Exhibit 4
Exhibit 4.4
DECLARATION OF TRUST
OF
ARROW CAPITAL TRUST I
THIS DECLARATION OF TRUST is made as of November 19, 1999 (this "Trust Agreement"), by and between Arrow Financial Corporation, a New York 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 "Arrow Capital Trust I" (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 ten dollars ($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. 3801, et seq. (the "Business Trust Act"), and that this document 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 accordance with the provisions of the Business Trust Act.
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 Capital Securities
(the "Capital Securities") and the Common Securities (the "Common Securities") referred to in the Offering Memorandum (as hereinafter defined). 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 or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise. 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 distribute one or more offering memoranda in preliminary and final form, including any necessary or desirable amendments, relating to the offering
and sale of Capital Securities of the Trust in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and such other 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 Capital Securities of the Trust (the "Offering Memorandum"); (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 Capital 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 cause the Capital Securities to be listed, if and at such time as determined by the Sponsor, with the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing or quotation of the
Capital Securities of the Trust; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the Capital Securities of the Trust; (v) to execute, deliver and perform on behalf of the Trust one or more
underwriting or purchase agreements, registration rights agreements or covenants, dealer manager agreements, escrow agreements, subscription agreements and other similar or related agreements providing for or relating to the sale of the Capital Securities
of the Trust; and (vi) to execute on behalf of the Trust any and all documents, papers and instruments as may be desirable in connection with any of the foregoing. Notwithstanding anything to the contrary contained herein, the Trust shall be authorized to
issue and sell the Capital Securities at an offering price per Capital Security to be determined by the Sponsor in its sole and absolute discretion, including, without limitation, at an offering price that is less than the liquidation amount thereof,
which offering price shall be specified in the offering material relating thereto and the Common Securities shall be issued and sold at an offering price per Common Security that is equal to the offering price per Capital Security.
In the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission or state securities or Blue Sky laws to be executed on behalf of the Trust by a Trustee, the Trustee or any trustee of the Trust
appointed pursuant to Section 6 hereof, 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 any such trustee of
the Trust, 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 or state securities or Blue Sky laws.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be one 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
(but not below one) 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 Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).
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.
ARROW FINANCIAL CORPORATION,
as Sponsor
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: President and Chief Executive Officer
CHASE MANHATTAN BANK DELAWARE, not in its individual capacity but solely as trustee of the Trust
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
3
