” means the U.S.$800,000,025 6.55% perpetual subordinated note issued by the Bank acquired by the Company using the proceeds from the issuance of the Class B Preferred Securities.

          “Initial Redemption Date” has the meaning specified in Section 10.04(d) of this Agreement.

          “Investment Company Act Event” means that the Bank shall have requested and received an opinion of a nationally recognized U.S. law firm experienced in such matters to the effect that there is more than an insubstantial risk that the Company or the Trust is or will be considered an “investment company” within the meaning of the 1940 Act as a result of any judicial decision, any pronouncement or interpretation (irrespective of the manner made known), the adoption or amendment of any law, rule or regulation, or any notice or announcement (including any notice or announcement of intent to adopt such law, rule or regulation) by any U.S. legislative body, court, governmental agency, or regulatory authority, in each case after the date hereof.

          “Junior Securities” means (i) ordinary shares of common stock of the Bank, (ii) each class of preference shares of the Bank ranking junior to Preferred Tier 1 Securities of the Bank, if any, and any other instrument of the Bank ranking on parity with such preference shares or junior thereto and (iii) preference shares or any other instrument of any subsidiary of the Bank subject to any guarantee or support agreement of the Bank which guarantee or support undertaking ranks junior to the obligations of the Bank under the Guarantees.

          “List of Holders” has the meaning specified in Section 2.02(a).

          “LLC Act” has the meaning specified in the first Recital of this Agreement.

          “LLC Certificate” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the LLC Act.

          “Majority or Other Stated Percentage” means a vote by Securityholders of outstanding Company Securities voting together as a single class, or, as the context may require, Securityholders of the outstanding Class A Preferred Security, Securityholders of the outstanding Class B Preferred Securities or Securityholders of the outstanding Common Security voting separately as a class, who are the record owners of more than 50% (or of equal to or more than such other stated percentage) of the liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Capital Payments to the date upon which the voting percentages are determined) of all outstanding Company Securities or all outstanding Company Securities of the relevant class, as the case may be.

          “Manager Trustee” means The Bank of New York until a Successor Manager Trustee has been appointed and accepted such appointment pursuant to the terms of this Agreement and thereafter means each Successor Manager Trustee.

          “Obligations” means (i) the Initial Obligation, (ii) an obligation, if any, issued by the Bank in connection with a notice to the Company to issue additional Class B Preferred Securities and having the same terms and conditions as the Initial Obligation in all respects except for the issue date, the date from which interest accrues, the issue price and any other deviations required for compliance with applicable law and (iii) the Substitute Obligations.

          “Officers” means each of the Persons listed as an Officer of the Company on Annex B hereto until such Person shall resign or otherwise be duly removed as an Officer and each Person who may from time to time be duly appointed an Officer of the Company by the Board of Directors or pursuant to Section 9.01(a) and acting in accordance with the provisions of this Agreement and of the By-laws.

          “Officers’ Certificate” means, with respect to the Company, a certificate signed by two Officers.

          “Operating Profits” of the Company means, for any Class B Payment Period, the excess of (a) the amounts paid on the (i) Obligations that the Company may then hold in accordance with this Agreement, in each case during such Class B Payment Period over (b) any operating expenses of the Company not paid or reimbursed by the Bank or any one of its branches or affiliates as provided in the Services Agreement during such Class B Payment Period.

          “Parity Capital Securities” means, at any time, Parity Subsidiary Capital Securities and each class of ownership interests in the capital of the Bank that at such time rank senior to the preference shares of the Bank and junior to all other securities of the Bank that at such time (i) rank senior to preference shares and (ii) do not by their terms rank pari passu with such ownership interests of the Bank, if any.

          “Parity Subsidiary Capital Securities” means, at any time, any instrument of any subsidiary of the Bank subject to any guarantee or support agreement of the Bank ranking at such time pari passu with the obligations of the Bank under the terms of the Guarantees in effect before the Tier 1 Qualification Date.

          “Paying Agent” means Deutsche Bank Trust Company Americas, or any successor.

          “Person” means a legal person, including any individual, corporation, estate, partnership (general or limited), joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

          “Power of Attorney” means the power of attorney granted pursuant to Section 19.06.

          “Preferred Securities” means the Class A Preferred Security and the Class B Preferred Securities.

          “Preferred Securityholder” means a Securityholder that holds one or more Preferred Securities.

