Board of Governors of the Federal Reserve System

Washington, DC 20551

December 13, 2018

Mr. Thomas Patrick

Chief Executive Officer, Americas

DB USA Corporation

60 Wall Street, 46th Floor

New York, New York 10005

Dear Mr. Patrick:

DB USA Corporation and DWS USA Corporation (together,

"Deutsche”), each of New York, New York, the intermediate holding company

subsidiaries of Deutsche Bank A.G., Frankfurt, Germany, have requested the

Board’s approval under the Board’s Regulation YY1 of a contractual provision

that must be included in certain debt issued to Deutsche Bank A.G., or to other

group entities, by Deutsche.

The Board’s regulation regarding total loss-absorbing capacity (the

TLAC Rule)2 requires the U.S. intermediate holding companies3 of foreign global

systemically important banking organizations ("Covered IHCs”) to maintain

outstanding a minimum amount oflong-term debt that meets certain eligibility

criteria (“eligible long-term debt”).4 With respect to debt issued by a Covered

IHC to its foreign affiliates, the eligible long-term debt must include a contractual

provision that is approved by the Board and allows the Board to order the

conversion ofthe debt into common equity tier 1 capital (“conversion trigger”).5

1 12 CFR 252.161.

2 12CFR252.60-.65, .153, .160-.167.

3 The Board’s Regulation YY requires foreign banking organizations with $50

billion or more in total U.S. non-branch assets to form an intermediate holding

company in the United States. 12 CFR 252.153(a).

4 12 CFR 252.162.

5 12 CFR 252.161. Under the Board’s regulations, the Board may issue an

internal debt conversion order only after first determining that the Covered IHC is
The General Counsel, acting pursuant to authority delegated by the

Board, has considered a number of factors in determining whether to grant the

request by Deutsche for approval of a conversion trigger. In particular, the

General Counsel has considered:

(1) Whether the conversion trigger includes any conditions for triggering

the conversion other than the issuance of an internal debt conversion order

by the Board;

(2) Whether the instruments governing the long-term debt and related

documents mitigate any impediments to the conversion ofthe long-term

debt into equity capital;

(3) Whether the conversion trigger provides for the conversion ofthe longterm debt into common equity tier 1 capital;

(4) Whether the conversion trigger requires the conversion of long-term

debt in the amount specified by the Board’s internal debt conversion order;

and

(5) Whether, upon conversion of long-term debt pursuant to the conversion

trigger, the converted long-term debt would no longer remain outstanding

as a liability ofthe Covered IHC.

Deutsche has provided information to the Board addressing each of

the factors noted above. Based on the relevant regulatory factors, and on a review

ofthe instrument governing the long-term debt and related documents and other

facts presented, the General Counsel, acting pursuant to authority delegated by the

Board and after consultation with the Director ofthe Division of Supervision and

Regulation, has approved the conversion trigger. This decision is based on the

specific facts and representations in your request and in communications with

Board staff, and any change in the facts or representations should be

communicated immediately to Board staff and could result in a different

conclusion. This decision is specifically conditioned on compliance by Deutsche

in "default or danger of default,” and one ofthe following circumstances apply:

(1) a foreign banking organization that controls the Covered IHC (or any

subsidiary ofsuch entity) has been placed into resolution proceedings in its home

country; (2) the home country supervisor ofthe top-tier foreign banking

organization has consented or not promptly objected to the conversion of internal

long-term debt after notification by the Board; or (3) the Board has made a written

recommendation to the Secretary ofthe Treasury to put the Covered IHC into Title

II resolution proceedings. 12 CFR 252.163.
with all ofthe commitments made to the Board in connection with the request.

This approval is limited solely to granting approval ofthe conversion trigger.

Very truly yours,

Ann E. Misback

Secretary ofthe Board

cc: Barbara Gorzkowski

Laxmi Grabowski

Debra Saito

Federal Reserve Bank ofNew York