Execution Copy

Dated as of February 25, 2010

COMMERZBANK AKTIENGESELLSCHAFT,ACTING THROUGH ITSNEW YORK BRANCH

and

DRESDNER CAPITAL LLC IVand

THE BANK OF NEW YORK MELLON

AMENDMENT AGREEMENTrelating to the

Silent Partnership Agreement

and to the Subordinated Note

and to theWaiver and Improvement Agreement

Ref: PWZ/ELD

Linklaters LLP

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This Amendment Agreement is made as of February 25, 2010 and made between:

(1) COMMERZBANK AKTIENGESELLSCHAFT, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the "Bank" or the "Borrower"), acting through its New York Branch (the "Branch");

(2) DRESDNER CAPITAL LLC IV, a Delaware limited liability company (the "LLC"); and

(3) THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York, a New York banking corporation, acting hereunder not in its individual capacity but solely as property trustee (the "Property Trustee").

WHEREAS:

(A) On March 29, 2001,

(i) Dresdner Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Dresdner Bank"), acting through its New York Branch issued and sold its subordinated note, due March 31, 2033 (the "Subordinated Note"), to the LLC; and

(ii) The LLC entered into a Silent Partnership Agreement (the "Silent Partnership Ageement"), providing for 150,000 dated silent partnership interests (each, a "Partnership Interest"), with the Property Trustee and on behalf of Dresdner Funding Trust IV, a statutory business trust created under the laws of the State of Delaware (the "Trust"); and

(iii) The Trust issued 150,000 Dated Silent Partnership Certificates (the "Certificates"), each representing one Partnership Interest; and

(iv) The LLC entered into a waiver and improvement agreement (the "Waiver and Improvement Agreement"), in order to induce Dresdner Bank, acting through its New York Branch, to issue the Subordinated Note to the LLC, and Dresdner Bank entered into the Waiver and Improvement Agreement in order to induce the LLC to enter into the Silent Partnership Agreement and purchase the Subordinated Note.

(B) On May 11, 2009, Dresdner Bank was merged with the Bank as transferee entity so that as a matter of German law the Bank has become the legal successor of Dresdner Bank for all purposes by way of universal succession (Universalsukzession). As from May 11, 2009, allreferences in the Subordinated Note, the Silent Partnership Agreement, the Cerficates and the Waiver and Improvement Agreement to Dresdner Bank are to be read to be references to the Bank.

(C) The LLC and the Bank, acting through the Branch, with the consent of the Property Trustee as holder of 100% in Liquidation Preference of the outstanding Partnership Interests, hereby agree to amend certain terms of (i) the Subordinated Note and (ii) the Waiver and Improvement Agreement.

(D) The LLC and the Property Trustee as holder of 100% in Liquidation Preference of the outstanding Partnership Interests hereby agree to amend certain terms of the Silent Partnership Agreement.

(E) By letter of instruction to the Property Trustee, dated as of the date hereof, American Family Life Assurance Company of Columbus, Japan Branch, as holder of the 150,000

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Certificates, being 100% of the entire issue of Certificates, gave its prior consent to the amendments referred to in Recitals (C) and (D).

(F) By resolution, the Board of Directors of the LLC resolved to approve the amendments referred to in Recitals (C) and (D).

(G) To the extent not included in this Amendment Agreement, all consents required for the referenced agreements being amended have been obtained, and all conditions precedent to entering into an amendment to such referenced agreements have been satisfied.

NOW THEREFORE, the parties agree as follows:

1 Definitions

Capitalized terms not defined herein shall have the respective meanings specified in the Amended and Restated Limited Liability Company Agreement of the LLC, dated as of March 29, 2001 (the "Charter"), in the Silent Partnership Agreement, in the Subordinated Note and in the Waiver and Improvement Agreement, as applicable, unless expressly otherwise provided herein (the Silent Partnership Agreement, the Subordinated Note and the Waiver and Improvement Agreement, as amended hereby, together the "Amendment Documents").

2 Amendments to the Subordinated Note

2.1 The LLC and the Borrower agree to amend the Subordinated Note as follows:

2.1.1 All references in the Subordinated Note to Dresdner Bank shall be replaced by references to Commerzbank Aktiengesellschaft and all references to the Branch shall be replaced by references to Commerzbank AG, New York Branch.

2.1.2 All references in the Subordinated Note to the German Federal Banking Supervisory Authority (Bundesaufsichtsamt für das Kreditwesen) and to "FBSA"shall be replaced by references to the Federal Financial Markets Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin").

2.1.3 Prong (vi) of the definition of the term "Eligible Intercompany Investments" in Section 3(a) of the Subordinated Note will be amended to read as follows:

"(vi) if, immediately prior to such substitution, the Partnership Interests qualify as consolidated lower tier two capital (subordinated liabilities in the meaning of Section 10(5a) of the German Banking Act (längerfristige nachrangige Verbindlichkeiten)) of the Bank together with its consolidated subsidiaries (the "Group") under current or future regulatory requirements (the "Lower Tier Two Capital"), then upon consultation with the Federal Financial Markets Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin"), the Bank will have determined that the Partnership Interests would continue to qualify as Lower Tier Two Capital;"

2.1.4 In the definition of "Capital Event" in Section 3(b) of the Subordinated Note the term "Tier One Capital" shall be replaced by "Lower Tier Two Capital".

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2.1.5 The second paragraph of Section 4 of the Subordinated Note will be amended to read as follows:

"As provided in the Waiver and Improvement Agreement, a "Shift Event"will be deemed to have occurred if (i) the Bank is declared insolvent or overindebted and insolvency proceedings are to be commenced; or (ii) the BaFin either (A) exercises its extraordinary supervisory powers pursuant to the provisions of Section 45 et seq. of the KWG or (B) announces its intention to take such measures."

2.1.6 In the ultimate paragraph of Section 5(a) of the Subordinated Note in the last line after the last sentence the following language will be inserted:

"Junior Securities" means Parity Securities and Ordinary Securities."

2.1.7 The definition of "Other Obligations" in Section 6(a) of the Subordinated Note will be amended to read as follows:

"Other Obligations" means all other unsubordinated liabilities of the Bank(including liabilities of the Bank acting through the Branch), but excluding any Junior Securities and any indebtedness that by its terms is subordinated to or ranks pari passu with this Subordinated Note (including the rights of holders of Genußscheine and the rights of the holders of instruments qualifying as Lower Tier Two Capital and other instruments of the Bank payments on which would, during a Shift Period, require the Bank, acting through the Branch, to make any payments in respect of this Subordinated Note. Each holder of this Subordinated Note, by its acceptance hereof, waives notice of the acceptance of such subordination provisions by the holders of such Other Obligations, whether now outstanding or hereafter incurred, and waives reliance by each holder of such Other Obligations upon such provisions."

2.2 The Property Trustee as holder of 100% in Liquidation Preference of the outstanding Partnership Interests hereby grants its consent to such amendments in accordance with Section 10 of the Subordinated Note, Section 10.2(e)(B) of the Charter and Section 1.11 of the the by-laws of the LLC in the form of Annex D to the Charter, as amended, (the "By-Laws")

2.3 The LLC and the Borrower agree that a copy of this executed Amendment Agreement shall be attached by the LLC to the certificate representing the Subordinated Note entitled "No. 1" executed by Dresdner Bank, acting through its New York Branch, on March 29, 2001(the "Certificate"), and that as of the date of this Amendment Agreement the Subordinated Note, as represented by the Certificate, shall be be deemed to solely have the provisions of the amended Subordinated Note attached hereto as Schedule 1.

3 Amendments to the Waiver and Improvement Agreement

3.1 The LLC and the Borrower agree to amend the Waiver and Improvement Agreement as follows:

3.1.1 All references in the Waiver and Improvement Agreement to the German Federal Banking Supervisory Authority (Bundesaufsichtsamt für das Kreditwesen) and to "FSBA" shall be replaced by references to the Federal Financial Markets Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin").

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3.1.2 The term "Shift Event" in Section 1(b)(xi) of the Waiver and Improvement Agreement shall be amended to read as follows:

"(xi) A "Shift Event" means the occurrence of any of the following events:

(A) the Bank is declared insolvent or overindebted and insolvency proceedings are to be commenced; or

(B) the BaFin either (1) exercises its extraordinary supervisory powers pursuant to the provisions of Section 45 et seq. of the KWG or (2) announces its intention to take such measures;"

3.2 The Property Trustee as holder of 100% in Liquidation Preference of the outstanding Partnership Interests hereby grants its consent to such amendments in accordance with Section 10.2(e)(B) of the Charter and Section 1.11 of the By-Laws.

4 Amendments to the Silent Partnership Agreement

The LLC and the Property Trustee as holder of 100% in Liquidation Preference of the outstanding Partnership Interests agree to amend and restate the Silent Partnership Agreement, and to execute the Amended and Restated Silent Partnership Agreementsubstantially in the form attached hereto as Schedule 2 on even date herewith.

