0000950130-96-000919 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 1996 • Bankers Trust New York Corp • State commercial banks

We, as lead manager for the several Underwriters (the "Managers"), understand that Bankers Trust New York Corporation, a New York corporation (the "Corporation"), proposes to issue and sell $150,000,000 aggregate principal amount of its 7-1/8% Subordinated Notes due March 15, 2006 (the "Securities") to the Underwriters named in Schedule I hereto (the "Underwriters"). The terms of the Securities are set forth in the Registration Statement and Basic Prospectus referred to in the provisions incorporated herein by reference, as supplemented by a Prospectus Supplement dated March 19, 1996. The Securities will be issued pursuant to an Indenture, dated as of April 1, 1992, as supplemented by the First supplemental Indenture thereto, dated as of January 15, 1993 (the "Indenture"), between the Corporation and Marine Midland Bank, as Trustee (the "Trustee").

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