Jurisdiction 53
Section 13.4. Intention of the Parties 53
Section 13.5. Headings 53
Section 13.6. Successors and Assigns 53
Section 13.7. Partial Enforceability 53
Section 13.8. Counterparts 54
ANNEXES AND EXHIBITS
ANNEX I TERMS OF FIXED/FLOATING RATE CAPITAL SECURITIES AND FIXED/FLOATING RATE
COMMON SECURITIES A-1
EXHIBIT A-1 FORM OF CAPITAL SECURITY CERTIFICATE A-1
EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE A-2
EXHIBIT B FORM OF TRANSFEREE CERTIFICATE TO BE EXECUTED BY TRANSFEREES OTHER
THAN QIBs B-1
EXHIBIT C FORM OF TRANSFEROR CERTIFICATE TO BE EXECUTED FOR QIBs C-1
EXHIBIT D
FORM OF ADMINISTRATOR'S CERTIFICATE OF THE TRUST..........D-1
AMENDED AND RESTATED DECLARATION OF TRUST
OF
CECIL BANCORP CAPITAL TRUST II
November 30, 2006
AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and
effective as of November 30, 2006, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.
WHEREAS, certain of the Trustees and the Sponsor established Cecil Bancorp
Capital Trust II (the "Trust"), a statutory trust under the Statutory Trust Act
(as defined herein), pursuant to a Declaration of Trust, dated as of November
29, 2006 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on November 29, 2006, for the sole
purpose of issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust investing the proceeds thereof
in certain debentures of the Debenture Issuer (as defined herein) and engaging
in those activities necessary, advisable or incidental thereto;
WHEREAS, as of the date hereof, no interests in the assets of the Trust have
been issued; and
WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration.
NOW, THEREFORE, it being the intention of the parties hereto to continue the
Trust as a statutory trust under the Statutory Trust Act and that this
Declaration constitutes the governing instrument of such statutory trust and
that all assets contributed to the Trust will be held in trust for the benefit
of the holders, from time to time, of the securities representing undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration, and, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound hereby, amend
and restate in its entirety the Original Declaration and agree as follows:
ARTICLE IINTERPRETATION AND DEFINITIONS
Section .1.Definitions. Unless the
context otherwise requires:
(a) capitalized terms used in this Declaration but not defined in the preamble
above or elsewhere herein have the respective meanings assigned to them in this
Section 1.1 or, if not defined in this Section 1.1 or elsewhere herein, in the
Indenture;
(b) a term