5 Notices

In the Amendment Documents, the contact details of the parties hereto shall bereplaced as follows:

5.1 for the purposes of the Waiver and Improvement Agreement, the contact details of the Borrower shall be:

Commerzbank AktiengesellschaftKaiserplatz 60311 Frankfurt am MainGermanyAttention: Group Treasury – Capital Management & PlanningFacsimile Number: +49 69 713 19803

Commerzbank Aktiengesellschaft, New York Branch2 World Financial CenterNew York, New York 10281-1050United StatesAttention: Finance DepartmentFacsimile Number: +1 212 413 9359

5.2 for the purposes of the Waiver and Improvement Agreement and the Silent Partnership Agreement, the contact details of the LLC shall be:

Dresdner Capital LLC IVc/o Commerzbank Aktiengesellschaft, New York Branch2 World Financial CenterNew York, New York 10281-1050United StatesAttention: TreasurerFacsimile Number: +1 212 413 9359

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5.3 for the purposes of the Amended and Restated Silent Partnership Agreement, the contact details of the Trust shall be:

The Bank of New York MellonOne Canada SquareLondon E145ALUnited KingdomAttention: Michael X. LeeFacsimile Number: +44 207 964 2536

5.4 for the purposes of the Amended and Restated Silent Partnership Agreement, the contact details of the Bank shall be:

Commerzbank Aktiengesellschaft, New York Branch2 World Financial CenterNew York, New York 10281-1050United StatesAttention: Finance DepartmentFacsimile Number: +1 212 413 9359

6 Miscellaneous

6.1 This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

6.2 This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of New York.

6.3 The Bank hereby submits to the non-exclusive jurisdiction of (a) any Federal District Court sitting in the Southern District of New York, Borough of Manhattan, in the County of New York, State of New York and (b) any state court sitting in the County of New York, State of New York, and the Bank hereby irrevocably agrees that, at such time, all claims in respect of such action or proceeding may be heard and determined in such Federal District Court sitting in the Borough of Manhattan, County of New York, State of New York or state court sitting in the County of New York, State of New York. The Bank hereby agrees to irrevocably waive, at such time, to the fullest extent it may effectively do so, the defense of inconvenient forum to the maintenance of such action or proceeding.

6.4 The Bank of New York Mellon is entering into this Amendment Agreement solely in its capacity as Property Trustee of the Trust under the Declaration and not in its individual capacity (except as expressly stated herein), and in no case shall The Bank of New York Mellon (or any person acting as successor Property Trustee under the Declaration) be personally liable for or on account of any of the statements or obligations stated to be those of the Trust hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party.

6.5 With respect to the amendments contemplated by the Amendment Documents, each of the parties hereto expressly waives any and all applicable requirements of notice and notification under the by-laws of the LLC in the form of Annex D to the Charter, as amended, (the "By-Laws"), the Charter and the Amendment Documents, including but not

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limited to the provisions of Section 1.3 and Section 1.11 of the By-Laws and Section 10.4(f) of the Charter.

6.6 The fees and expenses of counsel to the Property Trustee, Emmet, Marvin + Martin LLP, shall be payable by Commerzbank Aktiengesellschaft no later than the date of the execution of this Amendment Agreement.

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Schedule 1Amended Subordinated Note

JPY SUBORDINATED NOTE

COMMERZBANK AKTIENGESELLSCHAFT,ACTING THROUGH ITS NEW YORK BRANCH

FIXED RATE SUBORDINATED NOTE

THIS SUBORDINATED NOTE IS REGISTERED IN THE NAME OF DRESDNER CAPITAL LLC IV (OR A SUCCESSOR OR NOMINEE) AND MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SUBORDINATED NOTE REGISTERED, AND NO TRANSFER OF THIS SUBORDINATED NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DRESDNER CAPITAL LLC IV (OR A SUCCESSOR OR NOMINEE).

THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE (TERMS THAT ARE USED ABOVE ARE USED AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).

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COMMERZBANK AKTIENGESELLSCHAFT,ACTING THROUGH ITS NEW YORK BRANCH

FIXED RATE SUBORDINATED NOTE

Principal Amount:No. 1 ¥15,015,000,000

COMMERZBANK AKTIENGESELLSCHAFT, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the "Bank"), acting through its New York branch (the "Branch"), for value received, hereby promises to pay to Dresdner Capital LLC IV, a Delaware limited liability company (the "LLC"), or registered assigns, the principal amount (the "Principal Amount") set forth above of this Subordinated Note (this "Subordinated Note") on March 31, 2033 (as such date may be extended pursuant to Section 1 on the reverse hereof, the "Maturity Date") or on the date fixed for an early call pursuant to the terms hereof (the "Call Date") or on the date fixed for redemption pursuant to the terms hereof (the "Redemption Date"). In the event that the Maturity Date, the Call Date or the Redemption Date is not a Business Day, then payments due on such date will be made on the immediately preceding Business Day, provided that such payments shall be made without adjustment, reduced interest or payment reductions. As used herein, "Borrower" refers to the Bank, acting through the Branch, in its role as borrower under this Subordinated Note. Terms not defined herein shall have the respective meanings specified in the Amended and Restated Limited Liability Company Agreement of the LLC, dated as of March 29, 2001 (the "Charter"), as in effect on the date hereof.

The Borrower further promises to pay to the LLC, or registered assigns, interest on the outstanding Principal Amount of this Subordinated Note semi-annually in arrears on March 31 and September 30 of each year (each, an "Interest Payment Date") or, if such day is not a Business Day, on the immediately preceding Business Day, commencing September 30, 2001. Interest payable on each Interest Payment Date will be calculated as provided in the following paragraph and will accrue from and including the immediately preceding Interest Payment Date (or from and including March 29, 2001 with respect to the interest payable on September 30, 2001) to but excluding the relevant Interest Payment Date, the Call Date, the Redemption Date or the Maturity Date, as the case may be (each such period, an "Interest Period"). "Business Day" means any day that is both (i) a Target business day and (ii) a day other than Saturday, Sunday or a day on which banking institutions in the City of New York and Tokyo, or, as long as any Trust Certificates are listed on the Luxembourg Stock Exchange, banking institutions in Luxembourg are authorized or required by law or executive order to remain closed.

The amount of interest payable on this Subordinated Note for each Interest Period will be calculated at a fixed rate of 3.5% per annum, calculated on the basis of 360 days per year and 30 days per each month in such Interest Period. All percentages resulting from any calculation regarding interest payable on this Subordinated Note will be rounded to the nearest one hundred-thousandth of a percentage point, with five-one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation will be rounded to the nearest cent. In the event that an Interest Payment Date is not a Business Day so that any interest with respect to this Subordinated Note is therefore paid

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on the immediately preceding Business Day pursuant to the preceding paragraph, such payment shall be made without adjustment, reduced interest or payment reductions.

Any principal, interest or other amounts that have not been paid when due on this Subordinated Note shall also bear interest (to the extent that the payment of such interest shall be legally enforceable) at the rate per annum specified above, from the date such amount is due until it is paid or made available for payment, and such interest shall be payable on demand or, in the absence of demand, when payment of the overdue amount on which such interest has accrued is made or duly provided for.

The principal, interest and any other amounts payable on this Subordinated Note are subject to waiver and reinstatement under a Waiver and Improvement Agreement, dated as of March 29, 2001, between the Borrower and the LLC (the "Waiver andImprovement Agreement"), the operative provisions of which are repeated in sections 4 and 5 of the reverse hereof. Any principal, interest or other amounts that have been waived and not reinstated pursuant to the terms of the Waiver and Improvement Agreement shall not thereafter be payable.

The principal of and interest and any other amounts payable on this Subordinated Note shall be payable at such place and to such account as may be designated by the LLC or its registered assigns in any legal tender of the European Union that at the time of payment is legal tender for payment of public and private debts.

Reference is hereby made to the further provisions of this Subordinated Note setforth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, DRESDNER BANK AKTIENGESELLSCHAFT, acting through its New York branch, has caused this instrument to be duly executed on the date set forth below.

Dated: February 25, 2010

COMMERZBANK AKTIENGESELLSCHAFT,ACTING THROUGH ITS NEW YORK BRANCH

By: ___________________________Name: (Authorized Signatory)

By: ___________________________Name: (Aurhorized Signatory)

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REVERSE OF SUBORDINATED NOTE

1. This Subordinated Note will mature on March 31, 2033 (the "ScheduledMaturity Date"); provided, that if such date occurs during a Shift Period (as defined herein), the Scheduled Maturity Date will be extended to the earlier of (i) the date liquidation proceedings are commenced in respect of the LLC in connection with the commencement of liquidation proceedings in respect of the Bank and (ii) the date immediately following the last day of such Shift Period (such earlier date, together with the Scheduled Maturity Date, the "Maturity Date").

2. All payments by the Borrower in respect of this Subordinated Note will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature, imposed or levied by or on behalf of the Federal Republic of Germany ("Germany"), the United States or the jurisdiction of residence of any obligor on this Subordinated Note, the Partnership Interests or any Eligible Intercompany Investments (each such jurisdiction, together with the United States and Germany, a "Relevant Jurisdiction") or any political subdivision or authority therein or thereof having power to tax (the taxes so imposed, each a "RelevantTax"), unless the withholding or deduction of such Relevant Tax is required by law. In such event, or in the event that withholding is required with respect to distributions on the Partnership Interests or the Certificates, the Borrower will pay such additional amounts ("Additional Amounts") as may be necessary in order for every net payment of (x) the principal of and interest on this Subordinated Note, (y) distributions on the Partnership Interests and (z) distributions on the Trust Certificates, after withholding or deduction for or on account of any Relevant Tax in connection with the payment of such distributions, interest or principal, to equal the amount the holders thereof would have received in respect of this Subordinated Note, the Partnership Interests or the Trust Certificates, as the case may be, in the absence of such withholding or deduction; provided, however, the Borrower shall not be obligated to pay such Additional Amounts: (i) to the extent such Relevant Tax is imposed or levied by virtue of a holder of Partnership Interests (if not Dresdner Funding Trust IV (the "Trust")) or Trust Certificates (or the respective beneficial owner thereof), as the case may be, having some connection with the Relevant Jurisdiction, or any political subdivision or authority therein or thereof having power to tax, that is imposing such tax, other than being a holder (or beneficial owner) of such Partnership Interests or Trust Certificates; or (ii) to the extent that such Relevant Tax is imposed or levied by virtue of any such holder (or beneficial owner) not having made a declaration of non-residence in, or other lack of connection with, the Relevant Jurisdiction or any political subdivision or authority therein or thereof having power to tax, that is imposing such tax, provided that the Borrower or its agent has provided the holder (or beneficial owner) of such Partnership Interests or Trust Certificates, or their respective nominees, with at least 60 days prior written notice of an opportunity to make such a declaration or claim.

