-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Mo+/HZLd1R/RFlMRkvW3cKgUtfNkyYChL0OTTuOT4OKm9Yp2NwvtT+h3tteDycDH ++cRSObvG/UcVtBN9LP/BQ== 0000950130-94-001181.txt : 19940810 0000950130-94-001181.hdr.sgml : 19940810 ACCESSION NUMBER: 0000950130-94-001181 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940809 EFFECTIVENESS DATE: 19940828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54971 FILM NUMBER: 94542440 BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1994 REGISTRATION STATEMENT NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- BANKERS TRUST NEW YORK CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 13-6180473 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 280 PARK AVENUE NEW YORK, NEW YORK 10017 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 1994 STOCK OPTION AND STOCK AWARD PLAN (FULL TITLE OF PLAN) GORDON S. CALDER, JR., ESQ. JAMES J. BAECHLE, ESQ. 130 LIBERTY STREET NEW YORK, NEW YORK 10006 (NAME AND ADDRESS OF AGENT FOR SERVICE) (212) 250-2500 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(2) - -------------------------------------------------------------------------------- Common Stock, $1 par value per share........ 15,000,000 $68.04 $1,020,600,000 $351,934
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for purposes of calculating the registration fee. (2) Pursuant to Rule 457, the registration fee has been calculated on the basis of the average of the high and low prices per share as reported in the New York Stock Exchange Composite Transaction Tape during the five business days preceding the date of filing of this registration statement. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT Pursuant to the instructions contained in Form S-8, the document(s) containing the information described in Part I of Form S-8 are not required to be filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act of 1933. Accordingly, such information is omitted. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents have been filed by the registrant with the Commission (File No. 1-5920) and are incorporated herein by reference: (1) The registrant's Annual Report on Form 10-K for the year ended December 31, 1993; (2) The registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994; (3) The registrant's Current Reports on Form 8-K dated January 20, March 21, April 19 and July 22, 1994; and (4) The description of the registrant's Common Stock, par value $1.00 per share (the "Common Stock"), contained in the registrant's registration statement on Form 8-C filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to the registration statement which indicates that all securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES The Common Stock of the registrant is registered under Section 12 of the Exchange Act. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL The consolidated financial statements of the Corporation for the year ended December 31, 1993, appearing in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated by reference into this Registration Statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in auditing and accounting. The validity of any newly issued shares of the Common Stock offered hereby has been passed upon for the registrant by Gordon S. Calder, Jr., Managing Director and Counsel of Bankers Trust Company. Mr. Calder has an interest in a number of shares equal to less than .015% of the outstanding Common Stock of the registrant. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article V of the By-Laws of the registrant provides as follows: SECTION 5.01 The corporation shall, to the fullest extent permitted by Section 721 of the New York Business Corporation Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, legal or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the corporation to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation is serving or served in any capacity at the request of the corporation by reason of the fact that he, his testator or interstate, is or was a director or officer of the corporation, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys' fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled. SECTION 5.02 The corporation may indemnify any other person to whom the corporation is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended than these By-Laws authorize the creation of other rights in any such manner. SECTION 5.03 The corporation shall, from time to time, reimburse or advance to any person referred to in Section 5.01 the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action or proceeding referred to in Section 5.01, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was legally entitled. SECTION 5.04 Any director or officer of the corporation serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the corporation, or (ii) any employee benefit plan of the corporation or any corporation referred to in clause (i), in any capacity shall be deemed to be doing so at the request of the corporation. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at specific request of the corporation, evidenced by a written communication signed by the Chairman of the Board, the President or any Vice Chairman, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the President or any Vice Chairman shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer. SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought. II-2 SECTION 5.06 The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto. SECTION 5.07 If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled. SECTION 5.08 A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 5.01 shall be entitled to indemnification only as provided in Sections 5.01 and 5.03, notwithstanding any provision of the New York Business Corporation Law to the contrary. With certain limitations, Sections 721 through 726 of the New York Business Corporation Law permit a corporation to indemnify a director or officer made a party to an action (i) by a corporation or in its right in order to procure a judgment in its favor unless he shall have breached his duties, or (ii) other than an action by or in the right of the corporation in order to procure a judgment in its favor if such director or officer acted in good faith and in a manner he reasonably believed to be in or, in certain cases, not opposed to such corporation's best interests, and additionally, in criminal actions, has no reasonable cause to believe his conduct was unlawful. In addition, a Directors and Officers Liability and Corporation Reimbursement Policy is maintained covering the registrant and its directors and officers for amounts, subject to policy limits, that the registrant might be required to pay by way of indemnification to its directors or officers under its By-Laws or otherwise and for the protection of individual directors and officers from loss for which they might not be indemnified by the registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits are listed in the exhibit index. ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; II-3 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE 5TH DAY OF AUGUST, 1994. Bankers Trust New York Corporation /s/ Duncan P. Hennes By __________________________________ NAME: DUNCAN P. HENNES TITLE: SENIOR VICE PRESIDENT PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE *Charles S. Sanford, Jr. Chairman of the August 5, 1994 - ------------------------------------- Board Chief (CHARLES S. SANFORD, JR.) Executive Officer and Director (Principal Executive Officer) *Timothy T. Yates Executive Vice August 5, 1994 - ------------------------------------- President and Chief (TIMOTHY T. YATES) Financial Officer (Principal Financial Officer) *Geoffrey M. Fletcher Senior Vice August 5, 1994 - ------------------------------------- President (Principal (GEOFFREY M. FLETCHER) Accounting Officer) *George B. Beitzel Director August 5, 1994 - ------------------------------------- (GEORGE B. BEITZEL) Director August 5, 1994 - ------------------------------------- (PHILLIP A. GRIFFITHS) *William R. Howell Director August 5, 1994 - ------------------------------------- (WILLIAM R. HOWELL) *Jon M. Huntsman Director August 5, 1994 - ------------------------------------- (JON M. HUNTSMAN) II-5 SIGNATURE TITLE DATE *Vernon E. Jordan, Jr. Director August 5, 1994 - ------------------------------------- (VERNON E. JORDAN, JR.) *Hamish Maxwell Director August 5, 1994 - ------------------------------------- (HAMISH MAXWELL) *Donald F. McCullough Director August 5, 1994 - ------------------------------------- (DONALD F. MCCULLOUGH) *N. J. Nicholas Jr. Director August 5, 1994 - ------------------------------------- (N. J. NICHOLAS JR.) *Russell E. Palmer Director August 5, 1994 - ------------------------------------- (RUSSELL E. PALMER) *Didier Pineau-Valencienne Director August 5, 1994 - ------------------------------------- (DIDIER PINEAU-VALENCIENNE) *Eugene B. Shanks, Jr. Director August 5, 1994 - ------------------------------------- (EUGENE B. SHANKS, JR.) *Patricia C. Stewart Director August 5, 1994 - ------------------------------------- (PATRICIA C. STEWART) *George J. Vojta Director August 5, 1994 - ------------------------------------- (GEORGE J. VOJTA) /s/ Duncan P. Hennes *By _________________________________ (DUNCAN P. HENNES, ATTORNEY-IN - FACT) II-6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION LOCATION ------- ----------- -------- *4.1 Restated Certificate of Filed as an Exhibit to the Incorporation of the Registrant Registrant's Current Report on filed with the State of New York Form 8-K dated September 24, on June 9, 1988. 1993, file number 1-5920. *4.2 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated September 24, filed with the State of New York 1993, file number 1-5920. on August 30, 1989. *4.3 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated September 24, filed with the State of New York 1993, file number 1-5920. on June 14, 1990. *4.4 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated September 24, filed with the State of New York 1993, file number 1-5920. on March 20, 1992. *4.5 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated September 24, filed with the State of New York 1993, file number 1-5920. on October 27, 1992. *4.6 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated September 24, filed with the State of New York 1993, file number 1-5920. on January 21, 1993. *4.7 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated September 24, filed with the State of New York 1993, file number 1-5920. on June 1, 1993. *4.8 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated August 6, 1993, filed with the State of New York file number 1-5920. on August 18, 1993. *4.9 Certificate of Amendment of the Filed as an Exhibit to the Restated Certificate of Registrant's Current Report on Incorporation of the Registrant Form 8-K dated March 21, 1994, filed with the State of New York file number 1-5920. on March 25, 1994. 4.10 1994 Stock Option and Stock Award Plan. 5 Opinion re legality. 24.1 Consent of Ernst & Young LLP. 24.2 Consent of Gordon S. Calder, Jr. Included in Exhibit 5. 25 Powers of Attorney.
- -------- * Incorporated by Reference EX-4.10 2 1994 STOCK OPTION AND STOCK AWARD PLAN EXHIBIT 4.10 BANKERS TRUST NEW YORK CORPORATION 1994 STOCK OPTION AND STOCK AWARD PLAN SECTION 1. PURPOSE OF THE PLAN. The purpose of the 1994 Stock Option and Stock Award Plan (the "Plan") is to aid Bankers Trust New York Corporation (the "Corporation") and its subsidiaries in securing and retaining officers and other key employees of outstanding ability and to motivate such employees to exert their best efforts on behalf of the Corporation and its subsidiaries. In addition, the Corporation expects that it will benefit from the added interest which the respective Awardees (as hereinafter defined) will have in the welfare of the Corporation as a result of their ownership or increased ownership of the common stock of the Corporation. SECTION 2. ADMINISTRATION. (a) The Board of Directors of the Corporation (the "Board") shall designate a committee of not less than three directors (the "Committee") who shall serve at the pleasure of the Board. The Committee may also have other duties, as would be the case if the Board should designate the Corporation's Human Resources Committee (or a successor thereto) to act as the Committee under the Plan. No member of the Committee shall be eligible to participate in the Plan while serving on the Committee. The Committee shall have full power and authority, subject to ratification by the Board by resolutions not inconsistent with the provisions of the Plan, to grant to eligible employees pursuant to the provisions of the Plan (i) stock options to purchase shares, (ii) restricted stock, (iii) deferred stock, or (iv) any other Stock-based Awards (as hereinafter defined) permitted hereunder (each of the foregoing being an "Award" and collectively, the "Awards"). The Committee shall also interpret the provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto) and supervise the administration of the Plan. (b) The Committee shall: (i) subject to Board ratification in connection with officers to be named in the Corporation's proxy material, select the officers and other key employees of the Corporation and its subsidiaries to whom Awards may from time to time be granted hereunder; (ii) determine