Exhibit 4.4 Declaration of Trust of ARGO Capital Trust Co.
TRUST AGREEMENT, dated as of July 16, 1998 by and between Argo Bancorp,
Inc., a Delaware corporation, as "Sponsor", and Wilmington Trust Company, a
Delaware banking corporation, as "Trustee".
The Sponsor and the Trustee hereby agree as follows:
Section 1. The Trust. The trust created hereby shall be known as Argo
Capital Trust Co. (the "Trust"), in which name the Trustee, or the Sponsor 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 Sponsor hereby assigns, transfers,
conveys and sets over to the Trustee the sum of $10. The Trustee hereby
acknowledges receipt of such amount in trust from the Sponsor, which amount
shall constitute the initial trust estate. The Trustee hereby declares that
it 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 39 of Title 12 of the Delaware Code, 12 Del. C. ss. 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 Sponsor and the
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 1933 Act Registration Statement (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Capital Securities (as defined below). 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 and licenses, consents or approvals required
by applicable law or otherwise.
Section 4. Certain Authorizations. The Sponsor and the Trustee hereby
authorize and direct the Sponsor, 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 the exhibits contained therein), relating to the
registration under the Securities Act of 1933, as amended, of the capital
securities of the Trust (the "Capital Securities") and certain other
securities of the Sponsor and (b) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Capital Securities of the Trust under Section 12 of the Securities Exchange
Act of 1934, as amended; (ii) to file with one or more national securities
exchanges (each, an "Exchange") or the National Association of Securities
Dealers ("NASD") 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 any such Exchange or the NASD's Nasdaq National
Market ("NASDAQ"); (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 Sponsor on behalf of the Trust, may
deem necessary or desirable to register the Capital 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 Capital Securities as the Sponsor, on behalf of the Trust,
may deem necessary or desirable. In the event that any filing referred to in
clauses (i), (ii) or (iii) above is required by the rules and regulations of
the Commission, any Exchange, the NASD or state securities or "Blue Sky"
laws, to be executed on behalf of the Trust by a Trustee, the Sponsor 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. Trustees. The number of Trustees initially shall be one (1)
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 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. The Trustee may resign upon thirty
days' prior notice to the Sponsor.
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 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.
ARGO BANCORP, INC., as Sponsor
By:
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Name:
Title:
WILMINGTON TRUST COMPANY, as Trustee
By:
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Name:
Title:
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