The Borrower shall also pay such additional amounts as may be necessary to pay any taxes that may be imposed on the Partnership Interests, the LLC, or the Trust by any Relevant Jurisdiction, or any political subdivision or authority therein or thereof having power to tax that is imposing such tax.

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Any reference in this Subordinated Note to any amount payable in respect of this Subordinated Note shall be deemed to include all Additional Amounts (if any) payable in respect of such referenced amount.

3. (a) In addition to redemptions made pursuant to Sections 3(b) and 3(c), this Subordinated Note may be redeemed at the option of the Borrower, in whole or in part, at any time prior to the Maturity Date, on not less than 30 nor more than 60 days' written notice (which notice shall include the principal amount to be redeemed) at a redemption price of 100% of the principal amount of this Subordinated Note to be redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided, that the LLC shall have previously or concurrently with the redemption of this Subordinated Note acquired or agreed to acquire Eligible Intercompany Investments.

"Eligible Intercompany Investments" are those instruments of the Bank itself, the Bank, acting through either the Branch or another branch of the Bank, or an affiliate of the Bank that is not a U.S. Person (as defined below) that satisfy each of the following conditions prior to their substitution for this Subordinated Note as assets of the LLC: (i) each Rating Agency then rating the Trust Certificates or the Partnership Interests then outstanding, if then rated, will have informed the Bank in writing that such substitution will not result in a downgrading of the rating then assigned by such Rating Agency to the Trust Certificates or the Partnership Interests; (ii) the Eligible Intercompany Investments will be scheduled to mature on the same date as this Subordinated Note, subject to extension on the same terms as this Subordinated Note if such maturity date occurs during a Shift Period; (iii) the Eligible Intercompany Investments will provide for periodic payments to the LLC in amounts sufficient to enable the LLC and the Trust to make Distributions in respect of the Partnership Interests and the Trust Certificates in the same circumstances and to the same extent as currently provided by the Partnership Interests and the Trust Certificates; (iv) there would be no adverse tax consequences to the Bank as a consequence of such substitution that would give rise to a Tax Event; (v) there would be no adverse withholding tax consequences to holders of Eligible Intercompany Investments, Partnership Interests, or Trust Certificates, including the imposition of more burdensome tax identification requirements with respect to residents; (vi) if, immediately prior to such substitution, the Partnership Interests qualify as consolidated lower tier two capital (subordinated liabilities in the meaning of Section 10(5a) of the German Banking Act (längerfristige nachrangige Verbindlichkeiten)) of the Bank together with its consolidated subsidiaries (the "Group") under current or future regulatory requirements (the "Lower Tier Two Capital"), then upon consultation with the Federal Financial Markets Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht –"BaFin"), the Bank will have determined that the Partnership Interests would continue to qualify as Lower Tier Two Capital; (vii) neither the Trust nor the LLC would be required to register as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); (viii) the LLC would continue to be treated as a partnership and the Trust would continue to be classified as a grantor trust, in each case for U.S. federal income tax purposes; (ix) the investment in the Eligible Intercompany Investments will not cause a Tax Event based on either (A) the then applicable law or (B) any change or prospective change in applicable law to become effective at a later date and which change is known at the time of the investment in the Eligible Intercompany Investments; (x) the prior approval of the BaFin is obtained, if required; (xi) the new obligor will have irrevocably submitted to the jurisdiction of state and U.S. federal courts in the County of New York in the State of New York; (xii) either the new obligor will have also become a

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party to the Waiver and Improvement Agreement or an agreement with terms substantially similar to the Waiver and Improvement Agreement will have become applicable to the Eligible Intercompany Investments; and (xiii) the LLC will have delivered to the Independent Directors an officers' certificate and an opinion of counsel stating that such investment complies with the terms of the Charter and that all conditions precedent in the Charter to such substitution have been complied with.

For these purposes, a "U.S. Person" is (i) an individual citizen or resident of the U.S., (ii) a corporation or partnership organized in or under the laws of the U.S. or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of source or (iv) a trust over which a court within the U.S. is able to exercise primary supervision over its administration and one or more U.S. holders have the authority to control all substantial decisions of the trust.

(b) (i) Upon the occurrence of an LLC Early Redemption Event (as defined below), the Borrower shall have the right to redeem this Subordinated Note in whole (but not in part) with no less than 30 and no more than 60 days prior written notice. Upon such a redemption, the Redemption Price for this Subordinated Note will equal the greater of (a) 100% of the principal amount of this Subordinated Note plus accrued and unpaid interest to the date of redemption (the "Early Redemption Date") (and from and after such date on any overdue amount) and (b) the Make-Whole Amount for this Subordinated Note (as defined below).

(ii) For purposes of this Section 3(b):the "Make-Whole Amount" with respect to this Subordinated Note shall be equal to the sum, as determined by the Calculation Agent, of (x) the present value of the principal amount of this Subordinated Note at the Early Redemption Date and (y) the aggregate present value of scheduled interest payments from the Early Redemption Date to March 31, 2031 (the "Remaining Life"), in each case discounted to the Early Redemption Date from March 31, 2031 on a semi-annual basis (calculated on the basis of 360 days per year and 30 days per each month at the Comparable Rate plus (A) in the event that the Early Redemption Date occurs on or prior to June 30, 2002, 125 basis points or (B) in the event that the Early Redemption Date occurs after June 30, 2002, 50 basis points.

"Calculation Agent" means the calculation agent in respect of this Subordinated Note, which shall at all times be the same entity that acts as either (i) Paying Agent pursuant to the Charter or (ii) Property Trustee pursuant to the Amended and Restated Declaration of Trust of Dresdner Funding Trust IV, dated as of March 29, 2001 (the "Declaration").

"Comparable Rate" means, with respect to any Early Redemption Date, the rate per annum equal to the equivalent yield to maturity of the Comparable Issue, assuming a price for the Comparable Issue (expressed as a percentage of its principal amount) equal to the Comparable Price for such Early Redemption Date.

"Comparable Issue" means the Japanese Government Bond selected by an Independent Investment Banker as having a maturity comparable to the

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Remaining Life of this Subordinated Note to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of this Subordinated Note.

"Independent Investment Banker" means one of the Reference Dealers appointed by the Bank.

"Comparable Price" means, with respect to any redemption date, (A) the average of the Reference Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Dealer Quotations, or (B) if the Calculation Agent obtains fewer than four such Reference Dealer Quotations, the average of all such quotations.

"Reference Dealer Quotations" means, with respect to each Reference Dealer and any redemption date, the average, as determined by the Calculation Agent, of the bid and offered prices for the Comparable Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent by such Reference Dealer at 3:30 p.m., New York time, on the third business day preceding such redemption date.

"Reference Dealer" means any Japanese Government Bond dealer selected by the LLC in consultation with the Bank.

"LLC Early Redemption Event" means (i) a Capital Event, (ii) a Tax Event with respect to the LLC or (iii) an Investment Company Event with respect to the LLC.

"Capital Event" means the determination by the Bank that the Partnership Interests may not be included in the Lower Tier Two Capital for purposes of the capital requirements of the German Banking Act (Kreditwesengesetz) (the "KWG") or the rules of the Committee on Banking Supervision at the Bank for International Settlements, Basle, Switzerland.

"Tax Event" means the receipt by the Bank of an opinion of a nationally recognized law firm or other nationally recognized tax adviser in any Relevant Jurisdiction, 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 treaties (or any regulations promulgated thereunder) of the Relevant Jurisdiction or any political subdivision or authority therein or thereof having the power to tax, (ii) 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) (an "Administrative Action") or (iii) any amendment to, clarification of, or change in the official position or the interpretation of any Administrative Action or any interpretation or pronouncement that provides for a position with respect to any Administrative Action that differs from the theretofore generally accepted position, in each case, by any legislative body, court, governmental authority or regulatory body,

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irrespective of the manner in which such amendment, clarification or change is made known, which amendment, clarification, change or Administrative Action is effective, or which interpretation, pronouncement or decision is announced, on or after the date of the original execution of the Silent Partnership Agreement and the Trust Certificates, there is more than an insubstantial risk (i) with respect to the Trust or the LLC, that either the Trust or the LLC, as the case may be, is or will be subject to more than a de minimis amount of taxes, duties or other governmental charges or (ii) with respect to the LLC, that the Trust, the LLC, the Bank, acting through the Branch, or the issuer of any Eligible Intercompany Investments, as the case may be, would be required to pay any Additional Amounts pursuant to the Trust Certificates, the Partnership Interests or this Subordinated Note, respectively.

"Investment Company 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 Trust or the LLC is or will be considered an "investment company" required to be registered under the 1940 Act.

(c) Prior to the Maturity Date, the Borrower shall have the right to redeem this Subordinated Note in whole or in part on March 31, 2031 (the "First Call Date"), and thereafter on any Interest Payment Date (such date, together with the First Call Date, the "Call Date") with no less than 30 and no more than 60 days' prior written notice. Upon such a redemption, the Redemption Price for this Subordinated Note will equal 100% of the principal amount of this Subordinated Note, plus accrued and unpaid interest to the Call Date (and from and after such date on any overdue amount).

