Exhibit 4.25
DECLARATION OF TRUST
This DECLARATION OF TRUST, dated as of September 8, 1999
(this "Declaration"), among (i) Sovereign Bancorp Inc., a
Pennsylvania corporation (the "Depositor"), (ii) The Bank of New
York (Delaware), a Delaware banking corporation, as trustee,
(iii) The Bank of New York, a New York banking corporation, as
trustee, and (iv) Xxxx X. XxXxxxxx and Xxxxxxxxx Blue, each an
individual, as trustees (each of such trustees in (ii), (iii) and
(iv) a "Trustee" and collectively, the "Trustees"). The
Depositor and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be
known as "Sovereign Capital Trust IV" in which name the Trustees,
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 Trustees the sum of $10. The Trustees
hereby acknowledge receipt of such amount in trust from the
Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they 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 Trustees are 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 Trustees will enter into an
amended and restated Declaration, 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 Capital Securities and Common Securities referred
to therein. Prior to the execution and delivery of such amended
and restated Declaration, 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 of any licenses,
consents or approvals required by applicable law or otherwise.
4. The Depositor, as the sponsor of the Trust, and
each of the Trustees are hereby authorized (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-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 Capital 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 Capital 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 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
Capital 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 Capital
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 Capital
Securities, among the Trust, the Depositor and the several
Underwriters named therein, substantially in the form included as
an exhibit to the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i), (ii) and (iii) above
is required by the rules and regulations of the Commission, an
Exchange or state securities or blue sky laws, to be executed on
behalf of the Trust by one or more of the Trustees, each of the
individual Trustees, in his capacity as a 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.
In connection with the filings referred to above, the Depositor
and Xxxx X. XxXxxxxx and Xxxxxxxxx Blue, each as a Trustee and
not in his individual capacity, hereby constitutes and appoints
Xxxx X. XxXxxxxx and Xxxxxxxxx Blue, and each of them, as their
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such
Trustee or in the Depositor's or such 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 the Depositor or such
Trustee might or could to 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 may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4)
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 Declaration shall be governed by, and
construed in accordance with, the laws of the State of Delaware
(without regard to conflict of laws of principles).
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration to be duly executed as of the day and year first
above written.
SOVEREIGN BANCORP INC., as
Depositor
By: /s/ Xxxx X. XxXxxxxx
Name: Xxxx X. XxXxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK (DELAWARE), as
Trustee of the Trust
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
THE BANK OF NEW YORK, as Trustee of
the Trust
By: /s/ Van X. Xxxxx
Name: Van X. Xxxxx
Title: Assistant Vice President
/s/ Xxxx X. XxXxxxxx
XXXX X. XxXXXXXX, as Trustee of the
Trust
/s/ Xxxxxxxxx Blue
XXXXXXXXX BLUE, as Trustee of the
Trust
