EXHIBIT 4.4
TRUST AGREEMENT
OF
PARADIGM CAPITAL TRUST II
THIS TRUST AGREEMENT is made as of July 6, 2000 (this "Trust Agreement"),
by and among Paradigm Bancorporation, Inc., a Texas corporation, as Depositor
(the "Depositor"), First Union Trust Company, National Association, a national
banking association with its principal place of business in the State of
Delaware, as trustee (the "Delaware Trustee"), and Xxxxx X. Xxxxxx, Xxx X.
Xxxxxx, Xx., and Xxxxxxx X. Xxxxx, as trustees (the "Administrative Trustees";
and together with the Delaware Trustee, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Paradigm Capital Trust II"
(the "Trust"), in which name the Trustees 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
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they 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. (S) 3801, et seq. (the "Business Trust Act"), and
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that this document constitute 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 such form as the Trustees may
approve.
3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement satisfactory to each such party, to provide for the contemplated
operation of the Trust created hereby and the issuance of the Trust Preferred
Securities and Common Securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustees shall not
have any duties or obligations hereunder or with respect of 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. Notwithstanding the foregoing, the
Trustees may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
4. This Trust Agreement may be executed in one or more counterparts.
5. 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.
6. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (with 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.
PARADIGM BANCORPORATION, INC.,
as Depositor
By: _____________________________________
Name: Xxxxx X. Xxxxxx
Title: President
FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Delaware Trustee
By: _____________________________________
Name:
Title:
__________________________________________
XXXXX X. XXXXXX, as Administrative Trustee
__________________________________________
XXX X. XXXXXX, XX., as Administrative Trustee
__________________________________________
XXXXXXX X. XXXXX, as Administrative Trustee
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