4. As provided in the Waiver and Improvement Agreement, subject to Section 5 of the Waiver and Improvement Agreement, upon receipt by the Borrower of notice of the occurrence of a Shift Event from the LLC, the LLC shall be deemed to have waived its right to (i) interest otherwise due and payable on each Interest Payment Date occurring during the Shift Period commenced thereby and (ii) principal and all other payments under this Subordinated Note for the duration of such Shift Period and the Borrower shall not be obligated, whether upon the cessation of such Shift Period or otherwise, to make any payments in respect of any such interest, principal or other obligations under this Subordinated Note and the Borrower's obligations to pay interest and principal will be reinstated only to the extent set forth in the Waiver and Improvement Agreement.

As provided in the Waiver and Improvement Agreement, a "Shift Event" will be deemed to have occurred if (i) the Bank is declared insolvent or overindebted and insolvency proceedings are to be commenced; or (ii) the BaFin either (A) exercises its extraordinary supervisory powers pursuant to the provisions of Section 45 et seq. of the KWG or (B) announces its intention to take such measures.

As provided in the Waiver and Improvement Agreement, a "Shift Period" means any period commencing on the occurrence of any Shift Event and ending upon the date immediately preceding the first date upon which no Shift Event exists.

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5. (a) As provided in the Waiver and Improvement Agreement, at all times during a Shift Period, if the Bank makes or declares dividends, other distributions or any other payments in respect of its Ordinary Securities or makes any other payments, or provides funds to a subsidiary, in respect of any Parity Securities, then interest payments in full must be paid on this Subordinated Note for the following periods (each, a "Corresponding Period"):

(y) the two consecutive Interest Payment Dates contemporaneous with or following the date on which the Bank redeems, repurchases or otherwise acquires or defeases or otherwise terminates its obligations in respect of any Ordinary Securities or any Parity Securities or provides funds to any subsidiary in respect of the redemption, repurchase or acquisition by such subsidiary of any Ordinary Securities or Parity Securities or the defeasance or other termination of the obligations of the issuer thereof in respect of any Ordinary Securities or Parity Securities other than:

in connection with transactions effected by or for the account of customers of the Bank or its subsidiaries or in connection with the distribution, trading or market-making in respect of such securities based on an authorization by the Bank's shareholders referred to in Section 71 (1) No. 7 of the German Stock Corporation Act;

in connection with the satisfaction by the Bank or any of its subsidiaries of its obligations under any employee benefit plans or similar arrangements, with or for the benefit of any employees, officers, directors or consultants of the Bank or any of its subsidiaries;

as a result of a reclassification of the capital stock of the Bank or any of its subsidiaries or the exchange or conversion of one class or series of such capital stock for another class or series of such capital stock;

the purchase of fractional interests in shares of the capital stock of the Bank or any of its subsidiaries pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged;

a repurchase pursuant to Section 71(1) No. 3 of the German Stock Corporation Act resulting from an obligation of the Bank to offer its shares to shareholders of a company that has entered into a domination or profit-and-loss-pooling agreement with, or has been integrated (Eingliederung) into, the Bank in exchange for the shares of that company, or in connection with an obligation of the Bank to purchase its shares from shareholders that have dissented to a split-up (Aufspaltung), spin-off (Abspaltung) or change of the legal form (Umwandlung) of the Bank;

as a result of a merger or other succession involving less than 1% of any class of Ordinary Securities or Parity Securities and that transaction is not entered into for the purpose of, directly or indirectly, acquiring any Ordinary Securities or Parity Securities; or

the satisfaction of an obligation on a regularly scheduled maturity date which is required by the terms of the applicable governing instrument; and

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(z) the two consecutive Interest Payment Dates contemporaneous with or following the date on which the Bank or any subsidiary pays dividends or makes other distributions or payments on any Ordinary Securities or any Parity Securities.

As provided in the Waiver and Improvement Agreement, as used herein, "Ordinary Securities" means the Ordinary Shares and any other securities ranking junior to the Bank Parity Securities and "Parity Securities" means Bank Parity Securities and Subsidiary Parity Linked Securities. For purposes of the foregoing definitions, "Ordinary Shares" means the Bank's common shares and other voting and non-voting shares (Stammaktienand Vorzugsaktien); "Bank Parity Securities" means any silent partnership agreement or any other instrument of the Bank that has rights to payment that are expressly or legally subordinated to all creditors of the Bank (including holders of Genußscheine) but that are senior to the rights of the Ordinary Securities of the Bank and that would qualify as consolidated tier one capital of the Bank for purposes of the capital requirements of the KWG or the rules of the Committee on Banking Supervision at the Bank for International Settlements, Basle, Switzerland ("Tier One Capital") (or would have so qualified except for the provisions of German law relating to regulatory capital requirements, pursuant to which Tier One Capital treatment of such instrument is lost a period of time prior to maturity). "Subsidiary Parity Linked Securities" means any silent partnership agreement or any other instrument of any subsidiary of the Bank that has rights to payment that are (i) expressly or legally subordinated to all creditors of such subsidiary (including holders of Genußscheine) and (ii) linked to the Bank through any mechanism that expressly (through one or more agreements) makes such payments subordinated to all creditors of the Bank (other than creditors subject to similar agreements) but senior to the Bank's Ordinary Securities at all times or under circumstances similar to a Shift Event or other failure to comply with regulatory capital requirements and that would qualify as Tier One Capital (or would have so qualified except for the provisions of German law relating to regulatory capital requirements, pursuant to which Tier One Capital treatment of such instrument is lost a period of time prior to maturity). "Junior Securities" means Parity Securities and Ordinary Securities.

(b) In the event during a Shift Period of any commencement of liquidation proceedings in respect of the LLC in connection with the commencement of liquidation proceedings in respect of the Bank, the waiver set forth above shall not apply to the payment of principal on this Subordinated Note and therefore, upon reinstatement of the maturity of the Subordinated Note pursuant to the terms hereof, the full aggregate principal amount of this Subordinated Note shall become due and payable.

(c) If a Shift Period has ceased to exist, pursuant to the Waiver and Improvement Agreement, the waiver thereunder shall terminate and all rights of the LLC and all obligations of the Bank, acting through the Branch, in respect of this Subordinated Note will be reinstated (i) in respect of interest payments, as of the first day following the last Interest Payment Date during such Shift Period and (ii) in respect of other obligations, from and after cessation of the Shift Period. Any interest not payable in respect of this Subordinated Note during the time a Shift Period was continuing is not cumulative and therefore shall not be paid following the end of the Shift Period.

(d) Notwithstanding any other provisions of this Subordinated Note, the waiver set forth above shall not in any event apply to any interest or other payments due on this

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Subordinated Note as to which the Borrower has defaulted before a Shift Event has commenced.

6. (a) This Subordinated Note shall constitute an unsecured obligation of the Borrower, and shall be subordinate and junior in right of payment to all Other Obligations. No payment of principal (including prepayments), or interest on this Subordinated Note may be made, unless otherwise determined by the Bank (provided that the Bank may not make such determination in the event of insolvency proceedings involving the assets of the Bank or of the liquidation of the Bank), at any time when (i) any Other Obligations are not paid when due, (ii) any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, (iii) the maturity of any Other Obligations has been accelerated because of a default, or (iv) the Superintendent of Banks of the State of New York (the "Superintendent") takes possession of the business and property of the Branch and any Other Obligations of the Bank acting through the Branch remain unsatisfied.

"Other Obligations" means all other unsubordinated liabilities of the Bank(including liabilities of the Bank acting through the Branch), but excluding any Junior Securities and any indebtedness that by its terms is subordinated to or ranks pari passu with this Subordinated Note (including the rights of holders of Genußscheine and the rights of the holders of instruments qualifying as Lower Tier Two Capital) and other instruments of the Bank payments on which would, during a Shift Period, require the Bank, acting through the Branch, to make any payments in respect of this Subordinated Note. Each holder of this Subordinated Note, by its acceptance hereof, waives notice of the acceptance of such subordination provisions by the holders of such Other Obligations, whether now outstanding or hereafter incurred, and waives reliance by each holder of such Other Obligations upon such provisions.

(b) The right to set off claims for payment under this Subordinated Note against claims of the Bank shall be excluded. No contractual credit support or security is or will be provided for the obligations of the Bank under this Subordinated Note; any such contractual credit support or security that may have been provided in the past or will be provided in the future by the Bank or any third party shall not secure the claims under this Subordinated Note.

The subordination set forth in Section 6(c) cannot be restricted and, except as set forth in Section 3 and the two following sentences, the term of this Subordinated Note set forth in Section 1 and the terms of notice of redemption or repayment set forth in Section 3 cannot be shortened. Amounts received upon a repurchase of this Subordinated Note prior to the Maturity Date or upon any redemption or repayments pursuant to Sections 3(a) or 3(b) (to the extent a Tax Event has occurred which would require the Bank acting through the Branch to pay Additional Amounts pursuant to this Subordinated Note), must be, notwithstanding any agreements to the contrary, refunded to the Bank, unless the capital (Kapital in the meaning of Section 10 (5a) of the German Banking Act) created by this Subordinated Note has been replaced by other liable capital (haftendes Eigenkapital) of at least equal ranking under the German Banking Act or the BaFin has authorized the repurchase, redemption or repayment. Amounts recovered upon any redemption or repayment pursuant to Section 3(b) (to the extent not covered by the preceding sentence) or Section 3(c), must be, notwithstanding any agreement to the

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contrary, refunded to the Bank, unless the German Banking Supervisory Authority has authorized the redemption or repayment.

