Exhibit 4.4
CERTIFICATE OF TRUST
The undersigned, the trustees of WADDELL & REED Capital Trust I,
desiring to form a business trust pursuant to Delaware Business Trust Act,
12 Del. C. section 3810, hereby certify as follows:
i. The name of the business trust being formed hereby (the
"Trust") is "WADDELL & REED Capital Trust I."
ii. The name and business address of the trustee of the Trust
which has its principal place of business in the State of
Delaware is as follows:
Chase Manhattan Bank USA, N.A.
1201 Market Street
Wilmington, DE 19801
iii. This Certificate of Trust shall be effective as of the date
of filing.
Dated: July 11, 2000
/s/ Daniel C. Schulte
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Name: Daniel C. Schulte
Title: Regular Trustee
/s/ John E. Sundeen, Jr.
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Name: John E. Sundeen, Jr.
Title: Regular Trustee
/s/ D. Tyler Towery
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Name: D. Tyler Towery
Title: Regular Trustee
Chase Manhattan Bank USA, N.A., as
Delaware Trustee
By: /s/ Denis Kelly
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Name: Denis Kelly
Title: Assistant Vice President
