Deutsche Bank Executive Fund Tracker - US Residents
Plan Documentation - Plan Rules

1.   Purpose The purpose of the Deutsche Bank Executive Fund Tracker (EFT) for
     U.S. Residents (Cash Bonus Deferral Plan) (formerly the Deutsche Bank
     Americas Holding Corp. Deferred Compensation Plan) (the "Plan") is to
     provide a select group of management and highly compensated employees of
     Deutsche Bank Americas Holding Corp., a Delaware Corporation ("DBA") and
     its U.S. affiliates (together with DBA, the "Company") the opportunity to
     elect to defer receipt of a specified portion of their Actual Cash Bonuses
     and to have such Deferred Amounts increased or decreased to reflect the
     gains and losses referenced to one or more of the notional investment
     options designated by the Investment Committee.

2.   Definitions The following terms, when capitalized in the Plan, shall have
     the meanings set forth below:

a.   "Actual Cash Bonus" means the Actual Discretionary Bonus, the Actual
     Formula Bonus, or a combination thereof, but does not mean the Bonus
     Guarantee.

b.   "Actual Discretionary Bonus" means the cash portion of an employee's annual
     incentive compensation (bonus) payments to be paid to the employee as part
     of the Company's annual discretionary bonus scheme, generally payable
     during the calendar quarter after the calendar year-end to which the bonus
     relates.

c.   "Actual Formula Bonus" means the cash portion of an employee's bonus
     payments to be paid to the employee as part of the Company's formula bonus
     scheme, generally payable during the calendar quarter after the calendar
     year-end to which the bonus relates.

d.   "Actual Total Incentive" means an employee's Actual Cash Bonus plus any
     equity awards designated by DBA as components of the employee's total
     incentive and retention compensation to be awarded to the employee as part
     of the Company's total discretionary incentive and retention compensation
     schemes (including DB Global Partnership Plan awards, DB Share Scheme
     awards, and Restricted Equity Units), generally awarded during the first
     calendar quarter after the calendar year-end to which such compensation
     relates, plus any Commissions earned by the employee during the applicable
     calendar year.

e.   "Annual Installments" means an amount equal to "(1/A) x B," where "A"
     equals the number of installments remaining to be made (including the
     installment with respect to the calculation being made) and "B" equals the
     Deferral Account balance as of the date the amount of such installment is
     determined. For example, if a Participant elects a five-year installment
     option, he or she would receive a first installment equal to 1/5 of the
     account balance on the first installment date, 1/4 of the Deferral Account
     balance one year later, 1/3 and 1/2 a year and two years after that,
     respectively, and the remaining account balance on the fourth anniversary
     of the distribution date.

f.   "Beneficiary" means any person (which may include trusts and is not limited
     to one person) who has been designated by the Participant in his or her
     most recent written beneficiary designation filed with the Governance
     Committee to receive the benefits specified under the


      Plan in the event of the Participant's death. If no Beneficiary has been
      designated who survives the Participant's death, then Beneficiary means
      the Participant's estate.

g.   "Governance Committee" means the Non-Qualified Plan Governance Committee or
     such other person(s) as the Executive Committee may designate.

h.   "Bonus Guarantee" means the guaranteed total incentive bonus to be paid as
     part of the Company's bonus scheme, generally payable during the calendar
     quarter after the calendar year end to which the bonus relates.

i.   "Bonus Payment Date" means the date each year on which Actual Cash Bonuses
     are paid.

j.   "Business Day" means a day on which the New York Stock Exchange is open for
     trading.

k.   "Cause" means, in respect to the termination of the Participant's
     employment by the Company: (i) any act or series of acts or omissions that,
     when taken together or alone, constitute a material breach of a
     Participant's terms and conditions of employment; (ii) the conviction of a
     Participant by a competent court of law for any crime (other than minor
     motoring offences or offences of a similar nature that do not materially
     affect the business or reputation of the Company); (iii) unlawful,
     unethical or illegal conduct or other misconduct by a Participant in
     connection with the performance of the Participant's duties as an employee
     of the Company; (iv) conduct by a Participant that violates the terms of
     the Company's Code of Professional Conduct or any of the Company's general
     personnel policies applicable to the Participant; (v) knowing failure or
     refusal by the Participant to carry out specific lawful instructions from
     the Company relating to material matters or duties within the scope of the
     Participant's responsibilities to the Company; (vi) commission by a
     Participant of any act involving dishonesty, fraud, misrepresentation, or
     breach of trust; or (vii) the issue of any order or the commencement of any
     enforcement action against a Participant (or against the Company as a
     result of the Participant's act or failure to act) by any regulatory body
     with authority over the conduct of business by the Company that materially
     impairs (A) the financial condition or business reputation of the Company
     or (B) the Participant's ability to perform his or her assigned duties.

l.   "Change in Control" means a change in the control of either Deutsche Bank
     AG or DBA 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) either: (i) acquires more than 50 percent of the issued
     share capital of Deutsche Bank AG or DBA and/or becomes entitled to
     exercise more than 50 percent of the voting rights attributable to the
     issued share capital of Deutsche Bank AG, or DBA (ii) acquires control of
     the stock, the Board of Directors of Deutsche Bank AG and DBA or a
     substantial portion of the assets of any division within the Deutsche Bank
     AG or DBA for which the Participant is then performing a substantial
     portion of his or her work. The Governance Committee will determine, at its
     sole discretion, whether or not a Change in Control has occurred in
     accordance with this definition.

m.   "Commissions" means the cash commission payments actually received by
     investment representatives of the Company on a monthly basis, but does not
     include Guaranteed Commissions.



