TRUST AGREEMENT
This TRUST AGREEMENT, dated as of June 9, 1997 (this "Trust
Agreement") among (i) BROAD NATIONAL BANCORPORATION, a New Jersey
corporation (the "Depositor"), and (ii) BANKERS TRUST (DELAWARE),
a Delaware banking corporation (the "Trustee"). The Depositor
and the Trustee hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known
as "BNB Capital Trust" in which name the Trustee, or the
Depositor to the extent provided herein, may engage in the
transactions contemplated hereby, make and execute contracts, and
xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and
sets over to the Trustee the sum of $10. The Trustee hereby
acknowledges receipt of such amount in trust from the Depositor,
which amount shall constitute the initial trust estate. The
Trustee hereby declares that it will hold the trust estate in
trust for the Depositor. 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.
Section 3801, et seq. (the "Business Trust Act"), and that this
document constitutes 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 Depositor and the Trustee will enter into an
amended and restated Trust Agreement, 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 the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such
amended and restated Trust Agreement, 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.
4. The Depositor and the Trustee hereby authorize and
direct the Depositor, as the sponsor of the Trust, (i) to file
with the Securities and Exchange Commission (the "Commission")
and execute, in each case on behalf of the Trust, (a) the
Registration Statement on Form S-2 (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 Nasdaq Stock Market or any national stock exchange (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 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 as shall be necessary or
desirable to register the Preferred Securities under the
securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities,
among the Trust, the Depositor and the Underwriter named therein,
substantially in the form included as an exhibit to the 1933 Act
Registration Statement. In connection with the filings referred
to above, the Depositor hereby constitutes and appoints Xxxxxx X.
Xxxx and Xxxxx Xxxxx, and each of them, as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or in the Depositor's name,
place and stead, in 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
Exchange 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 the Depositor 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 Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be one (1) 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
Depositor which may increase or decrease the number of Trustees;
provided, however, that to the extent required by the Business
Trust Act, one Trustee 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 and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is
entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty (30) days' prior
notice to the Depositor.
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
Trust Agreement to be duly executed as of the day and year first
above written.
BROAD NATIONAL BANCORPORATION,
as Depositor
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Chairman of the Board and
Chief Executive Officer
BANKERS TRUST (Delaware),
as Trustee
By: /s/ M. Xxxx Xxxxxxx
Name: M. Xxxx Xxxxxxx
Title: Assistant Secretary
