DECLARATION OF TRUST, dated as of October 1, 2001, among Household
International, Inc., a Delaware corporation, as Sponsor, and BNY Midwest Trust
Company, The Bank of New York (Delaware), Xxxxxxxx X. Xxxx, Xx., Xxxxxx X.
XxXxxxxx and Xxxxxx X. Xxxxxx, as Trustees. The Sponsor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "Household Capital Trust
VII", in which name the Trustees, or the Sponsor to the extent provided herein,
may conduct the business of the Trust, make and execute contracts, and xxx and
be sued.
2. The Sponsor 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 Sponsor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Sponsor. It is the intention of the parties hereto that the Trust
created hereby constitutes a business trust under Chapter 38 of title 12 of the
Delaware Code, 12 Del. C. Sections 3801 et seq. (the "Business Trust Act"), and
that this document constitutes 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 substantially in the form attached
hereto or in such other form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as Exhibit 4(d) to the 1933 Act Registration Statement referred to
below, or in such other form as the Trustees may approve, to provide for the
contemplated operation of the Trust created hereby and the issuance of the Trust
Preferred Securities and common interests referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect of 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. However, notwithstanding
the foregoing, all Trustees may take all actions deemed proper as are necessary
to effect the transactions contemplated herein.
4. The Sponsor and the Trustees hereby authorize and direct the Sponsor,
as the agent 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 "1933 Act Registration
Statement") including pre-effective or post-effective amendments to such
Registration Statement, relating to the registration under the Securities Act of
1933, as amended, of the Trust Preferred Securities of the Trust and (b) a
Registration Statement on Form 8-A (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments thereto) relating to
the Registration of the Trust Preferred Securities of the Trust under Section
12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the
New York Stock Exchange and execute on behalf of the Trust a listing application
and all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Trust Preferred
Securities of the Trust to be listed on the New York Stock Exchange; (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 shall be necessary or desirable to register the
Trust Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iv) to execute and deliver letters or documents to, or instruments
for filing with, a depository relating to the Trust Preferred Securities of the
Trust; and (v) to execute, deliver and perform on behalf of the Trust one or
more underwriting agreements,
dealer manager agreements, escrow agreements and other related agreements
providing for or relating to the sale of the Trust Preferred Securities of the
Trust. The Trustees further hereby ratify and approve all actions having
previously been taken with respect to the foregoing. In the event that any
filing referred to in clauses (i) - (iii) above is required by the rules and
regulations of the Commission, the New York Stock Exchange or state securities
or blue sky laws or is advised by the Sponsor, to be executed on behalf of the
Trust by the Trustees, Xxxxxxxx X. Xxxx, Xx., Xxxxxx X. XxXxxxxx and Xxxxxx X.
Xxxxxx, in their capacities as Trustees of the Trust, are 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 neither The Bank of New York
(Delaware) or BNY Midwest Trust Company in its capacity as Trustee of the Trust,
shall be required to join in any such filing or execute on behalf of the Trust
any such document unless required by the rules and regulations of the
Commission, the New York Stock Exchange or state securities or blue sky laws. In
connection with all of the foregoing, the Sponsor and each such Trustee, solely
in its capacity as Trustee of the Trust, hereby constitutes and appoints Xxxx X.
Xxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxx X. XxxxxxXxxxx, and each of them, as his,
her or its, as the case may be, true and lawful attorneys-in-fact, and agents,
with full power of substitution and resubstitution, for the Sponsor or such
Trustee or in the Sponsor's or such Trustee's name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Sponsor or such Trustee might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be five (5) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor which may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than three (3); and provided, further that to the extent required
by the Business Trust Act, one Trustee 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. Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. The Trustees may resign upon thirty days prior notice to
the Sponsor; provided, however, that no resignation of The Bank of New York
(Delaware) shall be effective until a successor Delaware Trustee has been
appointed and has accepted such appointment by instrument executed by such
successor Delaware Trustee and delivered to the Trust, the Sponsor and The Bank
of New York (Delaware).
7. To the fullest extent permitted by applicable law, the Sponsor agrees
to indemnify the Trustees and any officers, directors, shareholders, members,
partners, employees, representatives, nominees, custodians or agents of the
Trustees (each of such persons being referred to as an "Indemnified Person")
for, and to hold each Indemnified Person harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating, any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this paragraph 7 shall
survive the termination of this Declaration.
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.
HOUSEHOLD INTERNATIONAL, INC.
as Sponsor
By: /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President-Corporate Law
BNY MIDWEST TRUST COMPANY,
as Trustee
By: /s/ X. XXXXXX
--------------------------------
Name: X. Xxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK (DELAWARE),
as Trustee
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: SVP
/s/ X.X. XXXX, XX.
-----------------------------------
X. X. Xxxx, Xx.
as Trustee
/s/ XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
as Trustee
/s/ XXXXXX X. XXXXXXXX
-----------------------------------
Xxxxxx X. XxXxxxxx
as Trustee