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n.   "Commission Payment Date" means the date on which Commissions are paid.

o.   "Committee" means the Executive Committee, the Governance Committee and the
     Investment Committee.

p.   "Company" shall have the meaning provided in Section 1 above.

q.   "DBA" shall have the meaning provided in Section 1 above.

r.   "Deferral Account" means a bookkeeping account established and maintained
     by the Company to reflect (i) Deferral Elections made by a Participant
     pursuant to this Plan (as described in Section 6(a)) and (ii) notional
     investment returns (whether positive or negative) on such Deferred Amounts
     and may be divided into sub-accounts. Deferral Accounts shall be maintained
     solely as bookkeeping entries by the Company to evidence unfunded
     obligations of the Company. Deferred Amounts will not be invested in any of
     the notional investment options, such options will only be used as devices
     for measuring the value of Deferral Accounts.

s.   "Deferred Amount" shall have the meaning provided in Section 5(b)(ii).

t.   "Deferral Election" means a Participant's election to defer a portion of
     his or her Actual Cash Bonus and/or Commissions, as the case may be, that
     would otherwise be payable by the Company on the Bonus Payment Date or
     Commission Payment Date applicable to such Actual Cash Bonus or
     Commissions, as the case may be, or, under certain circumstances as
     determined in the sole discretion of the Governance Committee, elections to
     defer other compensation.

u.   "Deferral Election Date" shall have the meaning provided in Section 5(c).

v.   "Deferred Amount" shall have the meaning provided in Section 5(b)(ii).

w.   "Disability" means a condition that would qualify a Participant to receive
     benefits under the DBA Long-Term Disability Plan or any successor plan
     thereto.

x.   "Election Form" means the form (which may be in electronic format) that is
     provided to Participants by the Governance Committee and that must be
     completed to create a valid Deferral Election under the Plan.

y.   "Election Year" means (i) in the case of the Actual Cash Bonus, the
     calendar year with respect to which an Actual Cash Bonus that is the
     subject of a Participant's Deferral Election is earned and (ii) in the case
     of Commissions, the calendar year immediately preceding the calendar year
     in which Commissions that are the subject of a Participant's Deferral
     Election are earned.

z.   "Executive Committee" means the Executive Committee of DBA.


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aa.  "Guaranteed Commissions" means any commissions payable to an employee that
     were guaranteed to be paid by the Company prior to the period with respect
     to which they were earned.

bb.  "Investment Committee" means the committee appointed by the Executive
     Committee to carry out the responsibilities set forth in Section 6(d).

cc.  "Participant" means any United States employee of the Company who meets the
     eligibility requirements of Section 4 and who makes a valid and timely
     Deferral Election.

dd.  "Payroll Date" means any day on which a majority of the employees of the
     Company receive paychecks from the Company.

ee.  "Plan" shall have the meaning provided in Section 1 above.

ff.  "Plan Communication" shall have the meaning provided in paragraph "jj"
     below.

gg.  "Retirement" means a Participant's Termination of Employment on or after
     the Participant's attainment of (i) age 55 and completion of at least 5
     years of service with the Company if such Participant was hired prior to
     January 1, 1998, (ii) age 55 and completion of at least 10 years of service
     with the Company if such Participant was hired after December 31, 1997, or
     (iii) age 50 and completion of at least 10 years of service with the
     Company if such Participant's Termination of Employment is involuntary and
     other than for Cause.

hh.  "Termination of Employment" means a termination of employment with the
     Company.

ii.  "Unforeseen Hardship" shall have the meaning provided in Section 7(c).

jj.  "Valuation Date" means the date on which a Deferral Account shall be valued
     for purposes of reallocation or distribution. The actual Valuation Date for
     each investment option will be determined in accordance with the investment
     option materials in respect of each relevant investment option or other
     communications or documents approved by the Governance Committee and
     distributed or made available to the Participants (each a "Plan
     Communication").

3. Administration

a.   Generally The Committee shall administer the Plan and shall have all powers
     necessary to accomplish such administration, including without limitation,
     the power to specify rules, interpret the Plan and all documents related to
     the Plan, make determinations necessary or advisable for the administration
     of the Plan and create forms (including Election Forms) and instructions
     thereto. The Committee may require any person, as a condition to receiving
     any benefits under the Plan, to furnish such information to the Committee
     as it may reasonably deem necessary for the purpose of properly
     administering the Plan. Any actions or determinations of the Committee with
     respect to the Plan shall be conclusive and binding upon all persons
     interested in the Plan, except that no action or determination of the
     Governance Committee or the Investment Committee shall be binding upon the
     Executive Committee unless the Executive Committee consents thereto. The
     Committee may appoint


                                       4



     agents and delegate thereto such powers and duties of the Committee in
     connection with the administration of the Plan as the Committee may from
     time to time deem appropriate and any reference to the applicable committee
     shall include any such delegatee.

b.   Limitation of Liability Each member of the Committee, as well as any
     individual to whom the Committee may delegate any authority under the Plan,
     shall be entitled, in good faith, to rely and act upon any report or other
     information furnished to him or her by any officer or other employee of the
     Company, the Company's independent certified public accountants, or any
     executive compensation consultant, legal counsel or other professional
     retained by the Company to assist in the administration of the Plan.
     Neither any member of the Committee nor any individual acting on behalf of
     the Committee shall be personally liable for any action, determination, or
     interpretation taken or made in good faith with respect to the Plan, and
     such persons shall, to the fullest extent permitted by law, be indemnified
     and protected by the Company with respect to any such action, determination
     or interpretation.