whether incentive stock options (under Section 422 of the Internal Revenue Code of 1986, as the same may be amended from time to time (the "Code")), non-qualified stock options, restricted stock, deferred stock, or other Stock-based Awards, or a combination of the foregoing, are to be granted hereunder; (iii) determine the number of shares to be covered by each Award granted hereunder; (iii) determine the number of shares to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder (including but not limited to any restriction and forfeiture condition on such Award and/or the shares of Stock (as hereinafter defined) relating thereto); (v) determine whether, to what extent and under what circumstances Awards may be settled in cash; (vi) determine whether, to what extent and under what circumstances Stock and other amounts payable with respect to an Award under this Plan shall be deferred ether automatically or at the election of the Awardee; (vii) determine whether, to what extent and under what circumstances option grants and/or other Awards under the Plan are to be made, and operate, on a tandem basis; and (viii) to the extent appropriate certify attainment of performance goals as required by Section 162(m) of the Code. (c) All decisions made by the Committee pursuant to the provisions of the Plan and related orders or resolutions of the Board (as and to the extent permitted hereunder) shall be final, conclusive and binding on all persons, including the Corporation, its stockholders, employees and individuals granted Awards under the Plan ("Awardees"). SECTION 3. STOCK SUBJECT TO THE PLAN. Except as otherwise provided by this Section 3 and subject to Section 12(e), the total number of shares of common stock of the Corporation (the "Stock") available for distribution under the Plan is 15,000,000. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares, except 1 that treasury shares must be used in the case of restricted stock. If any shares that have been optioned cease to be subject to option because the option has expired or been cancelled or has been deemed to have expired or cancelled, or if any shares subject to any restricted stock, deferred stock or other Stock-based Award granted hereunder are forfeited or such Award otherwise terminates without the actual or deemed delivery of such shares, such shares shall again be available for distribution under the Plan. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, extraordinary cash or property dividend, or other change in corporate structure affecting the Stock, such adjustment shall be made in the aggregate number of shares which may be delivered under the Plan, in the number and/or option price of shares subject to outstanding options granted under the Plan, and/or in the number of shares subject to restricted stock, deferred stock, or other Stock-based Awards granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion; provided that the number of shares subject to any Award shall always be a whole number; and provided further that, with respect to incentive stock options, no such adjustment shall be authorized to the extent that such adjustment would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto. In addition, subject to the limitations provided in Section 7, Section 10, Section 12(e), the Committee is authorized to make adjustments in the terms and conditions of, and performance criteria relating to, Awards in recognition of unusual or nonrecurring events (including, without limitation, events described in this paragraph) affecting the Corporation or the financial statements of the Corporation, or in response to changes in applicable laws, regulations or accounting principles. SECTION 4. ELIGIBILITY. Officers and other key employees of the Corporation and its subsidiaries (but excluding members of the Committee and any person who serves only as a director) who are responsible for the management, growth, profitability or protection of the business of the Corporation and its subsidiaries are eligible to be granted Awards under the Plan. The Awardees under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible. For the purposes of the Plan, a subsidiary of the Corporation shall be any corporation which at the time qualifies as a subsidiary thereof under the definition of "subsidiary corporation" in Section 424(f) of the Code. SECTION 5. STOCK OPTIONS. Any stock option granted under the Plan shall be in such form as the Committee may from time to time approve. Any such option shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable. (a) Option Type. Each option shall state whether it will or will not be treated as an incentive stock option. (b) Option Price. The purchase price per share of the Stock purchasable under a stock option shall be determined by the Committee, but will be not less than 100% of the fair market value of the Stock on the date of the grant of the option, as determined in accordance with procedures established by the Committee. (c) Option Period. The term of each stock option shall be fixed by the Committee, but no incentive stock option shall be exercisable after the expiration of 10 years from the date the option is granted and no non-qualified stock option shall be exercisable after the expiration of 10 years and one day from the date the option is granted. (d) Exercisability. Stock options shall be exercisable at such time or times as determined by the Committee at or subsequent to grant. Unless otherwise determined by the Committee at or subsequent to 2 grant, no stock option shall be exercisable during the twelve month period ending on the day before the first anniversary date of the granting of the option, except as provided in paragraphs (g), (h) or (i) of this Section 5; provided, however, that notwithstanding the foregoing, from and after a Change of Control (as hereinafter defined) all stock options shall become immediately exercisable to the full extent of the original Award. As used herein, "Change of Control" shall mean any of the following events: (i) The acquisition, other than from the Corporation, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Corporation Voting Securities"); provided, however, that any acquisition by the Corporation or any of its subsidiaries, or any employee benefit plan (or related trust) of the Corporation or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 80% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, or the Outstanding Corporation Common Stock and Corporation Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Corporation Common Stock and Corporation Voting Securities, as the case may be, shall not constitute a Change of Control; or (ii) Individuals