WSFS FINANCIAL CORPORATION
FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
DEBENTURE DUE DECEMBER 1, 2028
Registered No. _________ Principal Amount: $__________
CUSIP No.: 929328 AC 6
WSFS Financial Corporation, a corporation organized and
existing under the laws of Delaware (hereinafter called the
"Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to ____________________________, or
registered assigns, the principal sum of _________________ and
00/100 Dollars on December 1, 2028; provided that the Company
may shorten the Stated Maturity of the principal of this
Security to a date not earlier than December 1, 2003. The
Company further promises to pay interest on said principal sum
from or from the most recent interest payment date (each such
date, an "Interest Payment Date") on which interest has been
paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on the last day of March, June,
September and December of each year commencing March 1, 1999 at
a rate per annum reset quarterly equal to 3-month LIBOR (as
defined in the Indenture hereinafter referred to) plus 250 basis
points (the "Interest Rate"), until the principal hereof shall
have become due and payable, plus Additional Interest, if any,
until the principal hereof is paid or duly provided for or made
available for payment and on any overdue principal and (without
duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at the Interest Rate, compounded quarterly. The amount
of interest payable for any period shall be computed on the
basis of a 360-day year of twelve 30-day months. The amount of
interest payable for any partial period shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve
30-day months. In the event that any date on which interest is
payable on this Security is not a Business Day, then a payment
of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest
or other payment in respect of any such delay), except that, if
such Business Day is in the next calendar year, such payment
shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on the date the
payment was originally payable. A "Business Day" shall mean any
day other than a Saturday or Sunday, a day on which banking
institutions in The City of New York or Wilmington, Delaware are
authorized or required by law or executive order to remain
closed or on a day on which the Corporate Trust Office of the
Trustee, or the principal office of the Property Trustee under
the Trust Agreement (hereinafter referred to) for WSFS Capital
Trust I is closed for business. The interest installment so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest installment, which
shall be the Business Day next preceding such Interest Payment
Date. Any such interest installment not so punctually paid or
duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than ten
days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities
of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.
So long as no Event of Default has occurred and is
continuing, the Company shall have the right at any time during
the term of this Security to defer payment of interest on this
Security, at any time or from time to time, for up to 20
consecutive quarterly interest payment periods with respect to
each deferral period (each an "Extension Period"), (during which
Extension Periods the Company shall have the right to make
partial payments of interest on any Interest Payment Date, and
at the end of which the Company shall pay all interest then
accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law)); provided, however,
that no Extension Period shall extend beyond the Stated Maturity
of the principal of this Security; provided, further, that
during any such Extension Period, the Company shall not, and
shall not permit any Subsidiary of the Company to, (i) declare
or pay any dividends or distributions or redeem, purchase,
acquire or make a liquidation payment with respect to, any of
the Company's capital stock (which includes common and preferred
stock), or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt
security of the Company (including Securities issued by the
Company pursuant to the Indenture other than the Securities
represented by this certificate) that ranks pari passu
with or junior in interest to this Security, or (iii) make any
guarantee payments with respect to any guarantee by the Company
of the debt securities of any Subsidiaries of the Company (if
such guarantee ranks pari passu in all respects with or junior
in interest to this Security (other than (a) dividends or
distributions in capital stock of the Company (which includes
common and preferred stock), (b) any declaration of a dividend
in connection with the implementation of a Rights Plan, or the
issuance of any Common Stock or any class or series of preferred
stock of the Company under any Rights Plan in the future
or the redemption or repurchase of any such rights pursuant
thereto, (c) payments under the WSFS Guarantee related to the
Preferred Securities issued by WSFS Capital Trust I and (d)
purchases of Common Stock related to the issuance of
Common Stock or rights under any of the Company's benefit plans
for its directors, officers or employees). Prior to the
termination of any such Extension Period, the Company may
further extend such Extension Period, provided that such
extension does not cause such Extension Period to exceed 20
consecutive interest payment periods or to extend beyond the
Stated Maturity. Upon the termination of any such Extension
Period and upon the payment of all amounts then due, and subject
to the foregoing limitation, the Company may elect to begin a
new Extension Period. No interest shall be due and payable
during an Extension Period except at the end thereof. The
Company shall give the Trustee, the Property Trustee and the
Administrative Trustees of WSFS Capital Trust I notice
of its election to begin any Extension Period at least one
Business Day prior to the earlier of (i) the date on which
Distributions on the Preferred Securities would be payable
except for the election to begin such Extension Period, or (ii)
the date the Administrative Trustees are required to give notice
to the Nasdaq National Market or other applicable stock exchange
or automated quotation system on which the Preferred Securities
are then listed or quoted or to holders of such Preferred
Securities of the record date or (iii) the date such
Distributions are payable, but in any event not less than one
Business Day prior to such record date. The Trustee shall give
notice of the Company's election to begin a new Extension Period
to the holders of the junior Subordinated Debentures. There is
no limitation on the number of times that the Company may elect
to begin an Extension Period.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency
of the Trustee or at the office of such paying agent or paying
agents as the Company may designate from time to time,
maintained for that purpose in the United States, in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made (i) by check mailed to the address of the
Person entitled thereto as such address shall appear in the
Securities Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto, in immediately
available funds, at such place and to such account as may be
designated by the Person entitled thereto as specified in the
Securities Register.