4. Participation

a.   A Director or Managing Director ("employee") of the Company shall be
     eligible to become a Participant in the Plan if: (i) with respect to an
     Election Year, the employee has a reasonable expectation that the sum of
     the following will equal or exceed $350,000: (A) annualized base salary
     from the Company in effect as of the date on which his or her Election Form
     is required to be filed, (B) Commissions earned from the Company in the
     Election Year and (C) Actual Total Incentive or actual guaranteed total
     incentive earned in the calendar year preceding such Election Year and,
     awarded or paid in the Election Year; (ii) with respect to the two calendar
     years preceding the Election Year, the employee had individual income that
     equaled or exceeded $350,000; and (iii) with respect to the calendar year
     following the Election Year, the employee has a reasonable expectation of
     individual income that will equal or exceed $350,000. An employee of the
     Company whose employment with the Company started between November 1 of the
     year preceding such Election Year and May 31 in the Election Year shall be
     eligible to become a Participant in the Plan if: (i) with respect to an
     Election Year, the employee has a reasonable expectation that the sum of
     the following will equal or exceed $350,000: (A) Annualized base salary
     from the Company in effect as of the date on which his or her Election Form
     is required to be filed, and (B) Actual guaranteed Actual Total Incentive
     to be awarded or paid in the year following such Election Year; and (ii)
     with respect to the two calendar years preceding the Election Year, the
     employee had individual income that equaled or exceeded $350,000. The
     Governance Committee may impose additional qualification requirements or
     conditions as it deems appropriate in its sole discretion. Unless otherwise
     provided in a governing employment agreement or as otherwise determined by
     the Governance Committee, an eligible employee as described in this Section
     4(a) shall cease eligibility under the Plan while employed under a
     secondment arrangement with respect to the period of secondment. All
     eligible employees shall only be permitted to make deferral elections with
     respect to U.S. source income.

b.   Participation in the Plan is entirely voluntary. The Governance Committee
     shall notify each eligible employee of his or her eligibility to
     participate in the Plan not later than 30 days (or such lesser period as
     may be practicable in the circumstances) prior to the Deferral Election
     Date for an Election Year.

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c.   If a Participant ceases to meet the eligibility requirements described in
     Section 4(a) above, such Participant shall continue to be treated as a
     Participant with respect to any existing Deferral Account balance in his or
     her name for as long as such balance is maintained in accordance with the
     terms of the Plan, but shall not be permitted to make any additional
     Deferral Elections under the Plan.

5. Deferral Elections

a. General Rule

i.      Any employee of the Company who meets the eligibility requirements
        provided in Section 4 above may elect to defer up to 90% of his or her
        Actual Cash Bonus and, if applicable, up to 90% of his or her
        Commissions, in each case in respect of an Election Year, provided,
        however, that in addition to the foregoing 90% limitation, amounts
        comprising an employee's Actual Cash Bonus or Commissions may be subject
        to additional terms, conditions and limitations on its deferability
        imposed by (i) the Company bonus plans and programs pursuant to which it
        is awarded, and/or (ii) the Governance Committee. Any such additional
        terms, conditions or limitations, if imposed by the Governance
        Committee, shall be set forth on the Election Form or in rules or
        instructions relating to the Plan or Election Form, published by the
        Governance Committee. Notwithstanding the foregoing, the Governance
        Committee may, in its sole discretion, permit eligible employees to
        defer other compensation under the terms and conditions determined by
        the Governance Committee in its sole discretion.

ii.     Employees of the Company shall not be permitted to defer any component
        of their compensation under the Plan (including without limitation,
        severance payments) except as explicitly set forth in Section 5(a)(i)
        above.

b. Election Form Each employee of the Company who wishes to make a Deferral
Election under the Plan must complete and submit a valid Election Form to the
Governance Committee on or prior to the Deferral Election Date (which may be
distributed and submitted electronically). For each Election Year, Participants
will generally be given separate Election Forms with respect to the deferral of
Actual Cash Bonuses and Commissions. With respect to Deferral Elections relating
to Election Years prior to 2003, except as otherwise provided herein, no
Deferral Account distributions shall be made prior to the third anniversary of
the Bonus Payment Date or Commission Payment Date, as applicable, on which the
Participant's Actual Cash Bonus or Commission would otherwise have been paid
absent a Deferral Election. With respect to Deferral Elections relating to 2003
Election Year and thereafter, except as otherwise provided herein, in respect of
the Actual Cash Bonus, no Deferral Account distributions shall be made prior to
the first anniversary of the Bonus Payment Date on which the Participant's
Actual Cash Bonus would otherwise have been paid absent a Deferral Election and,
in respect of the Commissions, no Deferral Account distributions shall be made
prior to the first anniversary of the last Commission Payment Date to which such
Deferral Election relates. All distributions shall occur on Payroll Dates
occurring within a reasonable time (not to exceed 45 days) after the Valuation
Date(s) pertaining to such distributions, as provided below. Each Election Form
shall contain all of the following information and any additional information
deemed necessary or desirable by the Governance Committee:




                                      6




i.   The name of each Company plan or program under which any portion of an
     employee's Actual Cash Bonus or Commissions may become payable and the
     Election Year or other period to which each such portion relates;

ii.  In respect of (A) the Actual Cash Bonus, either (i) the percentage of the
     employee's Actual Cash Bonus to be deferred or (ii) the dollar amount of
     the employee's Actual Cash Bonus to be deferred (the "Deferred Amount"), in
     either case, including the portion to be derived from each particular plan
     or arrangement listed above, and, (B) Commissions, the percentage of the
     employee's Commissions to be deferred; provided, that in no case shall the
     aggregate Deferred Amount pursuant to (A) and (B) of this paragraph exceed
     90% of the Participant's Actual Cash Bonus and Commissions for the relevant
     Election Year (notwithstanding any dollar amount specified by the
     Participant);

