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EXHIBIT 3.2
TRUST AGREEMENT
OF
BSB CAPITAL TRUST I
THIS TRUST AGREEMENT is made as of July 16, 1998 (this "Agreement"),
by and among BSB Bancorp, Inc., a Delaware corporation, as depositor (the
"Depositor"), Bankers Trust (Delaware), a Delaware banking corporation, as
Delaware trustee (the "Delaware Trustee") and Bankers Trust Company, a New York
banking corporation, as property trustee (the "Property Trustee", and together
with the Delaware Trustee, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby shall be known as "BSB Capital Trust
I" (the "Trust"), in which name the Trustees or the Depositor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they 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. Section 3801, et seq. (the "Business Trust Act"),
and that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in such form as the Trustees may
approve.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement satisfactory to each such party to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Capital Securities and Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Trust Agreement, the
Property Trustee and the Depositor shall take any action as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise, and may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.
4. The Depositor hereby agrees to (i) reimburse the Trustees for
all reasonable expenses (including reasonable fees and expenses of counsel), and
(ii) indemnify, defend and hold harmless the Trustees and any of the officers,
directors, employees and agents of the Trustees (collectively, including each
Trustee in its individual capacity, the "Indemnified Persons") from and against
any and all losses, damages, liabilities, claims, actions, suits, costs,
expenses, disbursements (including the reasonable fees and expenses of counsel),
taxes and penalties of any kind and nature whatsoever (collectively,
"Expenses"), to the extent that such Expenses arise out of or are imposed upon
or asserted at any time against such Indemnified Persons with respect to the
performance of this Agreement, the creation, operation,
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administration or termination of the Trust, or the transactions contemplated
hereby; provided, however, that the Depositor shall not be required to indemnify
an Indemnified Person for Expenses to the extent such Expenses result from the
willful misconduct, bad faith or negligence of such Indemnified Person.
5. The Depositor, as depositor of the Trust, is hereby
authorized, in its discretion, (i) to prepare and distribute one or more
offering memoranda in preliminary and final form, including any necessary or
desirable amendments, relating to the offering and sale of Capital Securities of
the Trust in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and such forms or filings
as may be required by the 1933 Act, the Securities Exchange Act of 1934, as
amended, or the Trust Indenture Act of 1939, as amended, in each case relating
to the Capital Securities of the Trust; (ii) to prepare, execute and file on
behalf of the Trust, such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents that shall be necessary or desirable to register or establish the
exemption from registration of the Capital Securities of the Trust under the
securities or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf
of the Trust, may deem necessary or desirable; (iii) to prepare, execute and
file an application, and all other applications, statements, certificates,
agreements and other instruments that shall be necessary or desirable, to have
the Capital Securities listed on the Private Offerings, Resales and Trading
through Automated Linkages ("PORTAL") Market and, if and at such time as
determined by the Depositor, with the New York Stock Exchange or any other
national stock exchange or the NASDAQ National Market for listing or quotation
of the Capital Securities of the Trust; (iv) to prepare, execute and deliver
letters or documents to, or instruments for filing with, a depository relating
to the Capital Securities of the Trust; (v) to negotiate, execute, deliver and
perform on behalf of the Trust one or more purchase agreements, registration
rights agreements, escrow agreements, subscription agreements and other similar
or related agreements providing for or relating to the sale and issuance of the
Capital Securities of the Trust and/or any other interests in the Trust; and
(vi) to prepare, execute and deliver on behalf of the Trust any and all
documents, papers and instruments as may be desirable in connection with any of
the foregoing. Any power of the Trustees hereunder to execute any document or
take other action on behalf of the Trust may be exercised by one Trustee acting
alone or by both Trustees acting together.
In the event that any filing referred to in this Section 5 is
required by the rules and regulations of Securities and Exchange Commission (the
"Commission"), PORTAL or state securities or Blue Sky laws to be executed on
behalf of the Trust by one or more Trustees, each Trustee, in its capacity as a
trustee of the Trust, so required to execute such filings is hereby authorized
and directed to join in any such filing and to execute on behalf of the Trust
any and all of the foregoing, it being understood that a Trustee, in its
capacity as a trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required to do
so by the rules and regulations of the Commission, PORTAL or applicable state
securities or Blue Sky laws.
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6. A Trustee shall take such action or refrain from taking such
action under this Agreement as it may be directed in writing by the Depositor
from time to time; provided, however, that a Trustee shall not be required to
take or refrain from taking any such action if it shall have determined, or
shall have been advised by counsel, that such performance is likely to involve
the Trustee in personal liability or is contrary to the terms of this Agreement
or of any document contemplated hereby to which the Trust or the Trustee is a
party or is otherwise contrary to law. If at any time a Trustee determines that
it requires or desires guidance regarding the provision of this Agreement or any
other document, then the Trustee may deliver a notice to the Depositor
requesting written instructions as to the course of action desired by the
Depositor, and such instructions shall constitute full and complete
authorization and protection for actions taken by the Trustee in reliance
thereon.
7. This Trust Agreement may be executed in one or more
counterparts.
8. The number of trustees of the Trust initially shall be two (2)
and thereafter the number of trustees of the Trust shall be such number as shall
be fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law.
Subject to the foregoing, the Depositor is entitled to appoint or remove without
cause any trustee of the Trust at any time. Any trustee of the Trust may resign
upon thirty days' prior written notice to the Depositor.
9. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
BSB BANCORP, INC.,
as Depositor
By:
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Name:
Title:
BANKERS TRUST (Delaware),
as Delaware Trustee of the Trust
By:
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Name:
Title:
BANKERS TRUST COMPANY,
as Property Trustee of the Trust
By:
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Name:
Title:
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