(c) Upon any distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Bank, all Other Obligations must be paid in full before the holder of this Subordinated Note are entitled to receive or retain any payment in respect thereof; and upon any such dissolution or winding-up or liquidation or reorganization or assignment, any payment by the Bank, or distribution of assets of the Bank of any kind or character, whether in cash, property or securities, to which the holder of this Subordinated Note would be entitled to receive from the Bank, except for the provisions of this Section 6, shall be paid by the Bank or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the holder of this Subordinated Note if received by it, directly to the holders of Other Obligations of the Bank (pro rata to such holders on the basis of the respective amounts of Other Obligations held by such holders, as calculated by the Bank) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Other Obligations may have been issued, as their respective interests may appear, to the extent necessary to pay all such Other Obligations in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Other Obligations, before any payment or distribution is made to the holder of this Subordinated Note.

For purposes of this Section 6, the words "cash, property or securities" shall not be deemed to include shares of stock of the Bank as reorganized or readjusted, or securities of the Bank or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section with respect to this Subordinated Note to the payment of Other Obligations that may at the time be outstanding, provided that (i) such Other Obligations are assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Other Obligations are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Bank with, or the merger of the Bank into, another person or the liquidation or dissolution of the Bank following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another person shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Section 8.

(d) In order to implement the subordination set forth in this Section 6, the holder of this Subordinated Note by its acceptance hereof will be deemed to have agreed that, should the Superintendent take possession or be in possession of the business and property of the Branch at a time of insolvency or liquidation with respect to the Bank, then the Superintendent will apply any amounts that would be due to such holder in the absence of the subordination provisions set forth above (1) first, to the payment in full of all Other Obligations of the Bank acting through the Branch and to the payment in full of any other claim accorded priority under any U.S. federal or New York state law which is then due and payable, the priorities to be ascribed among such claims to be determined in accordance with such laws, and (2) thereafter shall pay any amount remaining to any

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receiver, trustee in bankruptcy, liquidating trustee or agent appointed with respect to the Bank or its assets, or other persons making such payment or distribution for application in accordance with Section 6(c).

The holder of this Subordinated Note will also be deemed to have agreed by its acceptance hereof that, should the Superintendent take possession of the business and property of the Branch at any time when there is no insolvency or liquidation with respect to the Bank, the Superintendent shall be authorized to and shall apply the assets of the Branch (1) first, to payment in full of all deposit liabilities and other liabilities of the Branch (other than this Subordinated Note and other liabilities of the Branch which are subordinated within the meaning of Section 10 of the German Banking Act) and to the payment in full of any other claim accorded priority under any U.S. federal or New York state law which is then due and payable, the priorities to be ascribed among such claims to be determined in accordance with such laws, (2) second, to the payment, equally and ratably, of any amounts then due and owing under this Subordinated Note and all obligations of the Branch ranking pari passu in right of payment with this Subordinated Note and (3) thereafter, to pay any amount remaining to the Bank.

If the Superintendent takes possession of the business and property of the Branch under the circumstances described in the preceding sentence prior to the Maturity Date, however, the holder of this Subordinated Note by its acceptance hereof will be deemed to have irrevocably waived any right to payment of any funds otherwise available for payment under and in accordance with the terms of this Subordinated Note until the Maturity Date. Moreover, if either insolvency or liquidation with respect to the Bank is commenced after the Superintendent takes possession of the business and property of the Branch and prior to the Maturity Date, then any funds available for payment of this Subordinated Note on the Maturity Date in accordance with the preceding sentence shall instead be paid to any receiver, trustee in bankruptcy, liquidating trustee or agent appointed with respect to the Bank or its assets, or other person making such payment or distribution with respect to the Bank or its assets for application as provided above. The holder of this Subordinated Note will also be deemed to have agreed by its acceptance hereof irrevocably to have waived its rights as an accepted claims creditor under Section 606.4 of the Banking Law of the State of New York, as amended, and to any preferences to which it may become entitled under Section 4(j) of the International Banking Act of 1978 and under any other similar law hereinafter enacted, to the extent necessary to effectuate such subordination.

(e) Subject to the payment in full of all Other Obligations, the rights of the holder of this Subordinated Note shall be subrogated to the rights of the holders of such Other Obligations to receive payments or distributions of cash, property or securities of the Bank, as the case may be, applicable to such Other Obligations until the principal of and interest and any other amounts payable on this Subordinated Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Other Obligations of any cash, property or securities to which the holder of this Subordinated Note would be entitled except for the provisions of this Section 6, and no payment pursuant to the provisions of this Section 6 to or for the benefit of the holders of such Other Obligations by the holder of this Subordinated Note, shall, as between the Bank, its creditors other than holders of Other Obligations of the Bank, and the holder of this Subordinated Note, be deemed to be a payment by the Bank to or on account of such Other Obligations. It is understood that the provisions of this Section 6 are and are

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intended solely for the purposes of defining the relative rights of the holder of this Subordinated Note, on the one hand, and the holders of such Other Obligations on the other hand.

Nothing contained in this Section 6 or elsewhere in this Subordinated Note is intended to or shall impair, as between the Bank, its creditors other than the holders of Other Obligations, and the holder of this Subordinated Note, the obligation of the Bank, which is absolute and unconditional, to pay to the holder of this Subordinated Note the principal of and interest on this Subordinated Note as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the holder of this Subordinated Note and creditors of the Bank, as the case may be, other than the holders of Other Obligations, as the case may be, nor shall anything herein or therein prevent the holder of this Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Note, subject to the rights, if any, under this Section 6 of the holders of such Other Obligations in respect of cash, property or securities of the Bank, as the case may be, received upon the exercise of any such remedy.

(f) The Bank shall give prompt written notice to the LLC of any fact known to the Bank that would prohibit the making of any payment of monies to or by the LLC pursuant to the provisions of this Section 6.

Upon any payment or distribution of assets of the Bank referred to in this Section 6, the holder of this Subordinated Note shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the LLC, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Other Obligations and other indebtedness of the Bank, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 6.

(g) No right of any present or future holder of any Other Obligations to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Bank or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Bank with the terms, provisions and covenants of this Subordinated Note, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

Without in any way limiting the generality of this Section 6(g), the holders of Other Obligations may, at any time and from time to time, without the consent of or notice to the LLC, without incurring responsibility to the LLC and without impairing or releasing the subordination provided in this Section 6 or the obligations hereunder of the LLC to the holders of Other Obligations, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Other Obligations, or otherwise amend or supplement in any manner such Other Obligations or any instrument evidencing the same or any agreement under which such Other Obligations is outstanding; (ii) sell, exchange, release or otherwise deal with any

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property pledged, mortgaged or otherwise securing such Other Obligations; (iii) release any person liable in any manner for the collection of such Other Obligations; and (iv) exercise or refrain from exercising any rights against the LLC and any other person.

7. The Bank and the LLC acknowledge that the holders of Partnership Interests and the Trust Certificates are entitled, in the circumstances and subject to the limitations set forth in the Charter and the Declaration, to directly institute legal proceedings against the Borrower under this Subordinated Note.

8. So long as any amount under this Subordinated Note shall remain unpaid, the Bank shall not consolidate with, or merge into, any person or convey or transfer its properties and assets as an entirety to any person unless the successor entity shall expressly assume the obligations of the Borrower under this Subordinated Note if such assumption does not otherwise occur by operation of law.

9. Upon a liquidation of the Branch, the Bank, in accordance with Germanlaw, remains fully responsible for all obligations of the Borrower hereunder.

10. This Subordinated Note may be modified or amended only by the written agreement of the Borrower and the LLC; provided, however, that no such modification or amendment shall be effective for so long as any Partnership Interests are outstanding unless the holders of two-thirds of the Partnership Interests by Liquidation Preference voting as a class consent to the terms of such modification or amendment unless (i) the proposed modification or amendment would not materially and adversely affect any of the rights, preferences, powers or privileges of the LLC hereunder, (ii) the LLC has received a letter from each Rating Agency then rating the Partnership Interests or the Trust Certificates, as the case may be, to the effect that such modification or amendment will not result in a downgrading of its respective rating then assigned to the Partnership Interests or the Trust Certificates, as the case may be, and (iii) a majority of the Independent Directors have consented to such modification or amendment.

11. THIS SUBORDINATED NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

12. The Bank hereby submits to the non-exclusive jurisdiction of (a) any Federal District Court sitting in the County of New York, State of New York and (b) any state court sitting in the County of New York, State of New York, and the Bank hereby irrevocably agrees that, at such time, all claims in respect of such action or proceeding may be heard and determined in such Federal District Court sitting in the County of New York, State of New York or state court sitting in the County of New York, State of New York. The Bank hereby agrees to irrevocably waive, at such time, to the fullest extent it may effectively do so, the defense of inconvenient forum to the maintenance of such action or proceeding. The Bank and the LLC hereby acknowledge that, for purposes of this Subordinated Note, the Superintendent of Banks for the State of New York shall act as the agent of the Bank to receive on its behalf service of all process brought against the Bank with respect to any proceeding, any such service being hereby acknowledged by the Bank to be effective and binding service on it in every respect whether or not the Bank shall then be doing business in the State of New York. A copy of such process so served

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shall, if permitted by law, be sent by registered mail to the Bank and delivered to it at its address as provided to the LLC. If such agent shall cease to act as such, the Bank covenants that it shall appoint without delay another such agent satisfactory to the LLC. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right to institute proceedings against the Bank in the courts of any other jurisdiction or jurisdictions.

