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EXHIBIT 4.23
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DECLARATION OF TRUST
OF
PROVIDENT CAPITAL TRUST IV
This DECLARATION OF TRUST, dated as of December __, 1999, is entered by
and among PROVIDENT FINANCIAL GROUP, INC., an Ohio corporation, as sponsor (the
"Sponsor"), CHASE MANHATTAN BANK DELAWARE, a Delaware banking corporation, as
trustee (the "Delaware Trustee"), THE CHASE MANHATTAN BANK, a New York banking
corporation, as trustee (the "Property Trustee"), and XXXXXXXXXXX X. XXXXX, XXXX
X. XXXXX and XXXXXX XXXXX, as trustees (the "Regular Trustees" and 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 IV", 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. Sec. 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.
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 and file 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
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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 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
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to the Sponsor.
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 Sec. 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:
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Name:
Title:
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By:
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Name:
Title:
THE CHASE MANHATTAN BANK,
as Property Trustee
By:
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Name:
Title:
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XXXXXXXXXXX X. XXXXX, as Regular Trustee
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XXXX X. XXXXX, as Regular Trustee
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XXXXXX XXXXX, as Regular Trustee
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