DECLARATION OF TRUST
This Declaration of Trust, dated as of April 9, 1997 (this "Declaration of
Trust"), among (i) Banknorth Group, Inc., a Delaware corporation, as sponsor
(the "Sponsor"), (ii) The First National Bank of Chicago, a national banking
association, as property trustee (the "Property Trustee"), (iii) First Chicago
Delaware Inc., a Delaware corporation, as trustee (the "Delaware Trustee"), and
(iv) Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx and Xxxxx X. Xxxxx, each an individual,
as trustees (each an "Administrative Trustee") (each of such trustees in (ii),
(iii) and (iv) a "Trustee" and collectively, the "Trustees"). The Sponsor and
the Trustees hereby agree as follows:
1.The trust created hereby (the "Trust") shall be known as
"Banknorth Capital Trust I" in which name the Trustees, or the Sponsor to the
extent provided herein, may engage in the transactions contemplated hereby, 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 $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Sponsor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust 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. ss. 3801, et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees 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 Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party, 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 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 of any licenses,
consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, (i) to prepare one or more offering
memoranda in preliminary and final form 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; (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 the Private Offerings, Resales and Trading through
Automated Linkages ("PORTAL") Market and, if and at such time as determined by
the Sponsor, to 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; and (v) to execute, deliver and perform on behalf of the Trust One or
more purchase agreements, dealer manager agreements, escrow agreements and other
related agreements providing for or relating to the sale of the Capital
Securities of the Trust.
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, 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
Sponsor 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 Sponsor.
7. First Chicago Delaware Inc., in its capacity as Trustee, shall
not have the powers or duties of the Trustees 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 Section 3807 of the
Business Trust Act.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws of principles).
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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.
BANKNORTH GROUP, INC.,
as Sponsor
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President & Chief Executive
Officer
THE FIRST NATIONAL BANK OF CHICAGO,
as Property Trustee
By:
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Name:
Title:
FIRST CHICAGO DELAWARE INC.,
as Delaware Trustee
By:
----------------------------------------
Name:
Title:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, as Administrative Trustee
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, as Administrative Trustee
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, as Administrative Trustee
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