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EXHIBIT 4.4
DECLARATION OF TRUST, dated as of May 7, 1998, between Aetna Services,
Inc., a Connecticut corporation, as Sponsor, and The First National Bank of
Chicago, a national banking association, not in its individual capacity but
solely as trustee (the "PROPERTY TRUSTEE"), First Chicago Delaware Inc., a
Delaware corporation, not in its individual capacity but solely as trustee (the
"DELAWARE TRUSTEE"), and Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xx. and Xxxx X.
Bridge, each not in his or her individual capacity but solely as trustee (the
Property Trustee, Delaware Trustee and each such individual as trustee,
collectively the "TRUSTEES"). The Sponsor and the Trustees hereby agree as
follows:
1. The trust created hereby shall be known as "AETNA CAPITAL TRUST I",
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
Trust the sum of $10. The Trustees hereby acknowledge receipt of such amount
from the Sponsor, which amount shall constitute the initial trust estate. The
Trustees hereby declare that they will hold the trust estate 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. Code
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
Secretary of State of the State of Delaware in the form attached hereto. The
Trust is hereby established by the Sponsor and the Trustees for the purposes of
(i) issuing preferred securities representing undivided beneficial interests in
the assets of the Trust ("PREFERRED SECURITIES") in exchange for cash and
investing the proceeds thereof in junior subordinated debentures of the Sponsor,
(ii) issuing and selling common securities representing undivided beneficial
interest in the assets of the Trust (the "COMMON SECURITIES") to the Sponsor in
exchange for cash and investing the proceeds thereof in additional junior
subordinated debentures of the Sponsor and, (iii) engaging in such other
activities as are necessary, convenient or incidental thereto.
3. The Sponsor and the Trustees will enter into an amended and restated
Declaration of Trust, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and Common Securities referred to above and 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 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.
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4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, (i) to prepare and 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
prepare and 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 prepare and 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 negotiate the terms of and 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, Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xx. and Xxxx X. Bridge, and each of
them, 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 First National Bank of
Chicago and First Chicago Delaware Inc., 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 Xxxx X.
Xxxxxxx, Xxxxxx X. Xxxxx, Xx. and Xxxx X. Bridge, and each of them, 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
and in the Sponsor's or such Trustee's name, place and stead, in any and all
capacities, to sign and file (i) any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement, and any and all
amendments thereto, relating thereto filed
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pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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 and meets other
requirements imposed by applicable law. Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time. A Trustee
may resign upon thirty days prior notice to the Sponsor.
7. The Trust shall terminate before the issuance of any Preferred
Securities at the election of the Sponsor.
8. The Delaware Trustee shall not have any of the powers or duties of
the Trustees set forth herein, except as required under the Business Trust Act.
The Delaware Trustee shall be a Trustee hereunder for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Business Trust
Act.
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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.
Aetna Services, Inc.,
as Sponsor
By: /s/ Xxxx X. Bridge
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Name: Xxxx X. Bridge
Title: Director, Finance
The First National Bank of Chicago,
not in its individual capacity
but solely as Property Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
First Chicago Delaware Inc.,
not in its individual capacity
but solely as Delaware Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx,
not in his individual capacity
but solely as Trustee
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/s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.,
not in his individual capacity
but solely as Trustee
/s/ Xxxx X. Bridge
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Xxxx X. Bridge,
not in his individual capacity
but solely as Trustee
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