Exhibit 10(iii)(A)(11)(c) Dear Ms. Cirillo: In connection with the proposed merger between Bankers Trust and Deutsche Bank (the "Merger") and subject to the consummation of the Merger, Bankers Trust is happy to provide you with the following retention...

                                                     PRIVILEGED AND CONFIDENTIAL

                                                       Exhibit 10(iii)(A)(11)(c)

Dear Xx. Xxxxxxx:

            In connection with the proposed merger between Bankers Trust and
Deutsche Bank (the "Merger") and subject to the consummation of the Merger,
Bankers Trust is happy to provide you with the following retention bonus and pay
guarantee package. For purposes of this Agreement, the term "Bankers Trust"
shall include its successors.

1.    Title; Position. You shall serve as global head of Global Institutional
      Services for Deutsche Bank, reporting to the Co-Heads of Deutsche Bank's
      Global Corporates and Institutions Division, with a title appropriate to a
      direct report to such Co-Heads. You shall be located in Manhattan, New
      York.

2.    Retention Bonus. The amount of your retention bonus is $8 million.

            One half of your retention bonus, equal to $4 million, is in cash.
Half of that amount will be paid to you on the second anniversary of the closing
of the Merger and the other half will be paid to you on the third anniversary of
the closing of the Merger, provided that you are employed on those dates. If
after the closing of the Merger and prior to the third anniversary of the
closing of the Merger your employment is terminated by Bankers Trust without
Cause (as such term is defined under the Bankers Trust Change in Control
Severance Plan in effect as of the date hereof (the "Severance Plan")), you die
or are disabled or you terminate your employment for Good Reason (in each case,
a "Qualifying Termination"), then you will be paid any unpaid portion of the
cash retention bonus within five business days after such termination. For
purposes of this Agreement, "Good Reason" shall mean:

            (i)   the assignment to you of any duties materially and adversely
                  inconsistent with your position (including, without
                  limitation, status, offices, titles and reporting
                  requirements), authority, duties or responsibilities as
                  contemplated by this Agreement, or any other action by Bankers
                  Trust or its affiliates which results in a material diminution
                  in such position, authority, duties or responsibilities,
                  excluding for this purpose any action not taken in bad faith
                  and which is remedied by Bankers Trust or its affiliates
                  promptly after receipt of notice thereof given by you;

            (ii)  any material failure by Bankers Trust or its affiliates to
                  comply with any of the compensation provisions of this
                  Agreement, other than a failure not occurring in bad faith and
                  which is remedied by Bankers Trust or its affiliates promptly
                  after receipt of notice thereof given by you;

            (iii) Bankers Trust's requiring you to be based at any office or
                  location except as set forth herein and except for required
                  travel consistent with your position; or

            (iv)  any failure by Bankers Trust to cause any successor to assume
                  this Agreement, unless such failure does not occur in bad
                  faith and is remedied by the Company promptly after receipt of
                  notice thereof given by you.

            Notwithstanding the foregoing, no event, action or omission shall
constitute Good Reason if (x) you shall have consented in writing thereto or (y)
you shall not, within 60 days of knowledge thereof, have given Bankers Trust
written notice of your termination on the grounds that such event, action or
omission constitutes Good Reason.

            The other half of your retention bonus, initially equal to $4
million, may be based on the


value of the Deutsche Bank common stock at the closing of the Merger and will be
paid to you either in shares of Deutsche Bank common stock or in cash. The value
of the bonus at the time it is paid or distributed to you will fluctuate with
the value of the stock, provided that the value of the payments made to you, at
the time they are paid, will not be less than 50% of the initial value of the
Deutsche Bank stock on a U.S. dollar basis on the closing of the Merger. One
half of this portion of the bonus will be paid or distributed to you on the
second anniversary of the closing of the Merger and the remaining shares will be
paid or distributed to you on the third anniversary of the closing of the
Merger, provided that you are employed on those dates. If you have a Qualifying
Termination after the closing of the Merger and prior to the third anniversary
of the closing of the Merger, then you will be paid the value of the remaining
bonus in cash within five business days after such termination, subject to the
50% floor.