who, as of January 1, 1994, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board provided that any individual becoming a director subsequent to such date whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Corporation (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (iii) Approval by the stockholders of the Corporation of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Corporation immediately prior to such reorganization, merger, or consolidation do not, following such reorganization, merger or consolidation, beneficially owned, directly or indirectly, more than 80% of respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of the Corporation or of the sale or other disposition of all or substantially all of the assets of the Corporation. Anything herein to the contrary notwithstanding, with respect to any Awardee in the Plan, a Change of Control shall not be deemed to have occurred if such Change of Control results from or arises out of a purchase or other acquisition of the Corporation, directly or indirectly, by a corporation or other entity in which such Awardee has a direct or indirect equity interest; provided, however, that the limitation contained in this sentence shall not apply in respect of any Awards entitling the Awardee to any direct or indirect equity interest in a corporation or other entity (a) which equity interest is part of a class of equity interests which are publicly traded on any securities exchange or other market system, or (b) received by such Awardee without the Awardee's concurrence or consent, as a result of or in connection with a purchase of other acquisition of the Corporation by such corporation or other entity. 3 (e) Method of Exercise. Stock options may be exercised, in whole or in part by giving written notice of exercise to the Corporation specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price, either by certified or bank check; provided, however, that during the 60-day period from and after a Change of Control (x) an Awardee (other than an Awardee who initiated a Change of Control in a capacity other than as an officer or director of the Corporation) who is an officer or director of the Corporation (within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to an option that was granted at least six months prior to the date of exercise pursuant to this proviso and (y) any other Awardee who at the time of exercise is not an officer or director shall, unless the Committee shall determine otherwise at the time of grant, have the right, in lieu of the payment of the full purchase price of the shares of Stock being purchased under the stock option and by giving written notice to the Corporation to elect (within such 60-day period) to surrender all or part of the stock option to the Corporation and to receive in cash an amount equal to the amount by which the fair market value per share of the Stock on the date of exercise shall exceed the purchase price per share under the stock option multiplied by the number of shares of Stock granted under the stock option as to which the right granted by this proviso shall have been exercised. Such written notice shall specify the Awardee's election to purchase shares subject to the stock option or to receive the cash payment referred to in the proviso to the immediately preceding sentence. The Committee may, in its sole discretion, authorize payment in whole or in part of the purchase price to be made in unrestricted stock already owned by the Awardee, or, in the case of a non-qualified stock option, in restricted stock or deferred stock subject to an Award hereunder (based upon the fair market value of the Stock on the date the option is exercised, as determined by the Committee). The Committee may authorize such payment at or after grant, except that in the case of an incentive stock option, any right to make payment in unrestricted stock already owned must be included in the option at the time of grant. No shares of Stock shall be issued until full payment therefor has been made. Subject to paragraph (k) of this Section 5, an Awardee shall have the rights to dividends and other rights of a shareholder with respect to shares subject to the option when the Awardee has given written notice of exercise, has paid in full for such shares, and, if requested has given the representation described in paragraph (a) of Section 12. As used in this paragraph (e) of Section 5, the fair market value of the Stock on the date of exercise shall mean: (i) with respect to an election by an Awardee to receive cash in respect of a stock option which is not an incentive stock option, the "Change of Control Fair Market Value," as defined below; and (ii) with respect to an election by an Awardee to receive cash in respect of a stock option which is an incentive stock option, the fair market value of the Stock on the date of exercise, determined in the same manner as the fair market value of Stock on the date of grant of a stock option is determined pursuant to paragraph (b) of Section 5 of the Plan unless otherwise determined by the Committee. "Change of Control Fair Market Value" shall mean the higher of (x) the highest reported sale price, regular way, of a share of the Stock on the Composite Tape for New York Stock Exchange Listed Stock during the 60-day period prior to the date of the Change of Control and (y) if the Change of Control is the result of a transaction or series of transactions described in paragraphs (i) or (iii) of the definition of Change of Control set forth in Section 5, the highest price per share of the Stock paid in such transaction or series of transactions (in the case of Change of Control described in paragraph (i) of such definition, as reflected in any Schedule 13D filed by the person having made the acquisition). (f) Nontransferability of Options: No stock option shall be transferable by the Awardee otherwise than by will or by the laws of descent and distribution, and such option shall be exerciseable, during the Awardee's lifetime, only by the Awardee. (g) Termination by Death. Except to the extent otherwise provided by the Committee at or after the time of grant if an Awardee's employment by the Corporation and/or any of its subsidiaries terminates by reason of death, the stock option may thereafter be immediately exercised in full by the legal representative 4 of the estate or by the legatee of the Awardee under the will of the Awardee, for a period of fifteen months from the date of such death or until the expiration of the stated period of the option, whichever period is shorter. (h) Termination by Reason of Retirement or Permanent Disability. Except to the extent otherwise provided by the Committee at or