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EXHIBIT 4.4
DECLARATION OF TRUST
OF
FIRSTAR CAPITAL TRUST I
DECLARATION OF TRUST, dated as of December 17, 1996, between Firstar
Corporation, a Wisconsin corporation, as depositor (the "Depositor"), and Chase
Manhattan Bank Delaware, trustee (the "Trustee"). The Depositor and the
Trustee hereby agree as follows:
1. The trust created hereby shall be known as Firstar Capital
Trust I (the "Trust"), in which name the Trustee, or the Depositor to the
extent provided herein, may contract, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trust the sum of ten dollars ($10). Such amount shall constitute the
initial trust estate. 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 constitutes 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.
3. The Depositor and the Trustee will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and having
substantially the terms described in the offering circular (as referred to
below), 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 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.
4. The Depositor, as the sponsor of the Trust is hereby
authorized, (i) to prepare and distribute one or more offering circulars on
behalf of the Trust, including any necessary or desirable amendments thereto
(including any exhibits contained therein or forming a part thereof), relating
to the Capital Securities of the Trust and certain other securities; (ii) to
file with the Private Offering, Resales and Trading through Automatic Linkages
(PORTAL) Market ("PORTAL") 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 Capital Securities to be listed on PORTAL; (iii) to file
and
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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 Capital Securities under, or obtain for
the Capital Securities an exemption from, the securities or "Blue Sky" laws;
(iv) to execute on behalf of the Trust such underwriting or purchase agreements
with one or more underwriters, purchasers or agents relating to the offering of
the Capital Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (v) to execute on behalf of the Trust any and all
documents, papers and instruments as may be desirable in connection with any of
the foregoing. If any filing referred to in clauses (i), (ii) and (iii) above
is required by law or by the rules and regulations of any applicable
governmental agency, self-regulatory organization or other person or
organization to be executed on behalf of the Trust by a Trustee, the Depositor
and any trustee of the Trust appointed pursuant to Section 6 hereof are hereby
authorized to join any such filing and to execute on behalf of the Trust any
and all of the foregoing.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The Trustee shall initially be the only trustee of the Trust.
Thereafter, the Depositor may increase or decrease (but not below one) the
number of trustees of the Trust by executing a written instrument fixing such
number; provided, however, that so long as it is required by the Business Trust
Act, one trustee of the Trust shall be either a natural person who is a
resident of the State of Delaware or an entity other than a natural person that
has its principal place of business in the State of Delaware and that, in
either case, 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 written notice to the Depositor.
7. 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).
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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.
FIRSTAR CORPORATION
Depositor
By: ____________________________
Name:
Title:
CHASE MANHATTAN BANK DELAWARE
not in its individual capacity
but solely as Delaware Trustee
By: ____________________________
Name:
Title:
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