iii. The distribution schedule (specifying the month and year(s)) applicable to
     the Deferral Account in the event that the Participant remains employed
     with the Company, incurs a Termination of Employment as a result of
     Retirement, or voluntarily resigns, which distribution schedule shall be
     either: (A) a single lump-sum payment made on a Payroll Date within a
     reasonable time (not to exceed 45 days) after the Valuation Date(s) on or
     immediately following the designated distribution date, or (B) up to 20
     Annual Installments commencing on a Payroll Date within a reasonable time
     (not to exceed 45 days) after the Valuation Date(s) on or immediately
     following the designated distribution date; provided, that the timing and
     number of actual distributions shall be subject to the specific terms
     detailed in the materials describing each notional investment option or
     Plan Communication;

iv.  The distribution schedule (specifying the month and year(s)) applicable in
     the event of the Participant's Termination of Employment by the Company
     without Cause, which shall supersede the distribution schedule designated
     in Section 5(b)(iii) above, and shall be either (A) a single lump-sum
     payment made on a Payroll Date within a reasonable time (not to exceed 45
     days) after the Valuation Date(s) immediately following any such
     Termination of Employment, or (B) up to 20 Annual Installments commencing
     on a Payroll Date within a reasonable time (not to exceed 45 days) after
     the Valuation Date(s) immediately following any such Termination of
     Employment; provided, that the timing and number of actual distributions
     shall be subject to the specific terms detailed in the materials describing
     each notional investment option or Plan Communication. If a Participant
     does not make an election pursuant to this Section 5(b)(iv), any
     distribution(s) that would otherwise be subject to such an election shall
     be distributed in accordance with the Participant's election pursuant to
     Section 5(b)(iii);

v.   The distribution schedule (specifying the month and year(s)) applicable in
     the event of the Participant's Termination of Employment due to the
     Participant's Disability, which shall supersede the distribution schedule
     designated in Section 5(b)(iii) above, and shall be either (A) a single
     lump-sum payment made on a Payroll Date within a reasonable time (not to
     exceed 45 days) after the Valuation Date(s) immediately following any such
     Termination of Employment, or (B) up to 20 Annual Installments commencing
     on a Payroll Date within a reasonable time (not to exceed 45 days) after
     the Valuation Date(s) immediately following any such Termination of
     Employment; provided, that the timing


                                       7


     and number of actual distributions shall be subject to the specific terms
     detailed in the materials describing each notional investment option or
     Plan Communication.

vi.  Some notional investment options attribute dividends after the distribution
     and reallocation process is completed (as detailed above). If this occurs,
     the dividend will be posted to Participants Deferral Account as soon as
     administratively feasible. The dividends will be notionally reinvested into
     the notional investment option that generated the dividend and will become
     available for reallocation in a subsequent monthly notional reallocation
     period. If a participant is receiving a final distribution of the entire
     balance of the Participant's Deferral Account, any subsequent dividends
     posted to the Participant's account will be distributed to the Participant
     through the Company's normal payroll procedures in the month immediately
     following any such notional dividend issue.

The distribution preferences specified on an Election Form shall apply only to
compensation deferred pursuant to such form (and any notional returns thereon),
and shall not apply to compensation deferred in other calendar years. Upon
deferral, Deferred Amounts will be notionally allocated to a default money
market fund and will remain so allocated until Participants notionally
reallocate Deferred Amounts in accordance with Section 6(c) below. Upon receipt
by the Governance Committee of an employee's valid Election Form, that employee
shall become a Participant, and the Deferral Elections of that Participant shall
be irrevocable; provided, that the Participant's notional investment elections
may be notionally reallocated pursuant to Section 6(c) below, and provided
further, that the Deferral Election may be unilaterally revoked by the Company
as the result of changes in law or regulations that would adversely affect the
Plan, including the intended deferred tax treatment of the Deferred Amounts.

c. Date of Election Except as provided below, a Deferral Election with respect
to Actual Cash Bonuses is only valid if it is received by the Governance
Committee on or prior to July 15th of the Election Year to which such Deferral
Election pertains and, with respect to Commissions, is only valid if it is
received by the Governance Committee prior to the Election Year in which such
Commissions are earned (the "Deferral Election Date").

i.   The Governance Committee may specify a different Deferral Election Date as
     it deems, in its sole discretion, necessary or desirable for any reason.

ii.  An employee who commences employment with the Company during an Election
     Year and meets the eligibility requirements of Section 4 above may file a
     valid Election Form with respect to the Actual Cash Bonus and, if
     applicable, Commissions, to be earned by such employee after the Deferral
     Election Date; provided, that such Election Form is received by the
     Governance Committee within 30 days after such Participant's first date of
     employment with the Company (or such other period as the Governance
     Committee deems, in its sole discretion, reasonably appropriate);

iii. The Governance Committee may specify a different Deferral Election Date
     with respect to any Actual Cash Bonus or Commissions payable during or
     relating to the year in which the Plan becomes effective; and

iv.  Under no circumstances may a Participant make a Deferral Election with
     respect to any portion of an Actual Cash Bonus or Commissions to which the
     Participant has attained, at


                                       8




     the time of such Deferral Election, a legally enforceable right to receipt
     (either currently or upon the passage of time).

d. Effectiveness of Election Upon Certain Terminations of Employment If an
employee files an Election Form and then incurs a Termination of Employment for
any reason prior to the applicable Bonus Payment Date or Commission Payment
Date, such Election Form shall be deemed null and void, and, with respect to
such Election Year, such employee shall not become a Participant and no deferral
of such employee's Actual Cash Bonus or Commissions shall be made.