The indebtedness evidenced by this Security is, to the
extent provided in the Indenture, unsecured and will rank junior
and subordinate and subject in right of payments to the prior
payment in full of all Senior and Subordinated Debt, and this
Security is issued subject to the provisions of the Indenture
with respect thereto. Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf
to take such actions as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes.
Each Holder hereof, by his acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior and
Subordinated Debt whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: ______________________
TRUSTEES'S CERTIFICATE OF WSFS FINANCIAL CORPORATION
AUTHENTICATION
This is one of the Securities
referred to in the within-
mentioned Indenture.
By:_________________________
President
Wilmington Trust Company as Attest:
Trustee
____________________________
Secretary or Assistant
Secretary
By: ___________________________
Authorized Officer
Date of Authentication: ________
WSFS FINANCIAL CORPORATION
FLOATING RULE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
DUE DECEMBER 1, 2028
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under a Junior
Subordinated Indenture, dated as of November 20, 1998
(herein called the "Indenture"), between the Company and
Wilmington Trust Company, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in
aggregate principal amount to $51,547,000.
All terms used in this Security that are defined in the
Indenture and in the Trust Agreement, dated as of November 20,
1998, as amended (the "Trust Agreement"), for WSFS Capital Trust
I among WSFS Financial Corporation, as Depositor, and the
Trustees named therein, shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may
be.
The Company may at any time, at its option, on or after
December 1, 2003, and subject to the terms and conditions of
Article XI of the Indenture, and subject to the Company having
received any required regulatory approval, redeem this Security
in whole at any time or in part from time to time, without
premium or penalty, at a redemption price equal to 100% of the
principal amount of this Security plus any accrued and unpaid
interest thereon to the Redemption Date.
Upon the occurrence and during the continuation of a Tax
Event, Investment Company Event or Capital Treatment Event in
respect of a WSFS Trust, the Company may, at its option, at any
time within 90 days of the occurrence of such Tax Event,
Investment Company Act or Capital Treatment Event redeem this
Security, in whole but not in part, subject to the provisions of
Section 11.7 and the other provisions of Article XI of the
Indenture, at a redemption price equal to 100% of the principal
amount of this Security, plus any accrued and unpaid interest
thereon to the Redemption Date.
In the event of redemption of this Security in part only, a
new Security or Securities of this series for the portion hereof
not redeemed will be issued in the name of the Holder hereof
upon the cancellation hereof.
The Indenture contains provisions for satisfaction and
discharge of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in
the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee at any time to enter into
a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series to be
affected by such supplemental indenture. The Indenture also
contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Security.
As provided in and subject to the provisions of the
Indenture, if an Event of Default with respect to the Securities
of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding
Securities of this series may declare the principal amount of
all the Securities of this series to be due and payable
immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, in the case of
the Securities of this series issued to a WSFS Trust, if upon an
Event of Default, the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of this
series fails to declare the principal of all the Securities of
this series to be immediately due and payable, the holders of
at least 25% in aggregate Liquidation Amount of the Preferred
Securities then outstanding shall have such right by a notice in
writing to the Company and the Trustee; and upon any such
declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Securities of
this series shall become immediately due and payable, provided
that the payment of principal and interest (including any
Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the
Indenture.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the
designated transferee or transferees. No service charge shall
be made for any such registration of transfer or exchange, but
the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Securities of this series are issuable only in
registered form without coupons in denominations of minimum
denominations of $1,000 and any integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of such series of a different authorized
denomination, as requested by the Holder surrendering
the same.
The Company and, by its acceptance of this Security or a
beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, this Security agree that for
United States Federal, state and local tax purposes it is
intended that this Security constitute indebtedness.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
* * * * * *
The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF TRANSFER MIN ACT - . . . . . . . . . . . Custodian . . .
(Cust)
.. . . . . . . . . . . . . .under Uniform Transfers to Minors
(Minor)
Act . . . .. . . . . . .. . . . . . . .
(State)
Additional abbreviations may also be used though not in the
above list.
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME OF THE HOLDER(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
For value received, ______________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________
/ /
- ------------------------
________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
________________________________________________________________
the within Security, and all rights thereunder, hereby
irrevocably constituting and appointing ________________________
______________________________________________ Attorney
to transfer said Security on the books of the Company, with full
power of substitution in the premises.
Dated ____________________ _____________________________
Signature
_____________________________
Signature