after the time of grant, if an Awardee's employment by the Corporation and/or any of its subsidiaries terminates by reason of retirement or permanent disability, any stock option held by such Awardee may thereafter be exercised in full, but may not be exercised after three years from the date of such termination of employment or the expiration of the stated period of the option, whichever period is the shorter; provided, however, that, if the Awardee dies within such three-year period, any unexercised stock option held by such Awardee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of twelve months from the date of the Awardee's death or for the stated period of the option, whichever period is the shorter. For these purposes, the term "retirement" is a retirement as defined in the Corporation's Pension Plan as in effect from time to time. In the event of termination of service by reason of retirement or permanent disability, if an incentive stock option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, the option will thereafter be treated as a non-qualified stock option. (i) Other Termination. Unless otherwise determined by the Committee at or after grant, if an Awardee's employment terminates for any reason other than death, permanent disability, or retirement, the stock option shall thereupon terminate; provided, however, that if such termination is by action of the employer and other than discharge for reason of willful violation of the rules of the Corporation or by voluntary resignation of the Awardee, in either case within 18 months following a Change of Control, any stock options held by the Awardee may be exercised by the Awardee until the earlier of six months and one day after such termination or the expiration of such options in accordance with their terms. (j) Option Buyout. The Committee may at any time offer to repurchase an option (other than an option which has been held for less than six months by an Awardee who is subject to Section 16 of the Exchange Act), based on such terms and conditions as the Committee shall establish and communicate to the Awardee at the time such offer is made. (k) Form of Settlement. In its sole discretion, the Committee may provide, at the time of grant, that the shares to be issued upon an option's exercise shall be in the form of restricted stock or deferred stock, or may reserve other than with respect to incentive stock options the right to so provide after the time of grant. SECTION 6. RESTRICTED STOCK. (a) Stock and Administration. Shares of restricted stock may be issued either alone or in addition to stock options, deferred stock or other Stock-based Awards granted under the Plan. The Committee shall determine the officers and key employees of the Corporation and its subsidiaries to whom, and the time or times at which, grants of restricted stock will be made, the number of shares to be awarded, the time or times within which such Awards may be subject to forfeiture, and all other conditions of the Awards. The provisions of restricted stock Awards need not be the same with respect to each recipient. (b) Awards and Certificates. The prospective recipient of an Award of shares of restricted stock shall not, with respect to such Award, be deemed to have become an Awardee, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a fully executed copy thereof to the Corporation, and otherwise complied with the then applicable terms and conditions, and then: (i) Each Awardee shall be issued a stock certificate in respect of shares of restricted stock awarded under the Plan. Such certificate shall be registered in the name of the Awardee, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: 5 "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Bankers Trust New York Corporation 1994 Stock Option and Stock Award Plan and an Agreement entered into between the registered owner and Bankers Trust New York Corporation. Copies of such Plan and Agreement are on file in the offices of Bankers Trust New York Corporation, 280 Park Avenue, New York, N.Y. 10017." (ii) The Committee shall require that the stock certificates evidencing such shares be held in custody by the Corporation until the restrictions thereon shall have lapsed, and shall require, as a condition of any restricted stock Award, that the Awardee shall have delivered a stock power, endorsed in blank, relating to the stock covered by such Award. (c) Restriction and Conditions. The shares of restricted stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions: (i) Subject to the provisions of this Plan during a period set by the Committee commencing with the date of such Award (the "restriction period"), the Awardee shall not be permitted to sell, transfer, pledge, or assign shares of restricted stock awarded under the Plan. Within these limits, the Committee may provide for the lapse of such restrictions in installments where deemed appropriate. (ii) Except as provided in paragraph (c) of this Section 6, the Awardee shall have, with respect to the shares of restricted stock, all the rights of a shareholder of the Corporation, including the right to vote the restricted stock, and the right to receive any cash dividends. The Committee, in its sole discretion, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional restricted stock or otherwise reinvested. Certificates for sharers of unrestricted stock shall be delivered to the Awardee promptly after, and only after, the period of restriction shall expire without forfeiture in respect of such shares of restricted stock. (iii) Subject to the provisions of paragraph (c)(iv) of this Section 6, upon termination of employment for any reason during the restriction period, all shares still subject to restriction shall be forfeited by the Awardee and reacquired by the Corporation. (iv) In the event of an Awardee's retirement, permanent disability, or death, or in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Corporation, waiver in whole or in part any or all remaining restrictions with respect to such Awardee's shares of restricted stock. (v) Notwithstanding anything in the foregoing to the contrary, upon a Change of Control any and all restrictions on restricted stock shall lapse regardless of the restriction period established by the Committee and all such restricted stock shall become fully vested and nonforfeitable and promptly distributed. SECTION 7. DEFERRED STOCK AWARDS (a) Stock and Administration. Awards of the right to receive Stock that is not to be distributed to the Awardee until after a specified deferral period (such Award and the deferred Stock delivered thereunder hereinafter as the context shall require, the "deferred stock") may be made either