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Schedule 2Form of Amended and Restated Silent Partnership Agreement

Execution Copy

Amended and Restated Silent Partnership Agreement, dated as of February 25, 2010, amending and restating the Silent Partnership Agreement providing for 150,000 Partnership Interests (stille Gesellschaften) each providing for a Partnership Capital Contribution of ¥100,000 with a Total Partnership Interest Capital Contribution of ¥15,000,000,000 dated March 29, 2001 between Dresdner Capital LLC IV, a limited liability company formed under the laws of the State of Delaware (the "LLC") and The Bank of New York Mellon, formerly known as The Bank of New York (“The Bank of New York Mellon”), a New York banking corporation, acting not in its individual capacity but solely as property trustee on behalf of Dresdner Funding Trust IV (the "Property Trustee", which definition shall include any duly appointed successor of The Bank of New York Mellon as Property Trustee of Dresdner Funding Trust IV), a statutory business trust created under the laws of the State of Delaware (the "Trust").

Whereas:

(A) On March 29, 2001 the LLC entered into, with the Property Trustee on behalf of the Trust, a partnership agreement providing for 150,000 silent partnership interests;

(B) On March 29, 2001 the Trust issued 150,000 dated silent partnership certificates, each having a stated liquidation amount of ¥100,000 (the "Certificates") and each representing a beneficial interest in one silent partnership interest, and the Trust passes through to the holders of the Certificates all rights, including payments received, in respect of the silent partnership interests created by this Silent Partnership Agreement (the "Agreement");

(C) The LLC initially used the proceeds from the silent partnership contributions and the issuance of its common securities to purchase from Dresdner Bank AG (the "Bank"), New York branch (the "Branch"), a subordinated note (the "Subordinated Note") in the principal amount of ¥15,015,000,000 issued by the Bank, acting through the Branch, that matures on March 31, 2033, subject to extension as described in the provisions of the Subordinated Note. The rights of the LLC under theSubordinated Note are subject to a waiver and improvement agreement ,dated March 29, 2001, between the Bank, acting through the Branch, and the LLC (the "Waiver and Improvement Agreement"), providing, inter alia, for the waiver by the LLC under certain circumstances of the right to receive payment of principal and interest under the Subordinated Note and the reinstatement of such obligations under certain circumstances, as further described in the Waiver and Improvement Agreement; and

(D) On the date of this Amended and Restated Silent Partnership Agreement, the LLC and the Property Trustee as Holder of 100% in Liquidation Preference of the outstanding Partnership Interests intend to agree to amend certain terms of the Silent Partnership Agreement; and

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(E) On the date of this Amended and Restated Silent Partnership Agreement, the LLC and the Bank, acting through the Branch, with the consent of the Property Trustee as Holder of 100% in Liquidation Preference of the outstanding Partnership Interests, agree to amend certain terms of (i) the Subordinated Note and (ii) the Waiver and Improvement Agreement.

(F) By resolution, the Board of Directors of the LLC approved and adopted this Amended and Restated Silent Partnership Agreement.

(G) The funds contributed to the LLC as silent partnership capital contributions are intended to be recognised as consolidated lower tier two capital (subordinated liabilities in the meaning of Section 10(5a) of the KWG (as defined below)(längerfristige nachrangige Verbindlichkeiten)) of the Bank together with its subsidiaries for purposes of calculating compliance with regulatory capital requirements (such subsidiaries and the Bank together the "Group") under the relevant bank regulatory provisions applicable in Germany and under the international bank capital standards promulgated by the Committee on Banking Supervision at the Bank for International Settlements ("Lower Tier Two Capital").

The parties hereby agree as follows:

1. The Partnership Interests

(1) This silent partnership agreement creates 150,000 dated silent partnerships (stille Gesellschaften) (each a "Partnership Interest" and together the "Partnership Interests") between the LLC and the Trust acting on behalf of the investors in the Certificates.

(2) Each Partnership Interest represents a silent partnership participation in the business of the LLC.

(3) The rights under the Partnership Interests rank pari passu among themselves.

(4) Following a transfer of Partnership Interests under Section 12, the rights of the transferee in respect of the Partnership Interests transferred will be evidenced by a transfer certificate substantially in the form attached hereto as Annex A.

2. The Partnership Interest Capital Contributions

(1) The Trust shall make a capital contribution (each a "Partnership Interest Capital Contribution") in the amount of ¥100,000 in respect of each Partnership Interest (the "Initial Nominal Value"). Each Partnership Interest shall have a liquidation preference of ¥100,000 (the "Liquidation Preference").

(2) The Partnership Interest Capital Contribution for each Partnership Interest is payable in full to the LLC upon the closing of the offering and sale of the Certificates.

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3. Profit Participation; Distributions

(1) The holders of the Partnership Interests shall participate in the profits of the LLC's business in accordance with the following provisions:

(a) the LLC shall prepare a Semi-Annual Income Statement for each Fiscal Semi-Annual Period at the end of such Fiscal Semi-Annual Period in order to make Distributions;

(b) if the Semi-Annual Income Statement shows an Available Distributable Profit for the relevant Fiscal Semi-Annual Period, the Silent Partnership Interests shall participate in such Available Distributable Profit by receiving Distributions up to the Maximum Amount. The Available Distributable Profit shall first be applied towards making Distributions and thereafter towards the payments of dividends in respect of the LLC Common Securities or creating reserves. The board of directors of the LLC shall declare (or, if it fails to do so, shall be deemed to have declared), and the LLC shall make, Distributions in respect of such Fiscal Semi-Annual Period on the Distribution Payment Date for such Fiscal Semi-Annual Period if and to the extent the holders of Partnership Interests are entitled to such Distributions in accordance with the provisions of this Agreement. If the Available Distributable Profit is sufficient to make Distributions in the Maximum Amount, the LLC shall make Distributions in the Maximum Amount;

(c) no dividends shall be paid on the LLC Common Securities in respect of any Fiscal Semi-Annual Period unless Distributions at the Maximum Amount have been made in respect of such Fiscal Semi-Annual Period;

(d) if a Semi-Annual Income Statement does not show an Available Distributable Profit for the relevant Fiscal Semi-Annual Period, no Distributions will be made in respect of such Fiscal Semi-Annual Period;

(e) Distributions which have not been declared or deemed to be declared shall be missed, shall not accumulate and will not be made from Available Distributable Profits attributable to any future Fiscal Semi-Annual Period;

(f) if the Available Distributable Profit is not sufficient to make Distributions at the Maximum Amount for any Fiscal Semi-Annual Period, Distributions will be made pro rata among the Partnership Interests;

(g) notwithstanding the foregoing paragraphs (a) - (f), no Distributions will be declared or deemed to be declared if and for so long as the Current Nominal Value (asdefined in Section 4(3)(a) below) of the Partnership Interests is less than the Liquidation Preference as a result of the notional allocation of an Accumulated Deficit (as defined in Section 4(3)(b) below) to the Partnership Interests, unless the Available Distributable Profit for the relevant Fiscal Semi-Annual Period results from interest payments by the Bank, acting through the Branch, in respect of the Subordinated Note during a Shift Period, pursuant to Section 5 of the Waiver and Improvement Agreement; and

(h) notwithstanding any provision of this Agreement to the contrary, the LLC shall not make Distributions to the extent such Distributions would violate applicable law.

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(2) Certain definitions first used in this Section 3:

(a) "Available Distributable Profit" for a particular Fiscal Semi-Annual Period means the Profit of the LLC with respect to such Fiscal Semi-Annual Period;

(b) "Business Day" means any day that is both (i) a Target business day and (ii) a day other than a Saturday, Sunday or a day on which banking institutions in the City of New York and Tokyo or, so long as any Certificates are listed on the Luxembourg Stock Exchange, banking institutions in Luxembourg are authorized or required by law or executive order to remain closed;

(c) "Distribution Payment Date" means, with respect to the first Fiscal Semi-Annual Period, March 31 and, with respect to the second Fiscal Semi-Annual Period, September 30. If a Distribution Payment Date falls on a day that is not a Business Day, the payment shall be made on the next succeeding Business Day without adjustment, interest or further payment as a result of the delay. The first Distribution Payment Date shall be September 30, 2001;

(d) "Distribution Period" means the period from and including the date the capital contributions in respect of the Partnership Interests are paid to the LLC to and excluding the first Distribution Payment Date, and each period thereafter from and including the immediately preceding Distribution Payment Date to and excluding the Distribution Payment Date next following the beginning of such Distribution Period;

(e) "Distributions" means periodic payments in satisfaction of the profit participation of the holders of Partnership Interests;

(f) "Fiscal Semi-Annual Period" means the six-month period commencing on the first day of the fiscal year of the LLC and each six-month period thereafter commencing on the day immediately following the last day of the preceding six-month period;

(g) "Maximum Amount" means an amount equal to 3.5% p.a. on the Initial Nominal Value of each of the Partnership Interests to be made in respect of a Distribution Period plus any Additional Amounts (as defined in Section 9) in respect thereof. Distributions in respect of Distribution Periods of less than one year will be calculated on the basis of 360 days per year and 30 days per each month;

(h) "Profit" of the LLC with respect to any Fiscal Semi-Annual Period means the profit earned in such Fiscal Semi-Annual Period as shown in the relevant Semi-AnnualIncome Statement;

(i) "Semi-Annual Income Statement" means the unaudited income statement of the LLC covering a Fiscal Semi-Annual Period and prepared in accordance with U.S. GAAP;

(j) "Shift Period", "Shift Event", "Ordinary Shares", "Parity Securities" and "Junior Securities" have the meanings defined in the Waiver and Improvement Agreement, as amended;

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(k) "LLC Common Securities" means the common limited liability company interests of the LLC acquired by the Bank, acting through the Branch: and

(l) "U.S. GAAP" means accounting principles generally accepted in the United States.

