EXHIBIT 4.11
DECLARATION OF TRUST, dated as of October 17, 1996, between SunAmerica
Inc., a Maryland corporation, as Sponsor, and Xxxxx X. Xxxxxxx, Xxxxx
Richland, Xxxxx X. Xxxxxxxx, The Bank of New York, a New York banking
corporation, and The Bank of New York (Delaware), a Delaware banking
corporation, not in their individual capacities but solely as Trustees.
The Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "SunAmerica Capital
Trust VI", 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 xxx and be sued.
2. The Sponsor 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 Sponsor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they 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 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 the form attached hereto.
3. The Sponsor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement referred to below, 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 Declaration of Trust,
the Trustees shall not have any duty or obligation 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.
4. The Sponsor and the Trustees 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) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement") including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities
of the Trust 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 Preferred
Securities of the Trust under Section 12(b) of the Securities Exchange Act
of 1934, as amended; (ii) to file with the New York Stock 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; (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 Sponsor, on behalf of the Trust, may deem necessary or desirable and
(iv) to execute on behalf of the Trust an underwriting agreement among the
Trust, the Sponsor and any underwriter, dealer or agent relating to the
Preferred Securities. 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 state securities or blue sky laws, to be
executed on behalf of the Trust by the Trustees, Xxxxx X. Xxxxxxx, Xxxxx
Richland and Xxxxx X. Xxxxxxxx, 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 Bank of New York and The Bank of New York (Delaware),
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 state securities or blue sky laws. In connection
with all of the foregoing, the Sponsor and each Trustee, solely in its
capacity as Trustee of the Trust, hereby constitutes and appoints Xxx
Xxxxx, Xxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxxxx X. Xxxxx, and each of
them, as his, her or its, as the case may be, true and lawful
attorneys-in-fact, and agents, with full power of substitution and
resubstitution, for the Sponsor or such Trustee or in the Sponsor's or such
Trustee's name, place and stead, in any and all capacities, to sign any and
all amendments (including 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 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 Sponsor or such Trustee might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be five (5) 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 the number of
Trustees shall in no event be less than five (5); and provided, further
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. Subject to the foregoing, the Sponsor
is entitled to appoint or remove without cause any Trustee at any time.
The Trustees may resign upon thirty days prior notice to the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
SunAmerica Inc.,
as Sponsor
Page=2
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Title: Executive Vice President
The Bank of New York,
not in its individual capacity
but solely as Trustee
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
The Bank of New York (Delaware),
not in its individual capacity
but solely as Trustee
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Title: Assistant Vice President
/s/ Xxxxx X. Xxxxxxx
-------------------------------------
not in his individual capacity
but solely as Trustee
/s/ Xxxxx X. Richland
-------------------------------------
not in his individual capacity
but solely as Trustee
/s/ Xxxxx X. Xxxxxxxx
-------------------------------------
not in his individual capacity
but solely as Trustee
Page=3
