TRUST AGREEMENT
OF
QUAD CITY HOLDINGS CAPITAL TRUST I
THIS TRUST AGREEMENT is made as of April __, 1999 (this "Trust
Agreement"), by and among Quad City Holdings, Inc., a Delaware corporation,
as depositor (the "Depositor"), First Union Trust Company, National
Association, a national banking association, as trustee (the "Delaware
Trustee"), and Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxxxx Xxxxxxxxx,
as administrators (the "Administrative Trustees", and together with the
Delaware Trustee, the "Trustees"). The Depositor, the Administrative
Trustees and the Delaware Trustee hereby agree as follows:
1. The trust created hereby shall be known as "Quad City Holding
Capital Trust I" (the "Trust"), in which name the Administrative Trustees,
the Delaware 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.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trust the sum of $10.00. The Delaware Trustee and the Administrative
Trustees hereby acknowledge receipt of such amount from the Depositor, which
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 constitute the
governing instrument of the Trust. The Delaware Trustee is hereby authorized
and directed to execute and file a certificate of trust with the Delaware
Secretary of State in such form as the Delaware Trustee may approve.
3. The Depositor, the Administrative Trustees and the Delaware Trustee
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
Registration Statement on Form S-2 (the "1933 Act Registration Statement"),
or in such other form as the Trustees and the Depositor may approve, to
provide for the contemplated operation of the Trust created hereby and the
issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated
Trust Agreement, the Administrative Trustees and the Delaware 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 of any licenses, consents or
approvals required by applicable law or otherwise.
4. The Depositor and the Trustee hereby authorize and direct the
Depositor, as the sponsor of the Trust, and the Administrative Trustees, as
trustees of the Trust, acting singly or jointly, (i) to file with the
Securities and Exchange Commission (the "Commission") and to
execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) the
1933 Act Registration Statement, including pre-effective or post-effective
amendments to such Registration Statement, relating to the registration under
the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred
Securities of the Trust, (b) any preliminary prospectus or prospectus
supplement thereto relating to the Preferred Securities required to be filed
pursuant to Rule 424 under the 1933 Act, and (c) a Registration Statement on
Form 8-A or other appropriate form (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendment thereto) relating
to the registration of the Preferred Securities to the Trust under Section
12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with
the New York Stock Exchange or other exchange, and execute on behalf of the
Trust a listing application 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 New York
Stock Exchange or such other exchange or quotation system; (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 shall be necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or
desirable; and (iv) to execute, deliver and perform on behalf of the Trust an
underwriting agreement with the Depositor and the underwriter or underwriters
of the Preferred Securities of the Trust. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and
regulations of the Commission, the New York Stock Exchange or other exchange
or quotation system, or state securities or Blue Sky laws to be executed on
behalf of the Trust by a trustee, the Administrative Trustees, in their
capacities as trustees of the Trust, 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 the Administrative Trustees, in their
capacities as trustees 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 the Commission, the New York Stock
Exchange or other exchange, or state securities or Blue Sky laws. In
connection with all of the foregoing, the Trustees, solely in their
capacities as trustees of the Trust, and the Depositor hereby constitute and
appoint the Administrative Trustees as the Depositor's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for the Depositor or in the Depositor's name, place and stead,
in any and all capacities, to sign any and all amendments (including all
pre-effective and post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with
all exhibits thereto, and any other documents in connection therewith, with
the Commission, 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 Depositor might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his respective
substitute or substitutes, shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
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6. The number of trustees of the Trust initially shall be four and
thereafter the number of trustees of the Trust 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 of the Trust; provided,
however, that to the extent required by the Business Trust Act, one trustee
of the Trust 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. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any trustee of the
Trust at any time. Any trustee of the Trust may resign upon thirty days'
prior notice to the Depositor.
7. First Union Trust Company, National Association, in its capacity as
trustee of the Trust, shall not have any of the powers or duties of the
Administrative Trustees set forth herein and shall be a trustee of the Trust
for the sole purpose of satisfying the requirements of Section 3807 of the
Business Trust Act.
8. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
QUAD CITY HOLDINGS, INC., as Depositor
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, as not in its individual
capacity but solely as trustee of the Trust
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
-----------------------------------
Xxxxxxx X. Xxxxxxxxx, not in its individual
capacity, but solely as trustee of the Trust
-----------------------------------
Xxxxxxx X. Xxxxx, not in his individual
capacity, but solely as trustee of the Trust
-----------------------------------
Xxxxxxx X. Xxxxxxxxx, not in her individual
capacity, but solely as trustee of the Trust
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