4. Loss Participation; Reduction of the Initial Nominal Value of Partnership Interests

(1) If a Semi-Annual Balance Sheet shows an Accumulated Deficit in respect of a Fiscal Semi-Annual Period, such Accumulated Deficit will be allocated on a notional basis first to the Paid Additional Capital of the LLC Common Securities until such Paid Additional Capital is exhausted and then pro rata among the LLC Common Securities and the Partnership Interests in proportion to the Initial Nominal Value of the Partnership Interests and the nominal value of the LLC Common Securities. Such allocation of Accumulated Deficit will be made solely on a notional basis for purposes of allocating losses among the Partnership Interests and the LLC Common Securities and, accordingly, will not result in the actual write down of the nominal value of either the Partnership Interests or the LLC Common Securities.

(2) If subsequent to any allocation of an Accumulated Deficit as provided in Section 4(1) a Semi-Annual Income Statement shows an Available Distributable Profit in respect of the relevant Fiscal Semi-Annual Period, such Available Distributable Profit shall be used, except as provided in Section 3(1)(g), (a) first to reduce the Accumulated Deficit down to zero and to reverse the notional allocations made in accordance with Section 4(1) in the reverse of the order in which they were made and (b) then for the payment of Distributions in respect of such Fiscal Semi-Annual Period until such Distributions have been made up to the Maximum Amount.

(3) Certain definitions first used in this Section 4:

(a) "Accumulated Deficit" means any deficit in excess of retained earnings accumulated in periods having commenced after the Partnership Interest Capital Contributions have been received by the LLC, as shown in the Semi-Annual Balance Sheet of the LLC for the relevant Fiscal Semi-Annual Period.

(b) "Current Nominal Value" means the notional current nominal value of the Partnership Interests that will initially equal the Initial Nominal Value and that will thereafter be reduced on a notional basis to reflect the allocation of any Accumulated Deficit and the reversal thereof.

(c) "Paid Additional Capital" means the capital paid to the LLC upon the issuance of the LLC Common Securities in excess of the nominal value of the LLC Common Securities.

(d) "Semi-Annual Balance Sheet" means the unaudited unconsolidated balance sheet of the LLC covering a Fiscal Semi-Annual Period and prepared in accordance with U.S. GAAP.

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5. Maturity; Repayment

(1) The term of the Partnership Interests ends on March 31, 2033 (the "Scheduled Partnership Interest Maturity Date").

(2) If the Scheduled Partnership Maturity Date occurs during a Shift Period, the maturity of the Partnership Interests will be extended to the earlier of (i) the date liquidation proceedings are commenced in respect of the LLC in connection with the commencement of liquidation proceedings in respect of the Bank and (ii) the date immediately following the last day of the Shift Period (such earlier date the "Extended Maturity Date" and together with the Scheduled Partnership Maturity Date the "Partnership Interest Maturity Date"). If a Partnership Interest Maturity Date falls on a day that is not a Business Day, the applicable payment will be made on the next Business Day without adjustment, interest or further payment as a result of the delay.

(3) Upon maturity, the Partnership Capital Contributions shall be repaid at the then Current Nominal Value of the Partnership Interests, plus accrued and unpaid Distributions for the then current Distribution Period, except where an Extended Maturity Date occurs during the liquidation of the Bank in which case the holders of Partnership Interests shall receive the amounts to which they are entitled in connection with the related liquidation of the LLC in accordance with Section 6 below.

(4) Partnership Capital Contributions which have become due for repayment, but are not paid on the Partnership Interest Maturity Date, shall (except as otherwise provided for in the second sentence of Section 3(2)(d)) bear interest from the Partnership Interest Maturity Date (inclusive) until the date of payment (exclusive) at 3.5% p.a.

6. Liquidation of the LLC

(1) In the event of any liquidation of the LLC the holders of Partnership Interests will be entitled to receive out of the assets of the LLC available for distribution, after satisfaction of any claims of any unsubordinated creditors (whether by payment or the making of reasonable provision for payment thereof), if any, and before satisfaction of any claims of any Junior Securities, if any, and any indebtedness that by its terms is subordinated to the Partnership Interests, if any, and any distribution of assets to the holders of the LLC Common Securities, an amount per Partnership Interest equal to the sum of (i) the Liquidation Preference (notwithstanding any prior notional, reduction of the Initial Nominal Value to the Current Nominal Value) and (ii) any unpaid Distributions at the Maximum Amount in respect of each Partnership Interest for the then current Distribution Period (together the "Liquidation Distribution"). In the event that the Liquidation Distribution cannot be made in full because the LLC does not have sufficient funds to do so, the funds available for distribution will be distributed on a pro rata basis among the Partnership Interests.

(2) The holders of Partnership Interests are not entitled to receive any liquidation surplus of the LLC.

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7. Call Provisions

(1) Prior to the Partnership Interest Maturity Date and except during a Shift Period the Partnership Interests may be called for early redemption, in part or in full, by the LLC on March 31, 2031 (the "First Call Date"), and thereafter on any Distribution Payment Date (such date, together with the First Call Date, the "Call Date") for an amount per Partnership Interest equal to the Current Nominal Value plus any unpaid Distributions for the then current Distribution Period (i) with the prior consent of the German Federal Financial Markets Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht– "BaFin") and (ii) upon no less than 30 and no more than 60 days' written notice to holders of Partnership Interests prior to the Call Date.

(2) The LLC may not call any Partnership Interests prior to the Partnership Interest Maturity Date unless the Current Nominal Value of each Partnership Interest is equal to the Liquidation Preference.

(3) Unless the LLC defaults in payment of the call price, on and after the Call Date Distributions will cease to accrue on the Partnership Interests, or portions thereof, called for redemption.

(4) In the event that fewer than all of the outstanding Partnership Interests are to be called, the number of Partnership Interests to be called shall be determined by the board of directors of the LLC, and the Partnership Interests to be called shall be determined by lot or pro rata as may be determined by the board of directors in its equitable discretion. The method for determining the Partnership Interests to be called, in whole or in part, must satisfy any applicable requirements of any securities exchange or automated quotation system on which the Certificates may then be listed or quoted and, if any of the Certificates are then held in a clearing system, any applicable requirements of such clearing system. The LLC shall promptly give notice, in writing to the registrar and transfer agent in respect of the Certificates, of the Partnership Interests to be called and, in the event less than all of the Partnership Interests are to be called, the aggregate Liquidation Preference of the Partnership Interests to be called.

(5) If full Distributions on any Partnership Interest are unpaid, (i) no Partnership Interests shall be redeemed unless all outstanding Partnership Interests are redeemed and (ii) the LLC shall not purchase or otherwise acquire any Partnership Interests or Certificates, provided, however, that the LLC may purchase or acquire Partnership Interests or Certificates pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Partnership Interests or Certificates.

8. Early Redemption

(1) Prior to the First Call Date and except during a Shift Period, the Partnership Interests may be redeemed in full, and not in part, by the LLC upon the occurrence of an LLC Early Redemption Event at the Early Redemption Amount (i) with the prior consent of the FBSA and (ii) upon no less than 30 and no more than 60 days' written notice to the holders of Partnership Interests prior to the date of such redemption (such date of redemption being the "Early Redemption Date").

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(2) The LLC may not redeem the Partnership Interests prior to the First Call Date as a result of an LLC Early Redemption Event unless the Current Nominal Value of each Partnership Interest is equal to the Liquidation Preference.

(3) Unless the LLC defaults in payment of the redemption price, on and after the Early Redemption Date, Distributions will cease to accrue on the Partnership Interests called for redemption.

(4) Certain definitions first used in this Section 8:

(a) "Capital Event" means the determination by the Bank that the Partnership Interest Capital Contributions may not be included in the consolidated Lower Tier Two Capital for purposes of the Kreditwesengesetz (German Banking Act - "KWG") or the rules of the Committee on Banking Supervision at the Bank for International Settlements, Basle, Switzerland.

(b) "Early Redemption Amount" means the greater of (i) the Current Nominal Value plus any unpaid Distributions for the then current Distribution Period, based on the Available Distributable Profit for the period ending on the Early Redemption Date determined on the basis of an income statement for the LLC covering such period, and (ii) the Make Whole Amount.

(c) "Investment Company Event" means that the Bank will have requested and received an opinion of a nationally recognized United States law firm, experienced in such matters, to the effect that there is more than an insubstantial risk that the LLC is or will be considered an "investment company" within the meaning of the U.S. Investment Company Act of 1940, as amended.

(d) "LLC Early Redemption Event" means (i) a Tax Event with respect to the LLC, or (ii) an Investment Company Event with respect to the LLC or (iii) a Capital Event.

(e) "Make Whole Amount" means the amount defined in Section 3(b)(ii) of the provisions of the Subordinated Note.

(f) "Relevant Jurisdiction" means the Federal Republic of Germany, the United States or, if different, the jurisdiction of residence of any obligor on the Partnership Interests, the Subordinated Note or any Eligible Intercompany Investment.

(g) "Tax Event" means receipt by the Bank of an opinion of a nationally recognized law firm or other nationally recognized tax adviser in the Relevant Jurisdiction, 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 treaties (or any regulation promulgated thereunder) of the Relevant Jurisdiction or any political subdivision or authority therein or thereof having power to tax, (ii) 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) (an "Administrative Action") or (iii) any amendment to, clarification of, or change in the official position or the interpretation of any Administrative Action or any interpretation or pronouncement that provides for a position with respect to any Administrative Action that differs from the

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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, change or Administrative Action is effective, or which interpretation, pronouncement or decision is announced, on or after the date of the original execution of this Agreement and the Certificates, there is more than an insubstantial risk (A) that either the Trust or the LLC, as the case may be, is or will be subject to more than a de minimis amount of taxes, duties or other governmental charges or (B), that the Trust, the LLC, the Bank, acting through the Branch, or the issuer of any Eligible Intercompany Investments, as the case may be, would be required to pay any Additional Amounts (as defined in Section 9 below).

