EXHIBIT 4.3
DECLARATION OF TRUST
OF
BT PREFERRED CAPITAL TRUST I
DECLARATION OF TRUST, dated as of October 28, 1996, between Bankers
Trust New York Corporation, a New York corporation, as "Depositor", and
Wilmington Trust Company, as "Trustee". The Depositor and the Trustee hereby
agree as follows:
1. The trust created hereby shall be known as BT Preferred Capital
Trust I (the "Trust"), in which name the Trustee, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustee the sum of $10. The Trustee hereby acknowledges receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustee will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an exhibit to the Securities Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
amended and restated Declaration of Trust, the Trustee shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange
Commission (the "Commission") and execute, in each case on behalf of the Trust
(a) the Registration Statement on Form S-3 (the "Securities Act Registration
Statement"), including all pre-effective or post-effective amendments thereto
(including the prospectus and the exhibits contained therein or forming a part
thereof), relating to the registration under the Securities Act of 1933, as
amended, of the Preferred Securities of the Trust and certain other securities
and (b) a Registration Statement on Form 8-A (the "Exchange Act Registration
Statement"), including all pre-effective and post-effective amendments thereto
(including the exhibits contained therein or forming a part thereof), relating
to the registration of the Preferred Securities of the Trust under Section 12 of
the Securities Exchange Act of 1934, as amended; (ii) to file with one or more
national securities exchanges (each, an "Exchange") or the National Association
of Securities Dealers ("NASD") and execute on behalf of the Trust a listing
application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as the Depositor, on behalf of the Trust, may deem necessary or
desirable to register the Preferred Securities under the securities or "Blue
Sky" laws; (iv) to execute on behalf of the Trust such Underwriting Agreements
with one or more underwriters relating to the offering of the Preferred
Securities as the Depositor, on behalf of the Trust, may deem necessary or
desirable; and (v) to execute on behalf of the Trust any and all documents,
papers and instruments as may be desirable in connection with any of the
foregoing. If any filing referred to in clauses (i), (ii) and (iii) above is
required by the rules and regulations of the Commission, any Exchange, the NASD
or state securities or Blue Sky laws, to be executed on behalf of the Trust by a
Trustee, the Depositor and any trustee of the Trust appointed pursuant to
Section 6 hereof are hereby authorized to join in any such filing and to execute
on behalf of the Trust any and all of the foregoing.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The Trustee shall initially be the only trustee of the Trust.
Thereafter, the Depositor may increase or decrease (but not below one) the
number of trustees of the Trust by executing a written instrument
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fixing such number; provided, however, that so long as it is required by the
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Business Trust Act, one trustee of the Trust shall be either a natural person
who is a resident of the State of Delaware or an entity other than a natural
person that has its principal place of business in the State of Delaware and
that, in either case, otherwise meets the requirements of applicable Delaware
law. Subject to the foregoing, the Depositor is entitled to appoint or remove
without cause any trustee at any time. The Trustee may resign upon thirty days'
prior notice to the Depositor.
7. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
BANKERS TRUST NEW YORK CORPORATION, as Depositor
By: /s/ Xxxxxx X. Xxxxxx Xx.
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Name: XXXXXX X. XXXXXX XX.
Title: SENIOR VICE PRESIDENT
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
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