Revenue Sharing Agreement

REVENUE SHARING AGREEMENT

This Revenue Sharing Agreement (this “Agreement”), dated as of (the “Effective Date”) is entered into by and among , a German Aktiengesellschaft (“DBAG”), and , a Delaware limited liability company (“Affiliate” and together with DBAG, the “Parties”).

RECITALS

WHEREAS, DBAG is a stock corporation organized under the laws of Germany and is engaged in a wide range of banking and other financial activities;

WHEREAS, DBAG conducts some of its business activities through its New York Branch (“DBNY”) and other of its business activities through corporate subsidiaries organized under the laws of various States of the United States;

WHEREAS, Taunus Corporation, a Delaware corporation (“Taunus”), is the ultimate United States parent company of substantially all of DBAG’s United States subsidiaries (together with Taunus, the “Taunus Group”);

WHEREAS, Taunus is a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956, as amended, and is subject to regulatory oversight by the United States Federal Reserve System and the New York State Banking Department;

WHEREAS, certain regulatory developments pursuant to the “Basel II” rules would require Taunus to change the method with which it reports bank regulatory capital;

WHEREAS, certain regulatory developments pursuant to the proposed “Basel III” rules will affect the way regulators will measure a bank’s capital, which developments will require DBAG to take certain actions with respect to its United States banking operations conducted through DBNY;

WHEREAS, the Collins Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) will require Taunus to take certain actions with respect to its ownership of DBAG’s United States banking chain in order to avoid certain adverse regulatory capital consequences;

WHEREAS, certain actions required to be taken by DBAG as a result of Dodd-Frank could result in further adverse affects to DBAG as a result of other bank regulatory developments;

WHEREAS, DBAG has concluded that certain of the adverse consequences resulting from compliance with Dodd-Frank and other regulatory developments would be mitigated by entering into transactions with Affiliate that would result in a tax grouping of DBNY and the Taunus Group as a single taxpayer for United States federal income tax and state and local tax purposes;

WHEREAS, DBAG has concluded that managing the DBNY business through a Regional Executive Committee would be advantageous for both business and regulatory purposes.

WHEREAS, the Parties are entering into this Agreement for the purpose of establishing their sharing of net profits and net losses with respect to, and in relation to their interests in, the business of DBNY; and

WHEREAS, simultaneously with the execution of this Agreement, the Parties have entered into the Operating Agreement (defined below), setting forth certain rights and obligations of DBAG and Affiliate with respect to the business of DBNY;

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the parties hereby agree as follows:

SECTION 1. Definitions. Capitalized terms not otherwise defined herein have the meaning set forth in this Section 1.

“Additional Investment Amount” has the meaning set forth in section 2(b).

“Affiliate Share” means Affiliate’s two (2) percentage interest in the Net Profits and Net Losses of DBNY.

“Assets” and “Liabilities” means the assets and liabilities of DBNY as reflected on the books and records established and maintained by DBAG for DBNY as of the Effective Date, including the assets and liabilities of the Consolidated Group. The Assets and Liabilities as of the Effective Date are set forth on the balance sheet and attached hereto as Exhibit B.

“Board” has the meaning set forth in the Operating Agreement.

“Cap” means eleven and one-half percent (11.5%) of the Investment Amount.

“Effective Date” means for all purposes December 31, 2011.

“Investment Amount” means at any time, the amount of Affiliate’s capital investment in DBNY, calculated as follows: the USD $385 million contributed by Affiliate to DBNY as set forth in section 2(a), increased by any and all Additional Investment Amounts described in section 2(b), and reduced, but not below zero, by any and all distributions from DBNY to Affiliate described in sections 3(b) and 3(d).

SECTION 2. Revenue Sharing.

(a) The Parties hereby agree that in exchange for the contribution by Affiliate of the Investment Amount to DBNY, and subject to the terms of this Agreement, Affiliate is hereby granted for each year during the Term an interest in the Net Profits equal to the Distribution Amount and an interest in Net Losses equal to the Loss Participation attributable to the business activities of DBNY from the Effective Date until the Termination Date, as more fully set forth below.

(b) In the event there is an increase during any year in Branch Equity, then Affiliate will contribute to DBNY an amount that is equal to the Affiliate Share multiplied by such increase (the “Additional Investment Amount”).

(c) The interest of Affiliate in the Net Losses of DBNY is not intended to and does not subject Affiliate to a share of the Net Losses of DBNY that, in the aggregate for all such Loss Years, exceed an amount equal to the Investment Amount (the “Loss Limitation Amount”).

(d) The parties hereby acknowledge that the interest in Net Profits and Net Losses acquired by Affiliate pursuant to this Section 2 does not represent an interest of a creditor in the assets of DBNY and that such interest is subordinate in all respects to all of the creditors of DBNY.

SECTION 3. Payments and Distributions.

(a) Affiliate will be entitled to receive, for any Profit Year, payments and distributions from DBNY equal to the Distribution Amount with respect to its interest in the Net Profits of DBNY for such year.

(b) Affiliate and DBAG each will be entitled to receive their respective pro rata shares of any Return of Capital in any year during which DBNY receives Dividends.

(c) On the Termination Date, Affiliate will be entitled to receive a payment from DBNY in an amount equal to the Liquidation Rights (the “Termination Payment”), plus the current year Profit Based Distribution, if any.

(d) In the event there is a decrease during a year in Branch Equity, then to the extent that the Liquidation Rights exceed zero, DBNY will distribute to Affiliate within sixty (60) days of such calculation an amount equal to the Excess Distribution for that year.

SECTION 4. Term. This Agreement will remain in effect until the Termination Date.

SECTION 5. Tax Treatment. The parties intend and agree that as a result of the transactions effected by this Agreement and the Operating Agreement DBNY will constitute a “business entity” for purposes of Treasury Regulation § 301.7701-1 et seq.

SECTION 6. No Agency Relationship. This Agreement does not purport to, and the Parties agree that it does not, establish an agency relationship between DBNY and Affiliate.

SECTION 7. Modifications and Waivers. No supplement, modification, waiver, or termination of this Agreement or any provision hereof shall be binding unless executed in writing by all parties hereto.

SECTION 8. Consent to Jurisdiction. By execution hereof, each party hereby consents to the non-exclusive jurisdiction of the courts of the State of New York with respect to any matter or action arising out of or in connection with this Agreement.

SECTION 9. Governing Law. Pursuant to N.Y. Gen. Oblig. Law § 5-1401, the Parties agree that this Agreement shall be governed by the laws of the State of New York.

SECTION 10. Binding Effect. The provisions of this Agreement shall survive closing of the assignments and shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties to this Agreement.

SECTION 11. Transferability. The rights and obligations of each of the Parties under this Agreement may be transferred or assigned only upon written consent of each other Party.

SECTION 12. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original.

SECTION 13. Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested.

SECTION 14. Entire Agreement. This Agreement (including the Exhibits) constitutes the entire agreement among the parties with respect to the subject matter hereof.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first-above stated.

EXHIBIT A

OPERATING AGREEMENT

This Operating Agreement is incorporated by reference and accompanies the Revenue Sharing Agreement.

EXHIBIT B

ASSETS AND LIABILITIES

DBNY Branch Including Consolidated Group

Combined Balance Sheet

December 31, 2011

(in US GAAP, thousands USD)

Total Assets

Total Liabilities

Total Shareholders' Equity

Total Minority Interest

Total Equity

Total Liabilities and Equity