EXHIBIT 4 (f)
DECLARATION OF TRUST
OF
DIME CAPITAL TRUST II
THIS DECLARATION OF TRUST is made as of April 4, 1997 (this "Declaration"),
by and between, Dime Bancorp, Inc., an Delaware corporation, as sponsor (the
"Sponsor"), and Chase Manhattan Bank Delaware, a Delaware banking corporation,
as trustee (the "Trustee"). The Sponsor and the Trustee hereby agree as
follows:
1. The trust created hereby shall be known as "Dime Capital Trust II"
(the "Trust"), in which name the Trustee 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
Trust the sum of $10. Such amount shall constitute the initial trust estate.
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
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constitute 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 such form as the Trustee may approve.
3. The Sponsor and the Trustee will enter into an amended and restated
Trust Agreement or Declaration satisfactory to each such party 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 Trust Agreement or
Declaration, the Trustee shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law.
Notwithstanding the foregoing, the Trustee may take all actions deemed proper as
are necessary to effect the transactions contemplated herein.
4. The Sponsor, as sponsor of the Trust, is hereby authorized, in its
discretion, (i) to prepare and file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "1933 Act") one or more
registration statements on Form S-3 in preliminary and final form relating to
the offering and sale of Preferred Securities of the Trust 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 Preferred Securities of the Trust and/or to prepare one or more offering
circulars relating to an offering exempt from registration under the 1933 Act;
(ii) 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 that shall be necessary or desirable to
register or establish the exemption from registration of the Preferred
Securities of the trust under the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iii) to execute and file an application, and all other applications,
statements, certificates, agreements and other instruments that shall be
necessary or desirable, to The Depository Trust Company ("DTC") and/or the
Private Offerings, Resales and Trading through Automated Linkages ("PORTAL")
Market and, if and at such time as determined by the Sponsor, to the New York
Stock Exchange or any other national stock exchange or the NASDAQ National
Market for listing or quotation of the Preferred Securities of the Trust; (iv)
to execute and deliver letters or documents to, or instruments for filing with a
depository relating to the Preferred Securities of the Trust; and (v) to
execute, deliver and perform on behalf of the Trust one or more underwriting
agreements, purchase agreements, registration rights agreements, dealer manager
agreements, escrow agreements and other related agreements providing for or
relating to the sale of the Preferred Securities of the Trust.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, DTC, PORTAL or state securities
or Blue Sky laws to be executed on behalf of the Trust by the Trustee, the
Trustee, in its capacity as trustee of the Trust, 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 the Trustee, in its capacity
as 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 by the rules
and regulations of the Commission, PORTAL or state securities or Blue Sky laws.
5. This Declaration may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be one (1) 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 Sponsor 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. Subject to the foregoing, the sponsor 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 notice to the Sponsor.
7. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
8. To the fullest extent permitted by applicable law, the Sponsor shall
indemnify and hold harmless the Trustee from and against any loss, damages of
claim incurred by the Trustee by reason of any act or omission performed or
omitted by the Trustee in good faith on behalf of the Trust and in a matter the
Trust reasonably believed to be within the scope of
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authority conferred on the Trustee by this Declaration, except that the Trustee
shall not be entitled to be indemnified in respect of any loss, damage or claim
incurred by the Trustee by reason of gross negligence or willful misconduct with
respect to such acts or omissions.
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be
duly executed as of the day and year first above written.
DIME BANCORP, INC. as Sponsor
By: /s/ D. Xxxxx Xxxxx
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Name:D. Xxxxx Xxxxx
Title:Treasurer
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as trustee of
the Trust.
By: /s/ Xxxx X. Xxxxxx
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Name:Xxxx X. Xxxxxx
Title:Senor Trust Officer
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