6. Deferral Accounts The following provisions shall apply to Deferral Accounts:

a. Establishment and Crediting of Deferral Accounts The Governance Committee
shall establish a separate Deferral Account for each Participant. The Governance
Committee may separate Deferral Accounts into sub-accounts as it deems
appropriate. On the Participant's initial Bonus Payment Date or Commission
Payment Date, as applicable, with respect to which the Participant has made a
Deferral Election (and each subsequent Bonus Payment Date or Commission Payment
Date, as applicable, with respect to which such Participant makes a Deferral
Election), the appropriate Deferred Amount shall be credited to such Deferral
Account (or a sub-account thereof). Deferral Accounts shall also be credited
and/or debited to reflect notional returns on the notional investment options
designated in the Election Form corresponding to each Deferral Account (taking
into consideration any notional reallocations pursuant to Section 6(c) below).

b. Initial Notional Allocation of Deferral Accounts Deferred Amounts credited to
a Deferral Account will initially be notionally allocated in the default money
market fund until Participants make valid notional reallocations request
pursuant to Section 6(c). Participants will not make any notional allocation
requests in their Election Forms.

c. Notional Reallocation of Notional Investments

i.   Notional reallocations must be made in increments of one percent of the
     value of a Deferral Account.

ii.  Prior to October 1, 2003, Participants may notionally reallocate amounts
     credited to their Deferral Accounts up to twice per calendar month.
     Notional reallocation orders received by the record keeper on a Business
     Day prior to 4:00p.m. EST will take effect on the following Business Day.

iii. Effective October 1, 2003, Participants may notionally reallocate amounts
     credited to their Deferral Accounts no more than once per calendar month.
     Notional reallocation requests must be made on or before the sixth to the
     last Business Day of the month and will be processed in accordance with the
     valuation and processing procedures described in the applicable investment
     option materials or Plan Communications. Requests received after the sixth
     to the last Business Day of the month shall be deemed to have been received
     in the next succeeding calendar month.


                                       9




iv.  Notwithstanding the foregoing, the Governance Committee, in its sole
     discretion, may modify the procedures that Participants must follow
     regarding notional reallocations, including without limitation, the timing
     and frequency of notional reallocations and shall communicate any changes
     to Participants.

d. Elimination or Substitution of Notional Investment Options The Investment
Committee may add notional investment options to the Plan and discontinue any of
the notional investment options available under the Plan at any time for any
reason, subject to the consent of the Executive Committee. If the Investment
Committee eliminates a notional investment option, it may, in its discretion
subject to the approval of the Executive Committee, replace such discontinued
option with a notional investment option comparable in risks and objectives to
the discontinued notional option. Any Participant affected by the elimination of
a notional investment option shall be given a reasonable opportunity, to the
extent reasonably practicable and as deemed appropriate in the sole discretion
of the Governance Committee, to redirect the allocation of the portion of his or
her Deferral Account notionally invested in the discontinued notional investment
option among the other notional investment options, including any replacement
option. In the event the Governance Committee does not receive instructions from
an affected Participant or does not provide Participants with the opportunity to
redirect the allocation of their Deferral Account, the affected Participants'
Deferral Accounts shall be notionally invested in a money market investment
option.

The value of Deferral Accounts is subject to risk at all times based upon the
performance of the notional investment options to which it is notionally
allocated. If the value of the notional investment options to which a Deferral
Account is notionally allocated decreases in the future, the value of such
Deferral Account may be lower than the value of the initial Deferred Amounts.
Although Deferred Amounts will not actually be invested in the funds underlying
the notional investments options, such amounts will be subject to gains and
losses attributable to such funds. The Governance Committee may provide
Participants with a description of the underlying funds and their historical
returns, however, neither the Company nor the Committee is responsible for
actions, statements or performance of such funds. The performance of the
notional indexes will reflect all of the fees and costs of the referenced fund,
including among other things, fund administration fees. Although you will not
actually be investing in the underlying funds, the fund administration fees that
are reflected in the performance of the referenced fund will reduce the amount
of the company's deferred obligation to you and will be reflected in your
Deferral Account.

7. Distribution of Deferral Accounts

a. Cash Distribution All Deferral Accounts shall be distributed in cash only.

b. Timing of Distributions Except as otherwise provided herein, the balance of
each Deferral Account shall be distributed to the appropriate Participant in
accordance with the Participant's preference indicated pursuant to Section
5(b)(iii) above in the Election Form(s) corresponding to such Participant's
Deferral Account, assuming the Participant remains employed through, or has a
Termination of Employment due to Retirement prior to, the first scheduled
distribution date, provided, that all such distributions shall be made either
(i) in a single lump-sum payment, or (ii) in a number of Annual Installments not
to exceed twenty, in each case on a Payroll Date within a reasonable time (not
to exceed 45 days) after the Valuation Date(s) on or immediately following

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such distribution date(s), provided, further, that the timing of actual
distributions shall be subject to the specific terms and conditions regarding
valuation and distribution procedures described in the applicable notional
investment option materials or Plan Communications. Earlier distributions of
Deferral Accounts may occur as follows:

i.   Participant's Termination of Employment by the Company Without Cause Except
     as otherwise provided herein, in the event of a Participant's Termination
     of Employment by the Company without Cause (other than a Termination of
     Employment by the Company without Cause under circumstances that meet the
     definition of Retirement in the Plan), the Participant's Deferral Account
     shall be distributed in accordance with the Participant's preference
     indicated in the Election Form corresponding to such Participant's Deferral
     Account pursuant to Section 5(b)(iv) above, subject to the specific terms
     and conditions regarding valuation and distribution procedures described in
     the applicable Plan Communications or notional investment option materials.
     The preferred Termination of Employment without Cause distribution schedule
     shall govern distributions from such Deferral Account without regard to
     whether the Participant had begun receiving installment payments prior to
     his or her Termination of Employment without Cause. If a Participant does
     not express a preferred Termination of Employment without Cause
     distribution schedule on the applicable Election Form, distributions from
     such Deferral Accounts shall be distributed in accordance with the
     Participant's election under Section 5(b)(iii) above.