          “Preferred Tier 1 Capital Securities” of any person means, at any time, each class of the most senior ranking preference shares of such person and any other instruments of such person (other than common shares) then qualifying as Tier 1 Regulatory Capital and, if such person is the Bank, Preferred Tier 1 Subsidiary Securities.

          “Preferred Tier 1 Securities” means, at any time, (i) each class of the most senior ranking preference shares of the Bank, if any, and (ii) preference shares or any other instrument of any subsidiary of the Bank subject to any guarantee or support agreement of the Bank then ranking on a parity with the obligations of the Bank as Guarantor under the Guarantees.

          “Preferred Tier 1 Subsidiary Securities” means, at any time, the most senior ranking preference shares and any other instruments of any person other than the Bank, which, in each case, then qualify as Tier 1 Regulatory Capital and are subject to any agreement of the Bank that guarantees or otherwise provides support of such preference shares or other instruments.

          “Property Trustee” has the meaning assigned to it in the Trust Agreement of the Trust.

          “Purchase Agreement” means the Purchase Agreement dated as of May 16, 2007 among the Bank, the Company, the Trust and the underwriters named therein, relating to the sale and issuance of Trust Preferred Securities and Class B Preferred Securities.

          “Qualified Subsidiary” means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

          “Redemption Notice” has the meaning specified in Section 10.04(e)(i) of this Agreement.

          “Redemption Price” has the meaning specified in Section 10.04(d)(i) of this Agreement.

          “Register” has the meaning specified in Section 16.06 of this Agreement.

          “Registrar” has the meaning specified in Section 16.06 of this Agreement.

          “Regular Trustee” has the meaning assigned to it in the Trust Agreement.

          “Regulatory Event” means that the Bank is notified by a relevant regulatory authority that, as a result of the occurrence of any amendment to, or change (including any change that has been adopted but has not yet become effective) in, the applicable banking laws of Germany (or any rules, regulations or interpretations thereunder, including rulings of the relevant banking authorities) or the guidelines of the Committee on Banking Supervision at the Bank for International Settlements, in each case effective after the date of the issuance of the Company Securities and the Trust Securities, the Bank is not, or will not be, allowed to treat the Class B Preferred Securities, prior to the Tier 1 Qualification Date, as supplementary

capital (Ergänzungskapital) or Upper Tier 2 regulatory capital for capital adequacy purposes on a consolidated basis, and following the Tier 1 Qualification Date, as core capital (Kernkapital) or Tier 1 regulatory capital for capital adequacy purposes on a consolidated basis.

          “Relevant Jurisdiction” has the meaning specified in Section 10.04(c) of this Agreement.

          “Responsible Officer” means with respect to the Manager Trustee, any officer within the Corporate Trust Office of the Manager Trustee, including any vice president, any assistant vice president, any secretary, any assistant secretary, any assistant treasurer, any trust officer or other officer of the Manager Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

          “Securities Act” means the United States Securities Act of 1933, as amended, or any successor legislation.

          “Security” means a limited liability company interest in the Company, including the right of the holder thereof to any and all benefits to which a Securityholder may be entitled as provided in this Agreement, together with the obligations of a Securityholder to comply with all of the terms and provisions of this Agreement, and includes the Common Security and the Preferred Securities from time to time outstanding.

          “Securityholder” means any Person that holds a Security of the Company and is admitted as a member and Securityholder of the Company pursuant to the provisions of this Agreement and of the LLC Act, in its capacity as a Securityholder of the Company. For purposes of the LLC Act, the Common Securityholder and the Preferred Securityholders shall constitute separate classes or groups of Securityholders and of members.

          “Services Agreement” means the Services Agreement dated as of May 23, 2007 among the Bank, acting directly and through its New York branch, the Company and the Trust.

          “Similar Law” has the meaning specified in Section 16.06(c).

          “Stated Rate” has the meaning specified in Section 10.04(b)(ii).

          “Subsidiary” means a subsidiary (i) that is consolidated with the Bank for German bank regulatory purposes and (ii) of which the Bank owns or controls, directly or indirectly, more than (x) fifty percent (50 %) of the outstanding voting stock or other equity interest entitled ordinarily to vote in the election of the directors or other governing body (however designated) and (y) fifty percent (50 %) of the outstanding capital stock or other equity interest.

