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EXHIBIT 4.4
DECLARATION OF TRUST
This Declaration of Trust, dated as of March 11, 1997, among AMCORE
Financial, Inc., a Nevada corporation, as "Sponsor," Xxxx X. Xxxxx, The First
National Bank of Chicago and First Chicago Delaware Inc., not in their
individual capacities but solely as "Trustees." The Sponsor and the Trustees
hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as AMCORE
Capital Trust I in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Sponsor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Sponsor. 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 Section 3801 et seq. (the "Business
Trust Act"), and that this document constitutes the governing instrument of the
Trust. The Trustees are 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 Sponsor and the Trustees 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
Capital Securities and Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust, the
Trustees 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 of any licenses,
consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct the Sponsor,
as the sponsor of the Trust, (i) to execute, if necessary, an offering
memorandum (the "Offering Memorandum") in preliminary and final form
prepared by the Sponsor, in relation to the offering and sale of Capital
Securities
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to the initial purchasers named in the Offering Memorandum and the resell of
such Capital Securities (a) to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")
or (b) to institutional "accredited investors" (as defined in Rule 501(a)
(1), (2), (3) or (7) under the Securities Act; (ii) to execute and file an
application, prepared by the Sponsor, to permit the Capital Securities to be
quoted on the Private Offerings, Resales and Trading through Automated Linkages
System ("PORTAL"); (iii) to execute and file an application on behalf of the
Trust with the Depository Trust Company; (iv) 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
state securities or "Blue Sky" laws and (v) to execute on behalf of the Trust
one or more purchase agreements with one or more initial purchasers relating to
the offering of the Capital Securities. In the event that any filing referred
to in clauses (i) through (iv) above is required by the rules and regulations
of state securities or Blue Sky laws, to be executed on behalf of the Trust by
the Trustees, in their capacities as Trustees of the Trust, then the Trustees
are hereby authorized and 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 each
of The First National Bank of Chicago and First Chicago Delaware Inc., in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of state securities or Blue Sky laws. In connection
with all of the foregoing, the Sponsor and each Trustee, solely in its capacity
as Trustee of the Trust, hereby constitutes and appoints Xxxx X. Xxxxx, Xxxxxxx
Edge and Xxxx Xxxxxxx each of them, as his or its, as the case may be, true and
lawful attorneys-in-fact and agents, with full power of substitution, for the
Sponsor or in the Sponsor's name, place and stead, in any and all capacities,
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 Sponsor might
or could do in person, hereby ratifying and confirming all 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.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to
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time by a written instrument signed by the Sponsor which may increase or
decrease the number of Trustees; provided, however, that to the extent required
by the Business Trust Act, one Trustee shall either be 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 Sponsor is entitled to appoint or remove without cause any
Trustee at any time. A Trustee may resign upon 30 days' prior notice to the
Sponsor.
7. First Chicago Delaware Inc., in its capacity as Trustee, shall not
have the powers or the duties of the Trustees set forth herein (except as may
be required under the Business Trust Act) and shall be a Trustee hereunder for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Business Trust Act.
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).
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be executed as of the day and year first above written.
.
AMCORE FINANCIAL, INC.,
as Sponsor
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
Xxxx X. Xxxxx, not in his individual
capacity but solely as Trustee
/s/ Xxxx X. Xxxxx
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THE FIRST NATIONAL BANK OF
CHICAGO, not in its individual
capacity but solely as Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FIRST CHICAGO DELAWARE INC.,
not in its individual capacity but
solely as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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