EXHIBIT 4.4
TRUST AGREEMENT
TRUST AGREEMENT, dated as of _______, 1999 by and between Spectrum
Bancorporation, Inc., an Iowa corporation, as "Depositor," and Wilmington
Trust Company, a Delaware banking corporation, as "Trustee."
Section 1. The Trust. The trust created hereby shall be known as Spectrum
Capital Trust I (the "Trust"), in which name the Trustee, or the Depositor to
the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and xxx and be sued.
Section 2. The Trust Estate. 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 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
constitute the governing instrument of the Trust. The Trustee is 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.
Section 3. Amended and Restated Trust Agreement. The Depositor, the Trustee
and certain other parties will enter into an amended and restated Trust
Agreement, satisfactory to each such party and substantially in the form to
be 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 Preferred Securities (as defined below) and common
securities of the Trust to be 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.
Section 4. Certain Authorizations. The Depositor and the Trustee hereby
authorize and direct the Depositor, as the sponsor of the 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-1 (the "1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to such 1933 Act Registration Statement (including
the prospectus and exhibits contained therein), relating to the registration
under the Securities Act of 1933, as amended, of the preferred securities of
the Trust (the "Preferred Securities") and certain other securities of the
Depositor and (b) a Registration Statement on Form 8-A (including all
pre-
effective and post-effective amendments thereto) relating to the registration
of the Preferred Securities of the Trust under the Securities Exchange Act of
1934, as amended; (ii) to file with the American Stock Exchange, Inc. and
execute on behalf of the Trust a listing application or applications and all
other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the American Stock Exchange; (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 and documents as the Depositor, on behalf of the Trust, may deem
necessary or desirable to register the Preferred Securities under the
securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust
such Underwriting Agreements with one or more underwriters relating to the
offering of the Preferred Securities as the Depositor, on behalf of the
Trust, may deem necessary or desirable. In the event that any filing referred
to in clauses (i), (ii) and (iii) above is required by the rules and
regulations of the Commission, the American Stock Exchange or state
securities or "Blue Sky" laws to be executed on behalf of the Trust by a
Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof
are hereby authorized to join in any such filing and to execute on behalf of
the Trust any and all of the foregoing.
Section 5. Counterparts. This Trust Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
Section 6. Trustee. The number of Trustees initially shall be one 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 be either 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 Trustee may resign upon thirty
days' prior notice to the Depositor.
Section 7. Governing Law. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without
regard to conflicts of law of 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.
SPECTRUM BANCORPORATION, INC.
as Depositor
By: /s/____________________
Name: __________________
Title: __________________
WILMINGTON TRUST COMPANY,
as Trustee
By: /s/____________________
Name: __________________
Title: __________________