          “Substitute Obligations” means a subordinated obligation issued (in substitution for the Initial Obligation or of Substitute Obligations or any additional obligation described in the definition of “Obligations”) by the Bank or a Subsidiary with the same aggregate principal amount and interest rate and payment dates as those of the Initial

Obligation and a maturity that is perpetual or is not earlier than May 23, 2037 and terms otherwise substantially identical to those of the Initial Obligation, provided, that unless the Bank itself is the issuer of the Substitute Obligations, the Bank (which may act through a branch) guarantees on a subordinated basis, at least equal to the ranking of the Initial Obligation, the obligations of the new substitute obligor; provided, in each case, that (i) the Bank has received the written opinion of a nationally recognized law firm in the United States that reinvestment in such Substitute Obligation will not adversely affect the “qualified dividend income” eligibility for purposes of Section 1(h)(11) of the Internal Revenue Code of 1986, as amended (or any successor legislation), of Capital Payments on the Trust Preferred Securities or cause the holders thereof to recognize gain or loss for U.S. federal income tax purposes and (ii) such substitution or replacement does not result in a Company Special Redemption Event or a Trust Special Redemption Event, and provided, further in each case that the Bank has obtained any required regulatory approvals.

          “Successor Company Securities” has the meaning specified in Section 17.01 of this Agreement.

          “Successor Manager Trustee” has the meaning specified in Section 4.02(b).

          “Tax Event” means (A) the receipt by the Bank of an opinion of a nationally recognized law firm or other tax adviser in a Relevant Jurisdiction, as appropriate, experienced in such matters, to the effect that, as a result of (i) any amendment to, or clarification of, or change (including any announced prospective change) in, the laws (or any regulations promulgated thereunder) of a Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein affecting taxation, (ii) any Administrative Action or (iii) any amendment to, clarification of, or change in the official position or the interpretation of such Administrative Action or any interpretation or pronouncement that provides for a position with respect to such Administrative Action that differs from the theretofore generally accepted position in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such amendment, clarification or change is made known, which amendment, clarification or change is effective, or which pronouncement or decision is announced, after the date of issuance of the Preferred Securities and the Trust Securities, there is more than an insubstantial risk that (a) the Trust or the Company is or will be subject to more than a de minimis amount of taxes, duties or other governmental charges, or (b) the Trust, the Company, an obligor on the Obligations, or the Guarantor would be obligated to pay Additional Amounts, Additional Interest Amounts or Trust Preferred Guarantee Additional Amounts or Class B Preferred Guarantee Additional Amounts, as applicable, or (B) a final determination has been made by the German tax authorities to the effect that the Bank, as obligor on the Obligations, may not, in the determination of its taxable income for the purposes of determining German corporate income tax in any year, deduct in full interest payments on the Obligations (except to the extent such interest payments are determined to be connected with income of a branch that is not subject to taxation in Germany). However, none of the foregoing shall constitute a Tax Event if it may be avoided by the Bank, the Trust or the Company taking reasonable measures under the circumstances.

          “Tax Matters Partner” means the Person designated as such in Section 14.01(a) of this Agreement.

          “Tier 1 Qualification Date” has the meaning specified in Section 10.04(k) hereof.

          “Tier 1 Qualification Election” has the meaning specified in Section 10.04(k) hereof.

          “Tier 1 Regulatory Capital” means core capital (Kernkapital) of the Bank on a consolidated basis.

          “Tier 2 Junior Securities” means, at any time, (i) common stock of the Bank, (ii) each class of preference shares of the Bank then ranking junior to Parity Capital Securities and Preferred Tier 1 Capital Securities of the Bank, if any, and any other instrument of the Bank then ranking pari passu therewith or junior thereto and (iii) preference shares or any other instrument of any subsidiary of the Bank (other than Preferred Tier 1 Subsidiary Securities) subject to any guarantee or support agreement of the Bank then ranking junior to the obligations of the Bank under the terms of the Guarantees in effect on and after the Tier 1 Qualification Election.

          “Transfer Agent” has the meaning specified in Section 16.06 of this Agreement.

          “Treasury Regulations” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury Department, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

          “Trust” means Deutsche Bank Contingent Capital Trust II, a Delaware statutory trust, together with its successors.

          “Trust Agreement” means the Amended and Restated Trust Agreement of the Trust dated May 23, 2007, as amended from time to time.

          “Trust Common Security” means the Trust Common Security issued by the Trust.

          “Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

          “Trust Preferred Guarantee Additional Amounts” has the meaning specified in the Trust Preferred Guarantee.

          “Trust Preferred Guarantee” means the Trust Preferred Securities Guarantee Agreement dated as of May 23, 2007, as amended from time to time, between the Bank, as guarantor, and The Bank of New York, as Trust Preferred Guarantee Trustee, for the benefit of the holders of the Trust Preferred Securities from time to time.

