EXHIBIT 8(g)
CUSTODIAN AGREEMENT
AGREEMENT made as of this 13th day of June, 1983, between Provident
National Bank, a Pennsylvania corporation having a place of business at 00xx &
Xxxxxxxx Xxxxxx Xxxxx., XX (hereinafter called the "Company"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts banking corporation, having its
principal place of business at Boston, Massachusetts (hereinafter called "State
Street").
WITNESSETH THAT:
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In consideration of the mutual agreements herein contained by the
Company and State Street hereby agree as follows:
1. The Company agrees to and does hereby appoint State Street its
Custodian and Agent, and agrees that State Street shall retain all
securities received from the Company at State Street Bank & Trust
Company, 00 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxx.
2. All securities delivered to State Street (other than bearer
securities) shall be properly endorsed and in form for transfer or in
the name of a nominee of State Street.
3. State Street shall have the following powers and perform the following
duties:
A. To keep safely the securities of the Company and on behalf of the
Company, from time to time, to receive delivery of certificates
for safekeeping. Securities of the Company may be maintained by
State Street at its premises, or upon receipt of proper
instructions from the Company and a representation that no rule
or regulation applicable to
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the Company prohibits the safekeeping of the Company's securities
in a foreign depository or in a book-entry system, at a sub-
custodian bank or in a book-entry system for the central handling
of securities. State Street shall maintain records of all
receipts, deliveries and locations of such securities, together
with a current inventory thereof.
B. To register securities of the Company by State Street in the name
of the nominee of State Street.
C. Upon receipt of proper instructions, and insofar as cash is
available for the purpose, to pay for and receive all securities
purchased for the account of the Company and to collect all
dividends, interest, or other distributions of the issuer, due
the purchaser.
D. Upon receipt of proper instructions, to exchange securities held
by it for the account of the Company for other securities or for
other securities and cash, and to expend cash, in connection with
any merger, consolidation, reorganization, recapitalization
split-up of shares, changes of par value or conversion or in
connection with the exercise of subscription or purchase rights,
or otherwise.
E. Upon receipt of proper instructions to make delivery of
securities which have been sold for the account of the Company,
or which have been called, redeemed, retired, or otherwise become
payable, upon payment therefor. All such payments are to be made
in cash, by a certified check or a treasurer's or cashier's check
of a bank or in the case of
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delivery through a securities depository, by credit by the
securities depository, all in accordance with street custom.
F. Promptly to execute all proxies in favor of management unless
otherwise directed and to mail said proxies to the address
specified.
4. State Street shall have and perform the following additional powers
and duties:
A. To retain cash of the Company in the banking department of an
agent bank in a separate account or accounts in the name of State
Street for the account of the Company, subject only to draft or
order by State Street acting pursuant to the terms of this
Agreement. State Street reserves the right to reverse erroneous
entries to the Company's account and to charge the account for
the amount of securities for which payment has not been made.
B. To collect, receive and deposit in the bank account maintained
pursuant to Paragraph 4(A) all income and other payments with
respect to the securities held hereunder.
C. Except as otherwise agreed to in writing, any securities or other
property of the Company at any time in the possession of State
Street may at all times be held and treated as collateral for the
payment of securities for which payment has not been made.
D. To render reports as agreed upon from time to time between both
parties.
5. State Street shall be deemed to have received proper instructions upon
receipt of written instructions signed by a majority of the Board of
Directors of the
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Company or by one or more persons as the Board of Directors shall have
from time to time authorized to give the particular instructions in
question. Different persons may be authorized to give instructions
for different purposes. A certified copy of a resolution or action of
the Board of Directors of the Company may be received and accepted by
State Street as conclusive evidence of the authority of any such
person or persons to act and may be considered as in full force and
effect until receipt of written notice to the contrary. Such
instructions may be general or specific in terms, and unless specified
to the contrary, State Street is authorized to act upon such
instructions whether given orally, by telephone, telex or otherwise.
6. State Street shall be kept indemnified by the Company and be without
liability for any action taken or thing done by it in carrying out the
terms and provisions of this Agreement provided that State Street has
acted in good faith and has not been guilty of gross negligence.
State Street shall have no more or less responsibility or liability to
the Company on account of any action or omission of any subcustodian
employed by State Street than any such subcustodian has to State
Street.
7. The Company shall pay to State Street the compensation set forth in
Exhibit A hereto until a different compensation shall be agreed upon
in writing between the parties together with United Kingdom Value
Added Tax (if any) hereon and any other includable expenses incurred
in connection herewith.
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8. If State Street has issued to the Company a test key security system
in order that State Street may verify that certain transmission of
information has been originated by the Company, the Company hereby
agrees:
A. To indemnify State Street against and to save State Street
harmless from all liability, claims, loss and demands whatsoever,
including attorney's fees, howsoever arising or incurred because
of or in connection with State Street's relying on receipt of a
test key to authenticate previous transmission received by State
Street apparently from the Company.
B. To cause the Company's internal auditors to verify to State
Street from time to time that use of and access to the test key
system is restricted to authorized employees.
C. To cause the Company's independent auditors to certify to State
Street on an annual basis that use of, and access to, the test
key system is restricted to authorized employees.
9. These provisions may be altered in any manner and to any extent by
written agreement between the Company and State Street.
10. Either party may terminate this Agreement by notice in writing
delivered or mailed to the other party hereto not less than thirty
(30) days prior to the date on which such termination shall take place
and thereupon this Agreement shall terminate in accordance with such
notice and all property then held shall be delivered to the Company or
upon its order to its successor.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name on its behalf by a duly authorized officer
as of the day and year first above written.
STATE STREET BANK AND TRUST COMPANY
By:
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By:
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PROVIDENT NATIONAL BANK