alone or in addition to stock options or restricted stock or other Stock-based Awards granted under the Plan. The Committee shall determine the officers and key employees of the Corporation and its subsidiaries to whom deferred stock shall be awarded, the number of shares of deferred stock to be awarded at the end of a specified performance period to any Awardee pursuant to a formula based upon earnings goals of the Corporation as measured by pretax or post tax corporate income, net income per common share and/or the return on average common equity of the Corporation for the year of the Award which shall be specified by the Committee prior to the beginning of such year for services to be performed after the Committee sets the standard, or on a date after the beginning of the year which may be deemed to be prior the beginning of such year for these purposes under Federal tax rules, the duration of the period (the "Deferral Period") during which, and the conditions under which, receipt of the stock will be deferred, and the terms and conditions of the Award in addition to those 6 contained in paragraph (b) of this Section 7. In its sole discretion, the Committee may provide for a minimum payment at the end of the applicable Deferral Period based on a stated percentage of the fair market value on the date of grant of the number of shares covered by a deferred stock Award. The provisions of deferred stock Awards need not be the same with respect to each recipient. Prior to any Award of deferred stock, the Committee shall certify attainment of the performance goals for the specified performance thereon. (b) Terms and Conditions. Deferred stock Awards made pursuant to this Section 7 shall be subject to the following terms and conditions: (i) Subject to the provisions of the Plan, the shares to be issued pursuant to a deferred stock Award may not be sold, assigned, transferred, pledged or otherwise encumbered during the Deferral Period or Elective Deferral Period (defined below), where applicable, and all or a portion of which may be subject to a risk of forfeiture during all or such portion of the Deferral Period all as determined by the Committee. At the expiration of the Deferral Period and Elective Deferral Period, share certificates shall be delivered to the Awardee, or the Awardee's legal representative, in a number equal to the number of shares covered by the deferred stock Award. (ii) Amounts equal to any dividends declared and/or any other amounts deemed earned such as credits based on net income per common share will be paid to the Awardee directly, deferred into additional shares or some combination thereof, all as determined by the Committee in its sole discretion. (iii) In the event of the Awardee's retirement, permanent disability or death during the Deferral Period (or Elective Deferral Period, where applicable), or in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interest of the Corporation, waive in whole or in part any or all of the remaining deferral limitations imposed hereunder with respect to any or all of the Awardee's deferred stock. Anything in the Plan to the contrary notwithstanding, upon the occurrence of a Change of Control, the Deferral Period and the Elective Deferral Period with respect to each deferred stock Award shall expire immediately and all share certificates relating to such Awards shall be delivered immediately to each Awardee or the Awardee's legal representative. (iv) Prior to completion of the Deferral Period, an Awardee may elect to further defer receipt of the Award for a specified period or until a specified event (the "Elective Deferral Period"), subject in each case to the approval of the Committee and under such terms as are determined by the Committee, all in its sole discretion. (v) Each Award under this Section 7 shall be confirmed by a deferred stock agreement or other instrument executed by the Corporation and by the Awardee. SECTION 8. OTHER STOCK-BASED AWARDS (a) Stock and Administration. Other Awards of the Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Stock ("other Stock-based Awards"), including (without limitation) performance shares, dividend equivalents, and convertible debentures, may be granted either alone or in addition to other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the officers and key employees of the Corporation and/or any of its subsidiaries to whom and the time or times at which such other Stock-based Awards shall be made, the number of shares of Stock to be awarded pursuant to such other Stock-based Awards, and all other conditions of the other Stock- based Awards. The Committee may also provide for the grant of Stock upon the completion of a specified performance period. The provisions of other Stock- based Awards need not be the same with respect to each recipient. (b) Terms and Conditions. Other Stock-based Awards made pursuant to this Section 8 shall be subject to the following terms and conditions: (i) Subject to the provisions of this Plan, shares or interests in shares subject to Awards made under this Section 8, may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date 7 on which the shares are issued, or, if later, the date on which any applicable restriction, performance or Deferral Period lapses. (ii) Subject to the provisions of this Plan and the Award agreement, the recipient of Awards under this Section 8 shall be entitled to receive, currently or on a deferral basis, interest or dividends or interest or dividend equivalents or such other amounts with respect to the number of shares or interests therein covered by the Awards, as determined at the time of the Awards by the Committee, in its sole discretion, and the Committee may provide that such amounts or portion thereof (if any), as determined by the Committee in its sole discretion shall be deemed to have been reinvested in additional Stock or otherwise reinvested. (iii) Any Awards under this Section 8 and any Stock covered by any such Award may be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion. (iv) In the event of the Awardee's retirement, permanent disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Corporation, waive in whole or in part any or all of the remaining limitations imposed hereunder (if any) with respect to any or all Awards under this Section 8. Anything in the Plan to the contrary notwithstanding, any limitations imposed with respect to any Award under this Section 8, including any provision providing for the forfeiture of any Award under any circumstance, shall terminate immediately upon a Change of Control and the number of shares or interests in the Stock subject to such Award shall be delivered to the Awardee (or, in