          “Trust Preferred Guarantee Payments” has the meaning specified in the Trust Preferred Guarantee.

          “Trust Preferred Securities” means the Trust Preferred Securities issued by the Trust.

          “Trust Securities” means the Trust Common Security and the Trust Preferred Securities.

          “Trust Special Redemption Event” means (i) a Tax Event solely with respect to the Trust, but not with respect to the Company or (ii) an Investment Company Act Event solely with respect to the Trust, but not with respect to the Company.

          “Withholding Taxes” has the meaning set forth in Section 10.04(c) of this Agreement.

          Section 1.02. Other Definitional Provisions.

     (a) The headings and subheadings contained in this Agreement are included for convenience of reference and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

     (b) The following rules shall apply to the construction of this Agreement unless the context requires otherwise: (i) the singular includes the plural and the plural, the singular; (ii) words importing any gender include the other gender; (iii) references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute to which reference is made and all regulations promulgated pursuant to such statutes; (iv) references to “writing” include printing, photocopy, typing, lithography and other means of reproducing words in a tangible visible form; (v) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; (vi) references to the introductory paragraph, preliminary statements, articles, sections (or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Agreement unless otherwise indicated; (vii) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Agreement; (viii) references to Persons include their respective successors and assigns permitted or not prohibited by the terms of this Agreement; (ix) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States of America; (x) “or” is not exclusive; (xi) provisions apply to successive events and transactions; (xii) references to documents or agreements which have been terminated or released or which have expired shall be of no force and effect after such termination, release or expiration; (xiii) references to mail shall be deemed to refer to first class mail, postage prepaid, unless another type of mail is specified; (xiv) all references to time shall be to New York City time unless otherwise indicated; (xv) references to specific Persons, positions or officers shall include those who or which succeed to or perform their respective functions, duties or responsibilities referred to in the proceedings in connection with the Company Preferred Securities; (xvi) the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement as a whole and not to any particular article, section or subdivision hereof; and the term “heretofore” means before the date of execution of this Agreement, the term “now” means at the date of execution of this Agreement, and the term “hereafter” means after the date of execution of this Agreement; and (xvii) references to payments of principal include any premium payable on the same date.

ARTICLE 2

TRUST INDENTURE ACT

          Section 2.01. Trust Indenture Act; Application. (a) This Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Agreement and shall, to the extent applicable, be governed by such provisions. A term defined in the Trust Indenture Act has the same meaning when used in this Agreement unless otherwise defined in this Agreement or unless the context otherwise requires.

     (b) If and to the extent that any provision of this Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

          Section 2.02. List of Holders of Securities. (a) The Registrar on behalf of the Company shall provide the Manager Trustee and the Paying Agent a list, in such form as the Manager Trustee and the Paying Agent may reasonably require, of the names and addresses of the Holders of the Class B Preferred Securities (each such list, a “List of Holders”) (i) within 14 days after each record date for payment of Capital Payments, as of such record date and (ii) at any other time, within 30 days of receipt by the Company from the Manager Trustee or Paying Agent of a written request for a List of Holders, as of a date no more than 14 days before such List of Holders is given to the Manager Trustee and the Paying Agent.

     (b) The Manager Trustee shall comply with its obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

          Section 2.03. Reports by the Manager Trustee. Within 60 days after May 1 of each year, the Manager Trustee shall provide to the Class B Preferred Securityholders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313(a) of the Trust Indenture Act. The Manager Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

          Section 2.04. Periodic Reports to Manager Trustee. The Company shall provide to the Manager Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and shall provide, within 60 days after the end of each of its fiscal years, commencing with the fiscal year ending December 31, 2007, the compliance certificate required by Section 314 of the Trust Indenture Act, in the form and in the manner required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Manager Trustee is for informational purposes only and the Manager Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Manager Trustee is entitled to rely exclusively on Officers’ Certificates furnished by the Company).

          Section 2.05. Evidence of Compliance with Conditions Precedent. The Company shall provide to the Manager Trustee evidence of compliance with the conditions precedent, if any, provided for in this Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314 (c)(1) of the Trust Indenture Act may be given in the form of an Officers’ Certificate.

