EX-4.9




 Exhibit 4.9 

 

					
		 	 Delaware
	  	            PAGE    1
		 	The First State	  	

 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED
IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STATUTORY TRUST REGISTRATION OF “SAFC STATUTORY TRUST I”, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF FEBRUARY, A.D. 2006, AT 5:57 O’CLOCK P.M. 

 

											
		  	 




	  		  	 




  

		  	  	  	Harriet Smith Windsor, Secretary of State
	4112022        8100	  	  	  		  	AUTHENTICATION:	  	4531788
	  
 060149700
	  	  	  		  	DATE:	  	02-17-06









 CERTIFICATE OF TRUST 

OF 
 SAFC
STATUTORY TRUST I 
 THIS Certificate of Trust of SAFC Statutory Trust I (the “Trust”) is being duly executed and
filed on behalf of the Trust, by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”). 

1. Name. The name of the statutory trust formed by this Certificate of Trust is SAFC Statutory Trust I. 

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Wilmington Trust
Company, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration. 
 3. Effective
Date. This Certificate of Trust shall be effective upon filing. 
 IN WITNESS WHEREOF, the undersigned has duly executed
this Certificate of Trust in accordance with Section 3811(a)(1) of the Act. 
  

			
	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee
		
	By:	 	 




  

	Name:	 	Christopher Monigle
	Title:	 	Assistant Vice President


  

					
	 	 	 	  	State of Delaware
		 		  	Secretary of State
		 		  	Division of Corporations
		 		  	Delivered 05:57 PM 02/16/2006
	RLF1-2981963-1	 		  	 FILED 05:57 PM 02/16/2006

SRV 060149700 – 4112022 FILE










 DECLARATION OF TRUST 

This DECLARATION OF TRUST is made this 16 day of February, 2006 (this “Declaration of Trust”), by and among
(i) Southwestern American Financial Corporation, an Ohio corporation (the “Depositor”), (ii) Wilmington Trust Company, a banking corporation organized under the laws for the State of Delaware, as trustee (the
“Trustee”), and (iii) Jerome E. Grabowski and Henry E. Bedford, each an individual, as administrators (each an “Administrator” and collectively, the “Administrators”). The Depositor, the Trustee and the
Administrators hereby agree as follows: 
 1. The trust created hereby (the “Trust”) shall be known as “SAFC
Statutory Trust 1,” in which name the Trustee, the Administrators or the Depositor, to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued. 

2. The Depositor hereby assigns, transfers, conveys and sets over to the Trustee the sum of $10.00. 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 constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq. (the “Statutory 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 (the “Certificate of Trust”) with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act. 

3. The Depositor, the Trustee and the Administrators 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 Fixed/Floating Rate Capital Securities and Fixed/Floating Rate Common Securities referred to therein (the “Securities”). Prior to the
execution and delivery of such amended and restated Declaration of Trust, other than (i) the filing of the Certificate of Trust in accordance with Section 2 herein and as further contemplated in Section 4 herein and (ii) entering
into a Placement Agreement among the placement agents, the Depositor and the Trust, neither the Trustee nor the Administrators shall have any duty or liability with respect to the administration of the trust estate, the investment of the
Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and no implied obligations shall be inferred from this Declaration of Trust on the part of the Trustee or the
Administrators. 
 (i) The Trustee and the Administrators accept the trusts hereby created and agree to perform their duties
hereunder with respect to the same but only upon the terms of this Declaration of Trust. Neither the Trustee nor the Administrators shall be personally liable under any circumstances, except for their own willful misconduct or gross negligence. In
particular, but not by way of limitation: 
 (A) No provision of this Declaration of Trust shall require the Trustee or the
Administrators to expend or risk their personal funds or otherwise incur any financial liability in the performance of their rights or duties hereunder, if the Trustee or any Administrator shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; 
 (B) Under no
circumstance shall the Trustee or the Administrators be personally liable for any representation, warranty, covenant or indebtedness of the Trust; 
 (C) Neither the Trustee nor the Administrators shall have liability for their action or inaction taken in good faith; 








 (D) All funds deposited with the Trustee hereunder may be held in a non-interest bearing
trust account and the Trustee shall not be liable for any interest thereon; and 
 (E) To the extent that, at law or in equity,
the Trustee or the Administrators have duties and liabilities relating thereto to the Trust, such duties and liabilities are replaced by the terms of this Declaration of Trust. 

(ii) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction
other than the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state
or other governmental authority or agency of any jurisdiction other than, in the case of the Trustee, the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political
subdivision thereof in existence becoming payable by Wilmington Trust Company, or (iii) subject Wilmington Trust Company to personal jurisdiction in any jurisdiction other than the State of Delaware, as the case may be, for causes of action
arising from acts unrelated to the consummation of the transactions by the Trustee, as the case may be, contemplated hereby. 

(iii) Except as expressly provided in this Section 3, in accepting and performing the trusts hereby created, the Trustee acts solely
as Trustee hereunder and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration of Trust shall look only to the Trust’s properly for payment or
satisfaction thereof. 
 (iv) The Trustee may resign without cause at any time so long as Trustee provides the Depositor and the
Administrators at least thirty days’ prior written notice of such resignation. If no successor has been appointed within such thirty day period, the Trustee may, at the expense of the Trust, petition a court of competent jurisdiction to appoint
a successor trustee. 
 4. The Depositor, the Administrators and the Trustee hereby authorize and direct the Depositor, as the
sponsor of the Trust, 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, oh behalf of the Trust, may deem necessary or desirable. In the event that any filing referred to above is required by the rules and
regulations of the state securities or blue sky laws to be executed on behalf of the Trust by one or more of the Administrators, each of the Administrators, in its or his capacity as an Administrator of the Trust, is hereby authorized and, to the
extent so required, 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 Wilmington Trust Company in its capacity as a Trustee of the Trust shall not be required to join in
any such filing or execute on behalf of the Trust any such documents unless required by the rules and regulations of the state securities or blue sky laws. In connection with the filings referred to above, the Depositor and Jerome E. Grabowski and
Henry E. Bedford each as Administrator and not in their individual capacities, hereby constitutes and appoints Jerome E. Grabowski and Henry E. Bedford 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 such Administrator or in the Depositor’s or such Administrator’s name, place and stead, in any and all capacities, to sign any and all documents with the administrators of the 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 Administrator might or could do in person, hereby ratifying and confirming ail 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.


  
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 5. The Administrators hereby authorize and direct the Depositor to negotiate the placement
agreement, to be entered into among the Trust, the Depositor and the placement agents therein relating to the sale and issuance of the Securities, on behalf of the Trust. 
 6. This Declaration of Trust may be executed in one or more counterparts. 
 7. The
number of Administrators initially shall be two and thereafter the number of Administrators 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
Administrators. Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any Administrator or the Trustee at any time. The Trustee or any Administrator may resign upon 30 days’ prior written notice to the
Depositor. 
 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 principles). 
 Signatures appear on the following page 

  
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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. 
  

			
	SOUTHWESTERN AMERICAN FINANCIAL CORPORATION, as Depositor
		
	By:	 	 




  

		
	Name:	 	 J. E. Grabowski

		
	Title:	 	 CFO – Senior Vice President

	
	WILMINGTON TRUST COMPANY, as Trustee
		
	By:	 	 




  

		
	Name:	 	 Christopher Monigle

		
	Title:	 	 Assistant Vice President

		
	By:	 	 




  

		 	Jerome E. Grabowski, as Administrator
		
	By:	 	 




  

		 	Henry E. Bedford, as Administrator



  
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