EXHIBIT 3.4
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of September 15, 1998 (this "Trust
Agreement"), between PENNSYLVANIA MANUFACTURERS CORPORATION, a Pennsylvania
corporation (the "Depositor"), and THE BANK OF NEW YORK (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 "PMC Capital
I" 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 Secretary of State of the State of Delaware 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 Capital 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 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-3 (the "1933 Act Registration
Statement"), including any pre-effective or post-effective amendment to the 1933
Act Registration Statement (and any registration statement filed pursuant to
Rule 462 promulgated pursuant to the Securities Act of 1933, as amended),
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 Section 12(g) of
the Securities Exchange Act of 1934,
as amended; (ii) to file with The Nasdaq National Market or other 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
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 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 and deliver 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 an
exhibit to the 1933 Act Registration Statement. In connection with the filings
referred to above, the Depositor hereby constitutes and appoints Xxxxxxx X.
XxXxxxxxx and Xxxxxx X. Xxxxxxxx, 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 any and all capacities, to sign any and all amendments (including post-
effective amendments) to the 1933 Act Registration Statement (and any
registration statement filed pursuant to Rule 462 promulgated pursuant to the
Securities Act of 1933, as amended) and the 1934 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, any
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 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.
PENNSYLVANIA MANUFACTURERS
CORPORATION, as Depositor
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President of Finance
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THE BANK OF NEW YORK (DELAWARE),
as Trustee
By: /s/ Xxxx Xxxx Xxxxxxxxx
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Name: Xxxx Xxxx Xxxxxxxxx
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Title: Authorized Signatory
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