ii.  Participant's Termination of Employment Due to Disability Except as
     otherwise provided herein, in the event of a Participant's Disability, the
     Participant's Deferral Account shall be distributed in accordance with the
     Participant's preference indicated in the Election Form(s) corresponding to
     such Participant's Deferral Account pursuant to Section 5(b)(v) above,
     subject to the specific terms and conditions regarding valuation and
     distribution procedures described in the applicable Plan Communications or
     notional investment option materials. The preferred Disability distribution
     schedule(s) shall govern distributions from such Deferral Account without
     regard to whether the Participant had begun receiving installment payments
     prior to his or her Disability. If a Participant does not express a
     preferred Termination of Employment due to Disability distribution schedule
     on the applicable Election Form, distributions from such Deferral Accounts
     shall be distributed in accordance with the Participant's election under
     Section 5(b)(iii) above.

iii. Participant's Death Except as otherwise provided herein, in the event of
     the Participant's death, the Participant's Deferral Account balance shall
     be distributed in a lump-sum payment to the Participant's Beneficiary(ies),
     subject to the specific terms and conditions regarding valuation and
     distribution procedures described in the applicable Plan Communications or
     notional investment option materials in which the Participant's Deferral
     Account was notionally invested, on a Payroll Date within a reasonable time
     (not to exceed 45 days) after the Valuation Date(s) immediately following
     the date on which the Governance Committee is notified of the Participant's
     death. Such lump-sum distribution shall be made without regard to whether
     the Participant had begun receiving installment payments prior to his or
     her death.

iv.  Termination for Cause Except as otherwise provided herein, in the event of
     a Participant's Termination of Employment for Cause, such Participant's
     Deferral Account shall be


                                       11




     distributed, subject to the specific terms and conditions regarding
     valuation and distribution procedures described in the applicable Plan
     Communications or notional investment option materials in which the
     Participant's Deferral Account was notionally invested, on a Payroll Date
     within a reasonable time (not to exceed 45 days) after the Valuation
     Date(s) immediately following such Termination of Employment.

v.   All Other Terminations of Employment Except as otherwise provided herein,
     in the event of a Participant's Termination of Employment for any reason
     not enumerated above, including a voluntary resignation, the Participant's
     Deferral Account shall be distributed, subject to the specific terms and
     conditions regarding valuation and distribution procedures described in the
     applicable Plan Communications or notional investment option materials in
     which the Participant's Deferral Account was notionally invested, on a
     Payroll Date within a reasonable time (not to exceed 45 days) after the
     Valuation Date(s) determined in accordance with the Participant's
     preference indicated in the Election Form corresponding to such
     Participant's Deferral Account pursuant to Section 5(b)(iii) above.

Notwithstanding the foregoing, in the event the Company experiences a Change in
Control, business restructuring, wind down or corporate reorganization, the
Governance Committee may accelerate the distribution of Deferral Accounts as it
deems appropriate in its absolute discretion, provided that all similarly
situated Participants are treated alike.

c. Unforeseen Hardship If a Participant suffers an Unforeseen Hardship (as
defined below), the Governance Committee, in its sole discretion, may distribute
to the Participant that portion of his or her Deferral Account which the
Governance Committee determines, in its sole discretion, to be necessary to
alleviate the Unforeseen Hardship, including any amounts necessary to pay any
federal, state or local income taxes reasonably anticipated to result from the
distribution. A Participant requesting an emergency distribution to alleviate an
Unforeseen Hardship shall apply for the distribution in writing on a form
approved by the Governance Committee and shall provide such additional
information as the Governance Committee may deem necessary. "Unforeseen
Hardship" means an immediate and heavy financial need resulting from any of the
following and that the Participant cannot satisfy by any means other than a
distribution from his or her Deferral Account:

i.   Expenses which are not covered by insurance and which the Participant or
     his or her spouse or dependent has incurred as a result of, or is required
     to incur in order to receive, medical care;

ii.  A threatened eviction of the Participant from his or her principal
     residence or foreclosure on the mortgage of the Participant's principal
     residence; or

iii. Any other circumstance that is determined by the Governance Committee, in
     its sole discretion, to constitute an Unforeseen Hardship which is not
     covered by insurance and which cannot reasonably be relieved absent a
     distribution from his or her Deferral Account.

If a Participant receives an Unforeseen Hardship distribution of all or part of
his or her Deferral Account, that Participant will not be permitted to make any
additional Deferral Elections pursuant to this Plan for a period of 1 year after
such distribution is made.


                                       12


8. Statements The Governance Committee shall furnish (or otherwise make
available) statements to each Participant reflecting the balance of his or her
Deferral Account, including any notional gains or losses resulting from the
notional investment of such Deferral Account balance, not less frequently than
once each calendar quarter.

9. Amendment, Suspension or Termination of the Plan The Executive Committee, in
its sole discretion, may amend, suspend or terminate the Plan without the
consent of the Participants, stockholders or any other person and may, in its
sole discretion, distribute the Deferral Account balance of any Participant at
any time, including without limitation, upon a Termination of Employment;
provided, however, that no such amendment, suspension or termination of the Plan
shall materially and adversely affect the amount credited to the Deferral
Account of any Participant as of the date of any such action (other than a
reduction in connection with a distribution).