9. Payments of Additional Amounts

The LLC shall pay, subject to the same exceptions as are set forth in Section 2 of the provisions of the Subordinated Note, such Additional Amounts (as defined in Section 2 of the provisions of the Subordinated Note) to each holder of Partnership Interests as may be necessary in order that every net payment in respect of Partnership Interests, after withholding or deduction on account of any Relevant Tax, will not be less than the amount otherwise due on the Partnership Interests and the Certificates.

10. Eligible Intercompany Investments

(1) The Bank, acting through the Branch, shall be entitled to redeem all or any portion of the Subordinated Note prior to the Partnership Interest Maturity Date, subject to the conditions set forth in Section 3 of the provisions of the Subordinated Note.

(2) The Trust, as initial holder of the Partnership Interests, consents, with binding effect upon all future holders, to the replacement of the Subordinated Note by Eligible Intercompany Investments (as defined in Section 3 of the provisions of the Subordinated Note) in accordance with Section 3 of the provisions of the Subordinated Note.

11. The Directors of the LLC

The Amended and Restated Limited Liability Company Agreement of the LLC (the "Charter") provides that holders of a majority in Liquidation Preference of the Partnership Interests may replace the Independent Director (as defined in the Charter) with a new director and elect two additional directors upon the failure by the LLC to pay Distributions at the Maximum Amount for the most recent Distribution Period or upon the occurrence of a Shift Event, subject to the terms of the Charter.

12. Transfer of Partnership Interests

(1) Under the Charter, each Partnership Interest is transferable by assignment. A transfer becomes effective upon compliance with the Charter and the following provisions:

(a) written notification by the transferor to the registrar maintaining a record of the holders of Partnership Interests from time to time (the "Registrar") of the transferee and the number of Partnership Interests transferred;

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(b) presentation by the transferor to the LLC of a transfer certificate, substantially in the form attached hereto as Annex A and duly executed by or on behalf of the transferor and the transferee, with respect to the transfer of the Partnership Interest(s);

(c) and the registration by the Registrar of the transfer in the Partnership Interest register to be maintained by the Registrar.

(2) Each Distribution to respect of the Partnership Interests will be payable to holders of record as they appear in the records of the Registrar on the corresponding record date. The record dates for the Partnership Interests will be, if all of the Partnership Interests are held by the Trust, one Business Day prior to the relevant Distribution Payment Date and, in the event that not all of the Partnership Interest are held by the Trust, the first day (whether or not a Business Day) of the month of the relevant Distribution Payment Date.

(3) Registration of transfers of Partnership Interests will be effected by the Registrar without charge. but upon payment (with the giving of such indemnity as the Registrar may require) in respect of any tax or other governmental charges that may be imposed in relation to it.

(4) The Registrar will not be required to register or cause to be registered the transfer of any Partnership Interests after such Partnership Interests have been called for redemption.

(5) So long as the Partnership Interests are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), each transfer certificate of Partnership Interests shall, until the expiration of the holding period applicable to such transfer of the Partnership Interests under Rule 144(k) under the Securities Act, bear the following legend and be subject to the restrictions set forth therein:

"THE PARTNERSHIP INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS PARTNERSHIP INTEREST NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) OR (C) IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN "OFF-SHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS

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CERTIFICATE) OR THE LAST DAY ON WHICH DRESDNER CAPITAL LLC IV (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS PARTNERSHIP INTEREST (OR ANY PREDECESSOR OF THIS PARTNERSHIP INTEREST) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS PARTNERSHIP INTEREST EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE PARTNERSHIP INTERESTS ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS PARTNERSHIP INTEREST IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, PROVIDED THAT THE COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE, AS USED HEREIN. THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES", AND "U.S. PERSON " HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT".

(6) The transferor and the transferee shall furnish to the Bank, the LLC and the Registrar such certifications, legal opinions or other information as such persons request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

(7) The LLC shall determine whether any proposed transfer is in compliance with the Securities Act. Upon the transfer being effective, the LLC will counter-execute the transfer certificate in respect of such Partnership Interests and will cancel or, as the case may be, reduce by the amount of Partnership Interests so transferred, the transferor's evidence of Partnership Interests.

(8) The LLC shall be the initial Registrar. Upon 60 days' prior written notice to the Property Trustee, on behalf of the Trust, and the holders of the Certificates, and upon prior consultation with the Bank, the LLC may withdraw from the position as Registrar and appoint a new Registrar. No such withdrawal will be effective unless the new Registrar has accepted the appointment as Registrar.

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(9) Upon 60 days' prior written notice to the Property Trustee, on behalf of the Trust, and the holders of the Certificates, and upon prior consultation with the Bank, the LLC may appoint, or may revoke any such appointment, one or more paying agents in the United States, Germany or other jurisdictions for the purpose of making payments in respect of the Partnership Interests.

13. Notices

to the Trust:

The Bank of New York MellonOne Canada SquareLondon E145ALUnited KingdomAttention: Michael X. LeeTel.: +44 207 964-8790Fax: +44 207 964-2536

to the LLC:

Dresdner Capital LLC IVc/o CommerzbankAktiengesellschaft, New York Branch2 World Financial CenterNew York, New York 10281-1050U.S.A.Fax: +1 212 413 9359

to the Bank:

Commerzbank AktiengesellschaftKaiserplatz 60311 Frankfurt am MainGermanyAttention: Group Treasury – Capital Management & PlanningFax: +49 69 713 19803

14. Enforcement

Subject to the terms of the Amended and Restated Declaration of Trust of the Trust pursuant to which the Property Trustee acts on behalf of the Trust (the "Declaration"), the Property Trustee will have the right to enforce the terms of the Partnership Interests, including the right to receive payments thereon, and to enforce the covenants and other terms contained thereon and in this Agreement. Notwithstanding the foregoing, any holder or beneficial owner of Certificates will, to the fullest extent permitted by a applicable law, be able to institute a direct action (a "Direct Action") against the LLC to enforce the terms of the Silent Partnership Agreement and the Partnership Interests represented by the Certificates held by such holder or beneficial owner, including the right to receive payments on such Partnership Interests.

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15. Miscellaneous

(1) This Agreement and all rights and obligations thereunder shall be governed by and construed in accordance with German law.

(2) The LLC and the Trust hereby submit to the nonexclusive jurisdiction of any Federal or state court in the County of New York, State of New York, and the LLC and the Trust hereby irrevocably agree that, at such time, all claims in respect of such action or proceeding may be heard and determined in any such court. The LLC and the Trust each hereby agrees to irrevocably waive, at such time, to the fullest extent it may effectively do so, the defence of inconvenient forum to the maintenance of such action or proceeding. Each of the LLC and the Trust hereby irrevocably designates and appoints for the term of this Agreement the Bank, acting through the Branch, as its agent to receive on its behalf service of all process brought against it with respect to any such proceeding in the State of New York, any such service being hereby acknowledged by the LLC or the Trust, as the case may be, to be effective and binding service on it in every respect whether or not it shall then be doing business in the State of New York. A copy of such process so served shall, if permitted by law, be sent by registered mail to the LLC or theTrust, as the case may be, and delivered to it at its address set forth in Section 13 hereof. If such agent shall cease to act, the LLC and the Trust covenant that they shall appoint without delay another such agent satisfactory to the LLC and the Trust. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right to institute proceedings against the Bank in the courts of any other jurisdiction or jurisdictions.

(3) If any provision of this Agreement should prove to be void or impracticable, such provision shall be replaced by a valid and practicable provision which as closely as possible reflects the economic purpose of the void or impracticable provision.

(4) The LLC hereby represents to the Property Trustee that the execution, delivery and performance of this Agreement by the Property Trustee on behalf of the Trust will not subject the Property Trustee to the jurisdiction of the courts of Germany.

(5) It is understood by the parties hereto that the sole recourse of any holder in respect of the Partnership Interests created hereunder shall be to the assets of the LLC. In addition, The Bank of New York Mellon is entering into this Agreement solely in its capacity as Property Trustee of the Trust under the Declaration and not in its individual capacity (except as expressly stated herein), and in no case shall The Bank of New York Mellon (or any person acting as successor Property Trustee under the Declaration) be personally liable for or on account of any of the statements or obligations stated to be those of the Trust hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party, provided, however, that The Bank of New York Mellon (or any successor Property Trustee) shall be personally liable hereunder for breach of its covenants, representations and warranties contained herein, to the extent expressly covenanted or made in its individual capacity.

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DRESDNER CAPITAL LLC IV

By:__________________________

DRESDNER FUNDING TRUST IV

By: The Bank of New York Mellon, as Property Trustee

By:__________________________

New York, London, As of February 25, 2010

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Annex A

Form of

Transfer Certificate

in respect of

Silent Partnership Interests

of

Dresdner Capital LLC IV

[ ]

(the "Transferor")

and

[ ]

(the "Transferee")

This is to certify that the Transferor has assigned to the Transferee [___] Partnership Interests created by the Silent Partnership Agreement, dated March [__], 2001, as amended and restated by the Amended and Restated Silent Partnership Agreement, dated [●], 2010, a copy of which is attached hereto. As from the date hereof, all rights under or in respect of such Partnership Interests shall inure to the Transferee. In particular, all Distributions falling due after the date hereof shall be made to the Transferee.

[ ] ( date )

Transferor

By:

Transferee

By:

AcknowledgedThe Registrar

By: