Exhibit 4(f)
DECLARATION OF TRUST
OF
PROVIDENT CAPITAL TRUST II
This DECLARATION OF TRUST, dated as of May 14, 1999, is entered by
and among PROVIDENT FINANCIAL GROUP, INC., an Ohio corporation, as Sponsor,
CHASE MANHATTAN BANK DELAWARE, as the initial Delaware Trustee, THE CHASE
MANHATTAN BANK, as the initial Property Trustee, and XXXXXXXXXXX X. XXXXX, XXXX
X. XXXXX and XXXXXX XXXXX, as Regular Trustees (collectively with the Delaware
Trustee and the Property Trustee, the "Trustees"). The Sponsor and the Trustees
hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as
"Provident Capital Trust II", 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 Trust the sum of Ten Dollars ($10.00). The Trustees hereby acknowledge
receipt of such amount from the Sponsor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the trust
estate for the Sponsor. 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
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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 in the form attached hereto.
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 an exhibit to the 1933 Act Registration
Statement (as defined below)), to provide for the contemplated operation of the
Trust created hereby and the issuance of preferred securities (the "Preferred
Securities") and common securities by the Trust as such securities will be
described 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 to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery and licenses, consents or approvals required by
applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, in each case on behalf of the Trust as sponsor of the Trust, (i) to
prepare for filing with the Securities and Exchange Commission (the
"Commission") (a) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and possibly certain other securities 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
Preferred Securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange or any other national
stock exchange or
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The Nasdaq National Market (each, an "Exchange") and execute on behalf of the
Trust one or more listing 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 of the
Exchanges; (iii) to negotiate and execute an underwriting agreement among the
Trust, the Sponsor and the underwriter(s) thereto relating to the offer and sale
of the Preferred Securities, substantially in the form included or to be
incorporated as an exhibit to the 1933 Act Registration Statement, (iv) to
execute and file such applications, reports, surety bonds, irrevocable consents,
appointments of attorneys for service of process and other papers and documents
as shall be necessary or desirable to register the 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 and (v) to execute and
deliver letters or documents to, or instruments for filing with, a depository
relating to the Preferred Securities of the Trust.
It is hereby acknowledged and agreed that in connection with any
document referred to in clauses (i), (ii) and (iv) above, (A) any Regular
Trustee (or his attorneys-in-fact and agents or the Sponsor as permitted herein)
is authorized to execute such document on behalf of the Trust, provided that the
1933 Act Registration Statement and the 1934 Act Registration Statement shall be
signed by all of the Regular Trustees, and (B) Chase Manhattan Bank Delaware and
The Chase Manhattan Bank, in their capacities as Trustees 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,
the Exchanges or state securities or blue sky laws, and in such case only to the
extent so required. In connection with all of the foregoing, each Regular
Trustee, solely in such Regular Trustee's capacity as Trustee of the Trust,
hereby constitutes and appoints Xxxxxx X. Xxxxxxxx, Xxxxxxxxxxx X. Xxxxx and
Xxxx X. Xxxxx and each of them, as such Regular Trustee's true and lawful
attorneys-in-fact and agent, with full power of substitution and resubstitution,
for such Regular Trustee, in such Regular 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, the Exchanges and administrators
of state securities or blue sky laws, 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 such Regular 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 respective 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 that, to the extent required by the Business Trust
Act, one Trustee shall be an entity that 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.
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7. Chase Manhattan Bank Delaware, in its capacity as trustee, shall
not have the powers or the duties of the Trustee set forth herein (except as may
be required under the Business trust Act) and shall be a Trustee hereunder for
the sole and limited purpose of fulfilling the requirements of (S) 3807(a) of
the Business Trust Act.
8. The Trust may be dissolved and terminated before the issuance of
the Preferred Securities at the election of the Sponsor.
9. This Declaration shall be governed by and construed in accordance
with the laws of the State of Delaware.
[The rest of this page has been left blank intentionally; the signature page
follows.]
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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.
PROVIDENT FINANCIAL GROUP, INC.,
as Sponsor
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Vice President
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Trust Officer
THE CHASE MANHATTAN BANK,
as Property Trustee
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: Authorized Signatory
/s/ XXXXXXXXXXX X. XXXXX
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Xxxxxxxxxxx X. Xxxxx, as Regular Trustee
/s/ XXXX X. XXXXX
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Xxxx X. Xxxxx, as Regular Trustee
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, as Regular Trustee