10. General Provisions

a.   Limits on Transfer of Awards; Beneficiaries No right or interest of a
     Participant under the Plan shall be (i) pledged, encumbered, or
     hypothecated in any way, (ii) liable for or subject to any lien,
     obligation, or liability other than any lien, obligation or liability that
     such Participant may have with respect to the Company, or (iii) assignable
     or transferable by a Participant otherwise than by the laws of descent and
     distribution; provided, however, that a Participant may designate a
     Beneficiary (or Beneficiaries) to receive any distribution under the Plan
     in the event of the death of the Participant by utilizing the form provided
     by the Governance Committee for this purpose. A Beneficiary, guardian,
     legal representative or other person claiming any rights under the Plan
     from or through any Participant shall be subject to all terms and
     conditions of the Plan as well as the Election Form or other forms used
     under the Plan that would be applicable to such Participant unless the
     Plan, the Governance Committee's rules or their instructions provide
     otherwise with respect to such persons.

b.   Receipt and Release Each Participant, upon making a valid Deferral Election
     with respect to a portion of any Actual Cash Bonus or Commission, shall
     cease to have any enforceable interest in or claim to the deferred portion
     of such Actual Cash Bonus and Commission, if applicable, except as provided
     under this Plan with respect to Deferral Account balances. Distributions of
     Deferral Account balances, to the extent of such distributions, shall be in
     full satisfaction of all claims against the Company and/or the Committee
     for the Deferral Account balances to which such distributions relate. The
     Governance Committee may require Participants or Beneficiaries, as a
     condition to such distributions, to execute a receipt and release to this
     effect.

c.   Unfunded Status of Awards; Creation of Trusts The Plan is a non-qualified
     deferred compensation program, and as such is unfunded and unsecured. This
     means that all deferred amounts shall remain subject to the claims of the
     Company's general creditors. It is the express intent of the Company that
     the Plan constitute "a plan which is unfunded and is maintained by an
     employer primarily for the purpose of providing deferred compensation for a
     select group of management or highly compensated employees," within the
     meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of the
     Employee Retirement Income Security Act of 1974, as amended. With respect
     to any Deferral Account balance, nothing


                                       13



     shall confer upon any Participant or Beneficiary any rights that are
     greater than those of a general creditor of the Company; provided, that the
     Governance Committee may authorize the creation of trusts or make other
     arrangements which could be used by the Company to assist it in meeting its
     obligations under the Plan, which trusts or other arrangements shall be
     consistent with the "unfunded" status of the Plan unless the Governance
     Committee otherwise determines. The Company cannot guarantee that changes
     in the law or regulations will not result in adverse tax consequences,
     including as a result of the use of a grantor trust.

d.   Plan Structure and Account Status Deferred Amounts and amounts credited to
     a Participant's Deferral Account are not actually invested in the notional
     investment options and neither the Company nor any third party is under any
     obligation to make any investments in connection with Participants'
     notional investment allocations. Participants will have no ownership or
     other interest in any financial or other instrument or arrangement that the
     Company may acquire or enter into to hedge its obligations under this Plan.

e.   Compliance With Other Company Obligations Participants shall have no right
     to receive distributions with respect to any Deferral Accounts until all of
     the Participant's legal and contractual obligations to the Company existing
     prior to the time such right arose shall have been complied with in full.

f.   No Right to Continued Employment Except as may otherwise be provided in
     separate agreements, all employees of the Company are "at-will" employees.
     Accordingly, nothing contained in this Plan shall confer, and neither the
     establishment of a Deferral Account nor the crediting of any amounts
     thereto shall be construed as conferring upon any Participant any right to
     (i) continue in employment with the Company, (ii) interfere in any way with
     the Company's right to terminate the employment of the Participant with the
     Company, or (iii) increase or decrease the level of compensation or
     responsibilities of such Participant.

g.   No Rights in Notional Investment Options Nothing contained in this Plan
     shall confer, and neither (i) the establishment, (ii) the crediting of any
     amounts to, (iii) the notional allocation of, nor (iv) any notional
     reallocation of a Deferral Account shall be construed as conferring upon
     any Participant any right or interest in any of the notional investment
     options available for the notional investment of Deferral Account balances.

h.   Applicable Withholdings and Reporting All distributions to be made pursuant
     to the Plan shall be subject to any required federal, state, local and
     other applicable withholdings or deductions as determined by the Company
     and all amounts paid under the Plan shall be reported as ordinary income to
     the relevant taxing authority.

i.   No Right to Participate No employee of the Company shall have any claim or
     right to participate in the Plan. The invitation of an employee to
     participate in the Plan with respect to any Election Year shall not confer
     upon such employee any right to participate in the Plan in any subsequent
     Election Year.

j.   Plan Expenses Other than any administrative expenses and fees (including
     12b-1 fees) that may be incurred with respect to Participants' Deferral
     Accounts (which fees shall be deducted from Participants' Deferral Accounts
     as deemed appropriate in the sole discretion of the Governance Committee),
     all expenses and costs incurred in connection with the operation of



                                       14


     the Plan shall be borne by the Company; provided that the Company may
     determine at any time in its sole discretion to pass the costs of the Plan
     on to the Participants.

k.   Governing Law The validity, construction, and effect of the Plan and any
     rules and regulations relating to the Plan shall be governed in accordance
     with the laws of the State of New York without giving effect to the
     principles of conflicts of laws thereof.

l.   Interpretation Whenever necessary or appropriate in the Plan, where the
     context requires, the singular term and the related pronouns shall include
     the plural and the masculine gender shall include the feminine gender.

m.   Successors and Assigns Subject to the limitations set forth in Section
     10(a) above, the Plan shall inure to the benefit of, and be binding upon,
     the parties hereto and their successors and assigns.

n.   Headings The headings contained in this Plan document are for convenience
     only and shall have no bearing upon the interpretation or construction of
     this Plan document.

11. Effective Date This Plan is adopted effective as of December 15, 1993, as
amended through June 1, 2004. As of this date, this Plan applies to all awards
granted under this Plan, and supersedes and replaces all prior plan documents
previously provided until a plan issued with a later effective date supersedes
and replaces this Plan.