          Section 2.06. Default; Waiver. A Majority of the Class B Preferred Securities may, by vote, on behalf of all Class B Preferred Securityholders, waive any past Event of Default with respect to the Class B Preferred Securities and its consequences, except that an Event of Default in respect of any covenant or provision hereof or of the Class B Preferred Guarantee, as applicable, which (i) cannot be modified or amended without the consent of each Holder of Class B Preferred Securities, can only be waived by all Holders of Class B Preferred Securities, or (ii) can only be modified or amended with the consent or vote of the Holders of more than 50% of the Class B Preferred Securities, can only be waived under this Agreement by the vote of the Holders of at least the same percentage of the Class B Preferred Securities. The foregoing provisions of this Section 2.06 shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Agreement and the Trust Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such Event of Default shall be deemed to have been cured, for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

          Section 2.07. Notice of Events of Default. (a) The Manager Trustee shall, within 90 days after the occurrence of an Event of Default, (or an event which with the passage of time would become an Event of Default, including the failure of the Company to pay a Capital Payment on the Class B Preferred Securities in full for any Class B Payment Period), transmit by mail, first class postage prepaid, to the Securityholders, notices of all such Events of Default (or such events) actually known to a Responsible Officer of the Manager Trustee, unless such Events of Default have been cured before the giving of such notice, provided that, the Manager Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Manager Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders.

     (b) The Manager Trustee shall not be deemed to have knowledge of any Event of Default (or any such event) unless an officer of the Manager Trustee in its Corporate Trust Office shall have received written notice thereof, or a Responsible Officer of the Manager Trustee shall have obtained actual knowledge, of such Event of Default (or such event).

ARTICLE 3

POWERS, DUTIES AND RIGHTS OF MANAGER TRUSTEE

          Section 3.01. Powers, Duties and Rights of Manager Trustee. (a) The Manager Trustee is appointed pursuant to this Agreement solely for the benefit of the Class B Preferred Securityholders. The duties and responsibilities of the Manager Trustee shall be as provided by the Trust Indenture Act and as set forth herein.

     (b) The Manager Trustee, prior to the occurrence of any Event of Default and after the curing or waiver of all such Event of Defaults that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Agreement, and no implied covenants shall be read into this Agreement against the Manager Trustee.

     (c) In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06) and is actually known to a Responsible Officer of the Manager Trustee, the Manager Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its

exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

     (d) No provision of this Agreement shall be construed to relieve the Manager Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

          (i) In the absence of bad faith on the part of the Manager Trustee, the Manager Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Manager Trustee and conforming to the requirements of this Agreement; provided that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Manager Trustee, the Manager Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy or any mathematical calculations or other facts stated therein);

          (ii) The Manager Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Manager Trustee, unless it shall be proved that the Manager Trustee was grossly negligent in ascertaining the pertinent facts upon which such judgment was made;

          (iii) The Manager Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Securityholders relating to the time, method and place of conducting any proceeding for any remedy available to the Manager Trustee, or exercising any trust or power conferred upon the Manager Trustee under this Agreement.

     (e) No provision of this Agreement shall require the Manager Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Manager Trustee shall have reasonable grounds for believing that the repayment of such fund or liability is not assured to it under the terms of this Agreement or indemnity reasonably satisfactory to the Manager Trustee, against such risk or liability is not reasonably assured to it.

          Section 3.02. Certain Rights of Manager Trustee. (a) Subject to the provisions of Section 3.01:

          (i) The Manager Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any Officers’ Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties.

          (ii) Any direction, request, order or demand of the Company contemplated by this Agreement shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed).

          (iii) Whenever, in the administration of this Agreement, the Manager Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, such matter (unless other evidence is herein specifically prescribed), in the absence of negligence or bad faith on the part of the Manager Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Manager Trustee, and such Officers’ Certificate, in the absence of negligence or bad faith on the part of the Manager Trustee, shall be full warrant to the Manager Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Agreement upon the faith thereof.

          (iv) The Manager Trustee may, at the expense of the Company, consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Company or any of its Affiliates and may include any of its employees. The Manager Trustee shall have the right at any time to seek instructions concerning the administration of this Agreement from any court of competent jurisdiction.

          (v) The Manager Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any Securityholder unless such Securityholder shall have provided to the Manager Trustee such security and indemnity, satisfactory to the Manager Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Manager Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Manager Trustee; provided that, nothing contained in this Section 3.02(a)(v) shall be taken to relieve the Manager Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Agreement.

          (vi) Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default, the Manager Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, unless requested in writing to do so by a Majority of the Company Securities affected (voting as a single class), but the Manager Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no liability or additional liability of any kind by reason of such inquiry or investigation, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company.