the case of an Award with respect to which such number is not determinable, such number of shares or interests in the Stock as is determined by the Committee and set forth in the terms of such Award). (v) Each Award under this Section 8 shall be confirmed by an agreement or other instrument executed by the Corporation and by the Awardee. (vi) The Stock or interests therein (including securities convertible into Stock) paid or awarded on a bonus basis under this Section 8 shall be issued for no cash consideration; the Stock or interests therein (including securities convertible into the Stock) purchased pursuant to a purchase right awarded under this Section 8 shall be priced at least at 50% of the fair market value of the Stock on the date of grant. (vii) No other Stock-based Award in the nature of a purchase right shall be transferable by the Awardee otherwise than by will or by the laws of descent and distribution, and such purchase rights shall be exercisable during the Awardee's lifetime only by the Awardee. SECTION 9. TRANSFER, LEAVE OF ABSENCE, ETC. For purposes of the Plan: (a) a transfer of an employee from the Corporation to a subsidiary or affiliate of the Corporation, whether or not incorporated, or vice versa, or from one subsidiary or affiliate, whether or not incorporated, to another, (b) a leave absence, duly authorized in writing by the Corporation, for sickness, or for any other purpose approved by the Corporation if the period of such leave does not exceed eighty-four days, and (c) a leave of absence in excess of eighty-four days, duly authorized in writing by the Corporation, provided the employee's right to reemployment is guaranteed either by a statute or by contract, shall not be deemed a termination of employment. SECTION 10. AMENDMENTS AND TERMINATION The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the rights of an Awardee under an Award theretofore granted, without the Awardee's consent, or which without the approval of the stockholders would: (a) except as is provided in Section 3 of the Plan, increase the total number of shares available for the purpose of the Plan; (b) subsequent to the date of grant decrease the option price of any stock option to less than 100% of the fair market value on the date of the granting of the option; 8 (c) extend the maximum option period under Section 5(c) of the Plan; or (d) otherwise materially increase the benefits accruing to Awardees under, or materially modify the requirements as to eligibility for participation in, the Plan. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any Awardee without such Awardee's consent. Notwithstanding the foregoing, the Board or the Committee may, in its discretion, amend the Plan or terms of any outstanding Award held by a person then subject to Section 16 of the Exchange Act without the consent of any Awardee in order to preserve exemptions under said Section 16 which are or become available from time to time under rules of the Securities and Exchange Commission. Since certain amendments to the Securities and Exchange Commission's rules under Section 16 of the Exchange Act permit phasing-in of full compliance with such rules over a period of time, the Board reserves the right during such period to amend or alter the Plan without further approval of stockholders to the extent it determines to be necessary or appropriate to conform with said rules as so amended and as is otherwise permissible under applicable law. SECTION 11. UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to an Awardee by the Corporation, nothing contained herein shall give any such Awardee any rights that are greater than those of a general creditor of the Corporation. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. SECTION 12. GENERAL PROVISIONS. (a) The Committee may require each Awardee purchasing shares pursuant to an Award under the Plan to represent to and agree with the Corporation in writing that such Awardee is acquiring the shares without a view to distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. (b) All certificates for shares of Stock delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (c) Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Awards granted under the Plan. If Awards are granted in substitution for other Awards, the Committee shall require the surrender of such other Awards in consideration for the grant of the new Awards. Awards granted in addition to or in tandem with other Awards may be granted either a the same time as or at a different time from the grant of such other Awards. The exercise price of any option or the purchase price of any other Stock-based Award in the nature of a purchase right granted in substitution for outstanding Awards or in lieu of any other right to payment by the Corporation shall be the fair market value of shares at the date such substitute Awards are granted or shall be such fair market value at that date reduced to reflect the fair market value of the Awards or other right to payment required to be surrendered by the Awardee as a condition to receipt of the substitute Award; or retroactively granted in tandem with outstanding Awards shall be either the fair market value of shares at the date of grant of later Awards or the fair market value of shares at the date of grant of earlier Awards. 9 (d) Nothing contained in this Plan shall prevent the Board of Directors from adopting other or additional compensation arrangement, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. (e) The maximum number of shares that may be subject to Award in any calendar year to any Awardee under Sections 5 through 8 is 5% of the total number of shares available for distribution under the Plan as set forth in Sections 3 and 10. SECTION 13. TAXES. (a) If any Awardee properly elects, within thirty days of the date on which an Award is granted, to include in gross income for Federal income tax purposes an amount equal to the fair market value (on the date of grant of the Award) of the Stock subject to the Award, such Awardee shall make arrangements satisfactory to the Committee to pay to the Corporation, in the calendar quarter of such Award, any Federal, state, or local taxes required to be withheld with respect to such shares. If such Awardee shall fail to make such tax payments as are required, the Corporation and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Awardee. (b) Any Awardee who does not or cannot make the election described in paragraph (a) of this Section 13 with respect to an Award, shall, no later than the date as of which the value of the Award first becomes includible in the gross income of the Awardee for Federal income tax purposes, pay to the Corporation, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to the Stock subject to such Award and the Corporation and its subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Awardee. Anything contained herein to the contrary notwithstanding, the Committee may, in its sole discretion, authorize acceptance of Stock received in connection with the Award or option being taxed or otherwise previously acquired in satisfaction of withholding requirements. (c) If and to the extent authorized by the Committee, the Corporation or any of its subsidiaries are authorized to withhold from any distribution of Stock relating to any Award granted under the Plan, or to receive shares from the Awardee, and to pay the value of such Stock to the appropriate taxing authority, in order to satisfy obligations of the Awardee for the payment of Federal, state, and local taxes in connection with such Award (including but not necessarily limited to amounts required to be withheld by the Corporation). SECTION 14. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective on the date it is approved by the vote of the holders of a majority of all outstanding shares of Common Stock entitled to vote thereon. SECTION 15. TERM OF PLAN. No Awards shall be granted pursuant to the Plan after April 21, 1998, but Awards theretofore granted may extend beyond that date. 10 EX-5 3 OPINION RE LEGALITY EXHIBIT 5 August 5, 1994 Bankers Trust New York Corporation 280 Park Avenue New York, NY 10017 Re: 1994 Stock Option and Stock Award Plan of Bankers Trust New York Corporation Gentlemen: I am a Managing Director and Counsel of Bankers Trust Company, and, as such, I have acted as counsel for Bankers Trust New York Corporation (the "Corporation") in connection with the registration of 15,000,000 shares of the Corporation's common stock ($1 par value, the "Common Stock") to be delivered pursuant to its 1994 Stock Option and Stock Award Plan (the "Plan"). I am familiar with the action taken in connection with the adoption of the Plan and with the actions taken or to be taken in connection with authorization and proposed issuance of the Common Stock, including the adoption by the Board of Directors of appropriate resolutions authorizing such actions. Based upon the foregoing, I hereby advise you that in my opinion (a) the Corporation is duly organized and validly existing under the laws of the State of New York and (b) that upon issuance in accordance with the provisions of the Plan, the Common Stock will be validly issued, fully paid and non-assessable. The holders of the Common Stock will not be subject to any personal liability as shareholders under the current laws of the State of New York, the jurisdiction under whose laws the Corporation is incorporated and in which its principal place of business is located, except for such liability as may be imposed in the future under certain circumstances under Section 630 of the New York Business Corporation Law. I hereby consent to the filing of this opinion as an Exhibit to the Corporation's Registration Statement on Form S-8 relating to the Common Stock to be delivered pursuant to the Plan. I do not admit in giving this consent that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Gordon S. Calder, Jr. ------------------------- GORDON S. CALDER, JR. EX-24.1 4 CONSENT OF ERNST & YOUNG LLP EXHIBIT 24.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) pertaining to the 1994 Stock Option and Stock Award Plan of Bankers Trust New York Corporation and to the incorporation by reference therein of our report dated January 26, 1994, with respect to the consolidated financial statements of Bankers Trust New York Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------- Ernst & Young LLP New York, New York August 5, 1994 EX-25 5 POWERS OF ATTORNEY EXHIBIT 25 BANKERS TRUST NEW YORK CORPORATION POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Bankers Trust New York Corporation (the "Corporation"), a New York corporation, hereby appoints each of Charles S. Sanford, Jr., Eugene B. Shanks, Jr., George J. Vojta, James J. Baechle, Timothy T. Yates, Garret G. Thunen, Duncan P. Hennes and James T. Byrne, Jr. his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended (collectively, the "Acts") and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Acts of securities of the Corporation with respect to the 1994 Stock Option and Stock Award Plan of Bankers Trust New York Corporation and Affiliates, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director and/or Officer of the Corporation to one or more Registration Statements to be filed with the Securities and Exchange Commission with respect thereto, to any and all amendments, including pre- and post- effective amendments, to the said Registration Statements and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that the said attorneys and agents, or any of them, has done, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents. June 21, 1994 Bankers Trust New York Corporation /s/ Charles S. Sanford, Jr. By __________________________________ CHARLES S. SANFORD, JR. CHAIRMAN OF THE BOARD /s/ Charles S. Sanford, Jr. _____________________________________ CHARLES S. SANFORD, JR. CHAIRMAN OF THE BOARD OF DIRECTORS (PRINCIPAL EXECUTIVE OFFICER) /s/ Timothy T. Yates _____________________________________ TIMOTHY T. YATES EXECUTIVE VICE PRESIDENT AND CONTROLLER (PRINCIPAL FINANCIAL OFFICER) /s/ Geoffrey M. Fletcher _____________________________________ GEOFFREY M. FLETCHER SENIOR VICE PRESIDENT (PRINCIPAL ACCOUNTING OFFICER) June 21, 1994 /s/ George B. Beitzel Director - ------------------------------------- GEORGE B. BEITZEL /s/ William R. Howell Director - ------------------------------------- WILLIAM R. HOWELL /s/ Jon M. Huntsman Director - ------------------------------------- JON M. HUNTSMAN /s/ Vernon E. Jordan Jr. Director - ------------------------------------- VERNON E. JORDAN, JR. /s/ Hamish Maxwell Director - ------------------------------------- HAMISH MAXWELL /s/ Donald F. McCollough Director - ------------------------------------- DONALD F. MCCOLLOUGH /s/ N. J. Nicholas Jr. Director - ------------------------------------- N. J. NICHOLAS JR. /s/ Russell E. Palmer Director - ------------------------------------- RUSSELL E. PALMER /s/ Didier Pineau-Valencienne Director - ------------------------------------- DIDIER PINEAU-VALENCIENNE June 21, 1994 /s/ Eugene B. Shanks, Jr. Director - ------------------------------------- EUGENE B. SHANKS JR. /s/ Patricia Carry Stewart Director - ------------------------------------- PATRICIA CARRY STEWART /s/ George J. Vojta Director - ------------------------------------- GEORGE J. VOJTA -----END PRIVACY-ENHANCED MESSAGE-----