                                       15



Addendum: Share Deferral Program Under the Deutsche Bank Executive Fund Tracker
(EFT) for U.S. Residents (Cash Bonus Deferral Plan) As Amended Through June 1,
2004 Dated June 1, 2004

     This addendum ("Addendum") supplements the Deutsche Bank Executive Fund
Tracker (EFT) Plan for U.S. Residents (Cash Bonus Deferral Plan), as amended
through June 1, 2004 (the "Plan"), by providing a separate share deferral
program pursuant to which individuals eligible to participate in the Plan may
defer certain Deutsche Bank equity awards. Except as expressly modified herein,
all terms and conditions of the Plan are incorporated into this Addendum as if
first set forth herein. The provisions of this Addendum shall in no way affect
cash deferrals made in accordance with the Plan. Any capitalized terms contained
but not defined in this Addendum will have the meanings provided in the Plan.

1. Definitions

a.   "DB Share Scheme Award" means an award to a Participant of notional
     Deutsche Bank shares pursuant to the DB Share Scheme applicable to such
     Participant, as amended from time to time, or such other equity
     compensation plan as the Committee, in its sole discretion, determines.

b.   "DB Share Scheme Award Vesting Date" means the date on which the notional
     Deutsche Bank shares awarded to a Participant pursuant to a DB Share Scheme
     Award vest and would otherwise be distributed to the Participant absent his
     or her deferral pursuant to this Plan.

c.   "Deferral Election" means, with respect to DB Share Scheme Awards, a
     Participant's election to defer a portion of his or her DB Share Scheme
     Award(s) under the terms of the Plan, provided, that any such election
     shall be irrevocable once accepted by the Committee and no modifications to
     the distribution schedule of any such deferral shall be permitted, except
     as may otherwise be provided by the terms of the Plan.

n.   "Deferred Amount" means, with respect to DB Share Scheme Award(s), any
     portion of such DB Share Scheme Award(s) deferred pursuant to the Plan.

o.   "Election Year" means, with respect to DB Share Scheme Award(s), the
     calendar year preceding the DB Share Scheme Award Vesting Date(s)
     applicable to such DB Share Scheme Award(s).

2. Deferral of DB Share Scheme Awards Employees who meet the eligibility
requirements contained in Section 4 of the Plan shall be permitted to defer, in
addition to any other Deferred Amounts under the Plan, up to 90% of DB Share
Scheme Award(s) due to vest in the calendar year following an Election Year,
provided that deferrals of DB Share Scheme Awards must have a minimum value of
$15,000 at the time of the applicable Deferral Election. Elections to defer DB
Share Scheme Awards shall be made by July 15th of the applicable Election Year,
or such other date as the Committee, in its sole discretion, determines. If a
Deferral Election requests deferral of an amount in excess of 90% of any DB
Share Scheme Award(s), such request shall be adjusted by the Committee so that
it complies with the 90% limit.

                                       16



3. Election Form Each Participant who wishes to defer a portion of any DB Share
Scheme Award(s) shall complete a separate Election Form for such award(s)
containing the following information, as well as any additional information
reasonably required by the Committee:

a. Confirmation of the DB Share Scheme Award Vesting Date(s) applicable to the
deferred portion of the DB Share Scheme Award(s);

b. The percentage, not to exceed 90%, of the DB Share Scheme Award(s) to be
deferred under the Plan;

c. The distribution schedules applicable to the deferred DB Share Scheme
Award(s), as provided in Sections 5(b)(iii), 5(b)(iv) and 5(b)(v) of the Plan.

4. Crediting of Notional Deutsche Bank Shares to Deferral Account If a
Participant makes a valid deferral of any portion of any DB Share Scheme
Award(s), a number of notional Deutsche Bank Shares equal to the amount so
deferred shall be credited to such Participant's Deferral Account on the DB
Share Scheme Award Vesting Date(s) applicable to the deferred portion of such DB
Share Scheme Award(s). Notional Deutsche Bank shares credited to a Deferral
Account under the Plan shall be held as notional Deutsche Bank shares at all
times prior to their distribution, and, notwithstanding any provision of the
Plan to the contrary, shall not be subject to reallocation as provided in
Section 6(c) of the Plan. Any notional dividends paid on notional Deutsche Bank
shares held in Deferral Accounts shall be notionally allocated to the default
money market fund and may be notionally reallocated by Participants as provided
in Section 6(c) of the Plan.

5. Distribution of Deferred Amounts Any portion of a Participant's Deferred
Amount that is comprised of notional Deutsche Bank Shares shall be distributed,
without exception, in Deutsche Bank shares, and shall otherwise be distributed
in accordance with the provisions of Section 7 of the Plan, including without
limitation, the termination of employment provisions contained therein. Notional
dividends (and any gains or losses on the notional investment thereof) shall be
distributed in cash.

6. No Rights In Notional Shares Participants shall have no rights in any
Deutsche Bank shares as a result of the crediting of notional Deutsche Bank
shares to their Deferral Accounts.

7. Participation Fees If a Participant's employment with the Company is
terminated, a quarterly administration fee of 15 basis points will be assessed
on the balance of notional Deutsche Bank shares held in the Plan for such
Participant. No participation fees will be charged to Participants who are
active employees of the Company with respect to notional Deutsche Bank shares
held in the Plan.

In addition to those risks noted in the Plan, the value of any Deferral Account
holding notional Deutsche Bank Shares is subject to risk at all times based upon
the performance of the notional Deutsche Bank shares held in such Deferral
Accounts. If the value of notional Deutsche Bank shares decreases in the future,
the value of a Deferral Account holding such shares may be lower than the value
of the initial Deferred Amounts. Although Deferred Amounts will not actually be
invested in Deutsche Bank shares, such amounts will be subject to gains and
losses attributable to such shares.

                                       17