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Executive Vice President
and General Counsel
Bankers Trust Corporation
[LOGO] BANKERS TRUST
Architects of Value
March 11, 1999
Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt am Main
Germany
Dear Sirs:
We refer to the Agreement and Plan of Merger by and among Deutsche Bank AG
("DB"), Circle Acquisition Corporation and Bankers Trust Corporation ("BT")
dated as of November 30, 1998 (the "Merger Agreement").
We hereby request, and your signature below shall constitute, your prior
written consent pursuant to Section 5.2(g) of the Merger Agreement for BT's
subsidiary, Bankers Trust Company ("BTCo"), to enter into and perform its
obligations under the Plea Agreement with the U.S. Department of Justice on the
terms set forth in Annex 1 hereto. We confirm and agree that by executing such
consent DB is not waiving any rights it may have now or at any time in the
future pursuant to the Merger Agreement or otherwise. Without limiting the
foregoing, we confirm and agree that such Plea Agreement, and BTCo's performance
of its obligations thereunder, and any direct or indirect consequences of the
foregoing, would be taken into account in connection with any determination
under any provision of the Merger Agreement as to whether or not there has been
a "Material Adverse Effect" as defined in Section 9.12 of the Merger Agreement.
Very truly yours,
BANKERS TRUST CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Executive Vice President
Accepted and agreed as of
the date first above written.
DEUTSCHE BANK AG
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇
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