          (vii) The Manager Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Manager Trustee shall not be responsible for any misconduct or negligence on the part of any agent, nominee, custodian or attorney appointed with due care by it hereunder.

          (viii) Whenever in the administration of this Agreement the Manager Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Manager Trustee (i) may request written instructions from a Majority of the Class B Preferred Securities, (ii) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (iii) shall be protected in conclusively relying on or acting in accordance with such written instructions.

          (ix) The Manager Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.

          (x) The rights, privileges, protections, immunities and benefits given to the Manager Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Manager Trustee in any other capacity in which it may act hereunder.

          (xi) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement.

     (b) No provision of this Agreement shall be deemed to impose any duty or obligation on the Manager Trustee to perform any act or acts or exercise any right power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Manager Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Manager Trustee shall be construed to be a duty.

          Section 3.03. Not Responsible for Recitals or Issuance of Agreement. The recitals contained in this Agreement shall be taken as the statements of the Company, and the Manager Trustee does not assume any responsibility for their correctness. The Manager Trustee makes no representation as to the validity or sufficiency of this Agreement or the Company Securities.

          Section 3.04. Compensation and Reimbursement.

     (a) The Bank agrees

          (i) to pay to the Manager Trustee from time to time such compensation as the Bank and the Manager Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

          (ii) except as otherwise expressly provided herein, to reimburse the Manager Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Manager Trustee in accordance with any provision of this Agreement (including the compensation and the expenses and disbursements

of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Manager Trustee’s negligence or bad faith; and

          (iii) to indemnify the Manager Trustee and its officers, directors, employees and agents for, and to hold each of them harmless against, any and all loss, liability or expense incurred without negligence or bad faith on the part of the Manager Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

     (b) The provisions of this Section 3.04 shall survive the termination of this Agreement.

ARTICLE 4

MANAGER TRUSTEE

          Section 4.01. Manager Trustee; Eligibility. (a) There shall at all times be a Manager Trustee which shall:

          (i) not be an Affiliate of the Bank; and

          (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia (or a corporation or other person permitted by the Securities and Exchange Commission to act as trustee pursuant to the Trust Indenture Act), authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal, state, territorial or District of Columbia authority;

          (iii) have at all times a combined capital and surplus of at least 50 million U.S. dollars (U.S.$50,000,000), and if such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to in clause (ii) above, then for the purposes of this Section 4.01(a)(iii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

     (b) If at any time the Manager Trustee shall cease to be eligible to so act under Section 4.01(a), the Manager Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c).

     (c) If the Manager Trustee shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Manager Trustee and Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

     (d) The Guarantees shall be deemed to be specifically described in this Agreement for purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

     (e) The initial Manager Trustee shall be The Bank of New York, a New York banking corporation.

          Section 4.02. Appointment, Removal and Resignation of Manager Trustee. (a) Subject to Section 4.02(b), the Manager Trustee may be appointed or removed without cause at any time by a Majority of the outstanding Common Securities voting as a class at a meeting of the Common Securityholders.

     (b) The Manager Trustee shall not be removed in accordance with Section 4.02(a) until a successor Manager Trustee possessing the qualifications to act as Manager Trustee under Section 4.01 hereof (a “Successor Manager Trustee”) has been appointed and has accepted such appointment by written instrument executed by such Successor Manager Trustee and delivered to the Company.

     (c) The Manager Trustee appointed to office shall hold office until a Successor Manager Trustee shall have been appointed or until its death, removal or resignation. The Manager Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Manager Trustee and delivered to the Company, which resignation shall not take effect until a Successor Manager Trustee has been appointed and has accepted such appointment by written instrument signed by such Successor Manager Trustee and delivered to the Company and the resigning Manager Trustee.

     (d) The right, title and interest of the Manager Trustee shall automatically vest in any Successor Manager Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Manager Trustee.

     (e) The Holder of the Common Security shall use its best efforts to promptly appoint a Successor Manager Trustee, if the Manager Trustee delivers an instrument of resignation in accordance with this Section 4.02.

     (f) If no Successor Manager Trustee shall have been appointed and accepted appointment as provided in this Section 4.02 within 60 days after delivery to the Company of an instrument of removal or resignation, the Manager Trustee resigning or being removed may petition, at the expense of the Company, any court of competent jurisdiction for appointment of a Successor Manager Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Manager Trustee.

     (g) No Manager Trustee shall be liable for the acts or omissions to act of any Successor Manager Trustee.

