EFTA01460381.pdf

Deutsche Bank Personal & Confidential March 6, 2013 Paul Barrett 175 W 72C° Street Apartment 8H New York, NY 10023 Dear Paul: On behalf of Dario Schiraldi, we are pleased to confirm our offer to join Deutsche Bank Trust Company Americas (*we: "us" or "our"), a member of the Deutsche Bank Group, which is a group of firms affiliated with Deutsche Bank AG (collectively, "Deutsche Bank" or the "Bank"). The details of our offer, which when accepted by you. will become our agreement (the "Agreement"), are: 1. Position Your Corporate Title will be Managing Director in the Private Wealth Management Division. Your position has a material impact on the risk profile of the Bank as described by Germany's InstitutsvergOtungsverordnung regulation (the 'Regulation"). 2. Compensation a. Salary Your salary will be $16,666.67, paid on a semi-monthly basis, equivalent to $400,000.00 on an annualized basis. Salaries are generally payable on the le and 28th of each month. b. Incentive Compensation Except as stated in this Agreement, you will be eligible for incentive compensation to be determined in the sole and exclusive discretion of the applicable Deutsche Bank compensation committee. In exercising this discretion, the compensation committee may consider a number of factors induding, among other things, the performance of Deutsche Bank and your division, and your individual contribution, as determined by Deutsche Bank. c. Incentive Guarantee You will receive $1,850,000.00 as incentive compensation for calendar year 2013 ("Guaranteed Incentive"). d. Form and Timino of Incentive Compensation The Bank reserves the right to deliver your incentive compensation in cash, Restricted Compensation or any combination thereof. For purposes of this Agreement, "Restricted Compensation" may include an Equity Award, a restricted cash award, including an award under the Deutsche Bank Restricted Incentive Plan or any other DB restricted cash compensation plans that are in effect at the time of the award ("Restricted Incentive Award"), another non-cash award or any combination thereof. Equity Awards may be any combination of instruments that are equity or reflect the value (or change in value) of the equity of Deutsche Bank AG (or that of its successor) or of the performance of the Bank. The decision to pay or award any incentive compensation and the amount, timing, and form of any such payment or award will be at the Bank's discretion. The proportion of Restricted Compensation to cash of your incentive compensation will be similar to that of peers in your division. Restricted Compensation will vest on dates and othemise be subject to the terms and conditions of any plan(s) governing such Restricted Compensation and the applicable award statements. The Bank in its sole discretion shall determine the currency in which Restricted Compensation will be awarded or delivered and the date on which foreign exchange conversions will be made. The cash portion of any incentive compensation will be paid on the "Bonus Payout Dale: which is within 70 days after the end of the Bank's fiscal year (currently December 31). The Restricted Compensation will be awarded within 70 days after the end of the Bank's fiscal year ("Award Date(s)"). CONFIDaNTIAL !fc ":4010V.ticey Latl ri A(N0tillat MInounentil Pawl Julienhied en CoCtormart Ambanwo ICA auer Si.#411110iitnit Scorn I cwt. Siefa. Aran. Ram.WMn.HeinRiubca, Iv: awry I tisbny....)...1vIll kanian arn Min% I MB lk.:10 OW.PantF.r t ant Mtn I castram.VAT CI Hoff 114 X(I3/9.refreetb.roirs CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0 121586 CONFIDENTIAL SDNY_GM_00267770 EFTA01460381