3. Pay Guarantee. In addition, your annual base salary for each of 1999, 2000
and 2001 will not be less than $350,000 and your annual bonus will not be less
than $3,650,000 ("Annual Bonus"). At least 70% of your Annual Bonus will be paid
to you as current cash compensation. The remainder may be paid to you as a
performance incentive in or based on the value of Deutsche Bank common stock.
The initial value of that stock will be equal to the remaining amount of the
Annual Bonus (the "Initial Value"). This portion of the Annual Bonus for each
year will be paid and vested as follows: (i) 1999 - in three equal parts on each
of the first, second and third anniversaries of the Merger, (ii) 2000 - in two
equal parts on each of the second and third anniversaries of the Merger, and
(iii) 2001 - in full on the third anniversary of the Merger. The amount of the
bonus will fluctuate, based on the value of the stock, provided that the value
at the time that the bonus is paid to you will not be less than 75% of its
Initial Value on a U.S. dollar basis. Any 1999 pro rata bonus paid to you for
the period prior to the Merger will count towards this guarantee.

            If you have a Qualifying Termination after the closing of the Merger
and prior to December 31, 2001, then you will be paid in cash within five
business days of the termination any unpaid compensation for the remainder of
the guarantee period at the guaranteed level (whether or not originally payable
in cash or stock) as if you had continued your employment through the end of
such period. Any deferred bonus for a year prior to the year of termination will
also vest and be paid, based on the value of Deutsche Bank stock, as described
and subject to the 75% floor set forth above, whether such Qualifying
Termination occurs before or after December 31, 2001.

4. Benefits. You shall be provided with the service credit you currently enjoy
for all purposes (other than benefit accrual) in all benefits plans in which you
participate and shall be provided with employee benefits (retirement, welfare,
etc.) no less favorable than those provided to your peer executives at Bankers
Trust.

5. Other Agreements. The foregoing benefits replace your benefits under the
Bankers Trust Change of Control Severance Plan and any other severance benefit
to which you may be entitled and this Agreement supersedes all prior agreements
between you and Bankers Trust or its affiliates. However, if you have a
Qualifying Termination while you would have been protected by the Severance
Plan, then Bankers Trust guarantees that the total amount paid to you as
retention bonuses and as the payout of your pay guarantee (as described in the
second paragraph of Section 3 above) will at least equal the benefit to which
you would have been entitled under the Severance Plan or any other severance
benefit to which you are currently entitled. You will be paid the excise tax
gross-up payment described in Section 4 of the Severance Plan, to the extent you
become subject to that tax. Also, you agree that your outstanding options to
acquire shares of Bankers Trust Common Stock will be treated as provided for in
the Merger Agreement.

6. Deferral. You are also entitled to certain amounts upon shareholder approval
of the Merger or consummation of the Merger, pursuant to the Bankers Trust stock
option plans and other programs. In consideration of the foregoing, you agree
that the payment to you of two-thirds of the cash value of those amounts will be
deferred. One third of the deferred payment will be paid on each of the first,
second and third anniversaries of the consummation of the Merger. During the
deferral period, the amounts will accrue interest at a rate equal to 12-1/2
percent compounded semi-annually. You also agree that any


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amounts that would become payable or vested upon shareholder approval of the
Merger shall not be payable or vest until consummation of the Merger.

7. Miscellaneous. Bankers Trust's obligation to make the payments provided for
in this Agreement and otherwise to perform obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which Bankers Trust or its affiliates may have against you or others.
In no event shall you be obligated to seek other employment or take any other
action by way of mitigation or the amounts payable to you under any of the
provisions of this Agreement, and such amounts shall not be reduced whether or
not you obtain other employment.

            If there is a dispute between you and Bankers Trust about these
commitments, then Bankers Trust will pay your reasonable legal fees if you
prevail in a substantial way in the dispute.

            I am very excited about the opportunities ahead.

                                        Sincerely,


                                        /s/ Xxxx X. Xxxxxx
                                        ----------------------------------------
                                        Bankers Trust Corporation
                                        Name: Xxxx Xxxxxx
                                        Title: Executive Vice President

Xxxxxx and accepted:                    Xxxxxx and acknowledged as
                                        a Guarantor of performance:

/s/ Xxxx Xxxxxxx
---------------------------------      -----------------------------------------
Xxxx Xxxxxxx                           Deutsche Bank AG
                                       Name:
                                       Title:


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