     (h) Upon termination of this Agreement or removal or resignation of the Manager Trustee pursuant to this Section 4.02, and before the appointment of any Successor Manager Trustee the Company shall pay to the Manager Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

ARTICLE 5

CONTINUATION AND TERM; ADMISSION OF SECURITYHOLDERS

          Section 5.01. Continuation.

     (a) The Securityholders hereby agree to the continuation of the Company as a limited liability company under and pursuant to the provisions of the LLC Act and of this Agreement and agree that the rights, duties and liabilities of the Securityholders shall be as provided in the LLC Act, except as otherwise provided herein or in the By-laws.

     (b) Any Person designated as an “Authorized Person” by the Board of Directors is authorized to execute, deliver and file on behalf of the Company any and all amendments to and restatements of the LLC Certificate, as an authorized person within the meaning of the LLC Act.

          Section 5.02. Admission of Securityholders. Upon the execution of this Agreement and contribution to the Company pursuant to Section 7.02 and Section 7.03(a), the Bank shall become and be designated as, automatically and without any further action on the part of any Person being necessary, the initial Common Securityholder and the initial Class A Preferred Securityholder. Upon the execution of this Agreement and contribution to the Company pursuant to Section 7.03(b) for the Class B Preferred Securities on the Closing Date, the Trust shall become and be designated as, without any further act on the part of any Person being necessary, the initial Class B Preferred Securityholder (with title to the Class B Certificate being held of record in the name of the Property Trustee for the benefit of the Holders of the Trust Preferred Securities and the Holder of the Trust Common Security).

          Section 5.03. Name. The name of the Company heretofore formed and continued is “Deutsche Bank Contingent Capital LLC II”; provided that the business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Board of Directors.

          Section 5.04. Term. The term of the Company shall commence upon the date the LLC Certificate shall have been filed in the office of the Secretary of State of the State of Delaware and shall continue perpetually, unless the Company is dissolved in accordance with the provisions of the LLC Act and this Agreement. The existence of the Company as a separate legal entity shall continue until the cancellation of the LLC Certificate in the manner required by the LLC Act.

          Section 5.05. Registered Agent and Office. The Company’s registered agent in Delaware shall be The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and its registered office shall be c/o the registered agent. At any time, the Board of Directors may designate another registered agent and/or registered office.

          Section 5.06. Principal Place of Business. The principal place of business of the Company shall be at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Board of Directors may change the location of the Company’s principal place of business; provided, however, that such change has no material adverse effect upon any Securityholder and that the principal place of business of the Company shall always be located in the United States.

          Section 5.07. Qualification in Other Jurisdictions. The Board of Directors shall cause the Company to be qualified or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company conducts business and in which such qualification or registration is required by law or deemed advisable by the Board of Directors. Each Person designated by the Board of Directors as an “Authorized Person” is authorized to execute, deliver and file on behalf of the Company any certificates (and any amendments or restatements thereof) necessary for the Company to qualify to do business in each jurisdiction in which the Board of Directors has determined that the Company shall conduct business.

ARTICLE 6

PURPOSE AND POWERS OF THE COMPANY; BY-LAWS

          Section 6.01. Purposes and Powers. The sole purposes of the Company are:

     (a) to issue the Preferred Securities and the Common Security,

     (b) (i) to invest the proceeds of the Class B Preferred Securities in the Initial Obligation, (ii) upon any redemption of the Obligations, which does not involve a redemption of the Class B Preferred Securities, to accept Substitute Obligations delivered in accordance with Section 17.02, and (iii) in the event of a failure in the payment of interest on or any Additional Interest Amounts, if any, with respect to, the Obligations, to bring an action or proceeding to enforce such payment, and

     (c) except as otherwise expressly limited herein, to enter into, make and perform all contracts and other undertakings, and engage in all activities and transactions, as the Board of Directors may reasonably deem necessary or advisable for the carrying out of the foregoing purposes of the Company.

          Unless otherwise permitted herein, the Company may not conduct any other business or operations except as contemplated by the preceding sentence. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes of the Company as set forth herein.

          Section 6.02. By-laws. The Board of Directors, Officers and Securityholders shall be subject to the express provisions of this Agreement and of the By-laws. In case of any conflict between any provisions of this Agreement and any provisions of the By-laws, the provisions of this Agreement shall control.

ARTICLE 7

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND SECURITIES

          Section 7.01. Form of Contribution. The contribution to the Company by a Securityholder shall be in cash.

          Section 7.02. Contributions with Respect to the Common Securityholder. In connection with its purchase of the Common Security, the Common Securityholder shall contribute to the capital of the Company on or prior to the Closing Date, cash in the amount

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of U.S.$25 (such amount being the Common Securityholder’s capital contribution to the Company).

          Section 7.03. Contributions with Respect to the Preferred Securityholders.

     (a) In connection with its purchase of the Class A Preferred Security, the Class A Preferred Securityholder shall, in exchange for a Class A Preferred Certificate, contribute to the capital of the Company on or prior to the Closing Date, cash in the amount of U.S.$25 (such amount being the Class A Preferred Securityholder’s capital contribution to the Company).

     (b) In connection with its purchase of the Class B Preferred Securities, the Trust shall, in exchange for a Class B Preferred Certificate registered in the name of the Property Trustee, contribute to the capital of the Company on the Closing Date an amount in cash equal to the gross proceeds from the sale of the Trust Preferred Securities and the Trust Common Security (such amount being such Person’s capital contribution to the Company).

          Preferred Securityholders, in their capacity as Securityholders of the Company, shall not be required to make any additional contributions to the Company (except as may be required by law).

          Section 7.04. Allocation of Profits and Losses. Except as otherwise provided in Section 10.03 or Section 10.04, the income, gains, profits and losses of the Company for any Fiscal Year (or portion thereof) shall be allocated as follows:

     (a) all gains and losses resulting from any disposition of assets (including, without limitation, any redemption or prepayment of assets) by the Company shall be allocated 100% to the Common Securityholders;

     (b) gross income of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 7.04) shall be allocated (i) pro rata among the Class B Preferred Securityholders until the amount so allocated to each Class B Preferred Securityholder equals the amount of Capital Payments declared (or deemed declared) and attributable to such Fiscal Year and (ii) thereafter to the Common Securityholders, provided, that if capital payments are declared on the Class A Preferred Security, net income shall first be allocated to the Class A Preferred Securityholder in the amount of such capital payments before any allocations pursuant to (i) or (ii); and

     (c) net losses (if any) of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 7.04) shall be allocated 100% to the Common Securityholders.

          Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for U.S. federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have “substantial economic effect” (within the meaning of Treasury regulation 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

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information the disclosure of which the Board of Directors in good faith believe is not in the best interest of the Company or could damage the Company or its business or which the Company or the Board of Directors are required by law or by an agreement with any Person to keep confidential.

          Section 13.03. Accounting Method. For both financial and tax reporting purposes and for purposes of determining profits and losses, the books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Company transactions and be appropriate and adequate for the Company’s business.

          Section 13.04. Annual Audit. As soon as practical after the end of each Fiscal Year, but not later than 90 days after such end, the financial statements of the Company shall be audited by a firm of independent certified public accountants selected by the Board of Directors, and such financial statements shall be accompanied by a report of such accountants containing their opinion. The cost of such audits shall be an expense of and be paid by the Bank.

ARTICLE 14

TAX MATTERS

          Section 14.01. Company Tax Returns.

     (a) The Bank is hereby designated as the Company’s “Tax Matters Partner” under Section 6231(a)(7) of the Code and shall have all the powers and responsibilities of such position as provided in the Code. The Bank is specifically directed and authorized to take whatever steps the Bank, in its discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under the Treasury Regulations. Expenses incurred by the Tax Matters Partner in its capacity as such shall be borne by the Company.

     (b) The Tax Matters Partner shall cause to be prepared and timely filed all tax returns required to be filed for the Company. The Tax Matters Partner may, in its discretion, cause the Company to make or refrain from making any U.S. federal, state or local income or other tax elections for the Company that it deems necessary or advisable, including, without limitation, any election under Section 754 of the Code or any successor provision.

          Section 14.02. Tax Reports. The Tax Matters Partner shall, as promptly as practicable and in any event within 90 days of the end of each fiscal year, cause to be prepared and mailed by the Company to each Preferred Securityholder of record Internal Revenue Service Schedule K-1 and any other forms that are necessary or advisable in order to permit the Securityholders to comply with U.S. federal and any other income tax requirements.

          Section 14.03. Taxation as a Partnership. The Company shall take any necessary steps to be treated as a partnership for U. S. federal income tax purposes and shall not file any election to be treated as anything other than a partnership for such purposes. The Bank and the Company will use their commercially reasonable efforts to ensure that the

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	DEUTSCHE BANK CONTINGENT CAPITAL LLC II
	By:
		Name:
		Title:

 

 

 

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