EXHIBIT 4.4
Declaration of Trust
of
Reliance Capital Trust I
THIS DECLARATION OF TRUST, dated as of April 20, 1998 (this
"Declaration"), is by and among Reliance Bancorp, Inc., a Delaware
corporation, as sponsor (the "Sponsor"), and The Bank of New York, a New York
banking corporation, as trustee, The Bank of New York (Delaware), a Delaware
banking corporation, as trustee, and Raymond A. Nielsen, Gerald M. Sauvigne
and Paul D. Hagan, each as trustees (collectively, the "Trustees"). The
Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Reliance Capital Trust
I" (the "Trust"), 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 sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $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 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 Sponsor and the Trustees will enter into an amended and
restated Declaration, satisfactory to each such party and having
substantially the terms described in the Offering Memorandum (as defined
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, 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 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. The Sponsor, as the sponsor of the Trust, is hereby authorized (i)
to prepare and distribute one or more offering memoranda 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 and Common Securities of the Trust and certain other
securities (each an "Offering Memorandum"); (ii) 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, or obtain for the Capital
Securities an exemption from, the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iii) to execute, deliver and perform 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 Sponsor,
on behalf of the Trust, may deem necessary or desirable; (iv) to execute and
deliver letters or documents to, or instruments for filing with, a depository
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relating to the Capital Securities and Common Securities of the Trust; 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 (ii) and (iv) 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 the Trustees, the Trustees, in their capacities as
trustees of the Trust, are hereby authorized 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 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 law or by the rules and
regulations of any applicable governmental agency, self-regulatory
organization or other person or organization.
5. This Declaration may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be five 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 Sponsor
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
Sponsor is entitled to appoint or remove without cause any trustee of the
Trust at any time. Any trustee of the Trust may resign upon 30 days prior
notice to the Sponsor.
7. This Declaration 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 to
be duly executed as of the day and year first above written.
RELIANCE BANCORP, INC.,
as Sponsor
By: /s/ Raymond A. Nielsen
----------------------------------
Name: Raymond A. Nielsen
Title: President/Chief Executive Officer
THE BANK OF NEW YORK,
not in its individual capacity
but solely as trustee of the Trust
By: /s/ Iliana Acevedo
-----------------------------------
Name : Iliana Acevedo
Title: Assistant Treasurer
THE BANK OF NEW YORK (DELAWARE)
not in its individual capacity
but solely as trustee
/s/ Mary Jane Morrissey
-----------------------------------
Name: Mary Jane Morrissey
Title: Authorized Signatory
/s/ Raymond A. Nielsen
-----------------------------------
Name: Raymond A. Nielsen
not in his individual capacity but solely as
trustee
/s/ Gerald M. Sauvigne
-----------------------------------
Name: Gerald M. Sauvigne
not in his individual capacity but solely as
trustee
/s/ Paul D. Hagan
-----------------------------------
Name: Paul D. Hagan
not in his individual capacity but solely as
trustee
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