Exhibit 4.14
TRUST AGREEMENT
OF
AIG CAPITAL TRUST II
This TRUST AGREEMENT, dated as of June 10, 2003 (this "Trust
Agreement") among American International Group, Inc., a Delaware corporation
(the "Sponsor"), The Bank of New York (Delaware), a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee"), and The Bank of New
York, a New York banking corporation, as property trustee (the "Property
Trustee", and together with the Delaware Trustee, the "Trustees"). The Sponsor
and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as "AIG
Capital Trust II" in which name the Trustees, or the Sponsor to the extent
provided herein, may engage in the transactions contemplated hereby, may conduct
the business of the Trust, make and execute contracts, and ▇▇▇ 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 constitutes a statutory trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq. (the "Statutory Trust Act"), and
that this document constitutes 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 accordance with
the provisions of the Statutory Trust Act.
3. An amended and restated Trust Agreement (the "Amended and Restated
Trust Agreement"), satisfactory to each party to it and substantially in the
form included as an exhibit to the 1933 Act Registration Statement (as defined
below), or in such other form as the parties thereto may approve, will be
entered into to provide for the contemplated operation of the Trust created
hereby and the issuance of the Capital Securities and the Common Securities
referred to therein. Prior to the execution and delivery of such Amended and
Restated Trust Agreement, 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 that
the Sponsor deems necessary, convenient or incidental to effect the transactions
contemplated herein as the Trustees shall be directed in writing by the Sponsor.
4. The Sponsor, as the sponsor of the Trust, is hereby authorized, in
its discretion, and appointed as the Trust's and the Trustee's true and lawful
attorney-in-fact and agent: (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 thereto
(including the prospectus, prospectus supplements and the exhibits contained
therein), and any registration statement filed pursuant to Rule 462 under the
Securities Act of 1933, as amended (the "1933 Act"), relating to the
registration under the 1933 Act of the Capital Securities of the Trust and
certain other securities, (b) any preliminary prospectus or prospectus
supplement thereto relating to the Capital Securities required to be filed
pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement"), including any pre-effective and
post-effective amendments thereto, relating to the registration of the Capital
Securities of the Trust under Section 12(b) or 12(g) of the Securities Exchange
Act of 1934, as amended; (ii) to file with the New York Securities Exchange or
any other national stock exchange or The Nasdaq National Market (each, an
"Exchange") and execute on behalf of the Trust one or more listing 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 of the Exchanges; (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 Capital 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, deliver and
perform on behalf of the Trust an underwriting agreement among the Trust, the
Sponsor and one or more underwriters relating to the offering of the Capital
Securities of the Trust, granting unto said attorney-in-fact and agent 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 Trust or the Trustees might or could do in person, thereby
ratifying and confirming all that said attorneys-in-fact and agent shall do or
cause to be done by virtue hereof. In the event that any filing referred to in
clauses (i), (ii) and (iii) above is required by the rules and regulations of
the Commission, an Exchange or state securities or blue sky laws, to be executed
on behalf of the Trust by any of the Trustees, the Trustees, in their capacity
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 Trustees, in their capacity 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, an Exchange or state or blue sky laws.
5. The Bank of New York (Delaware), in its capacity as Delaware
Trustee, shall not have the powers or the duties of the Trustees set forth
herein (except as may be required under the Statutory Trust Act) and shall be a
Trustee hereunder for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Statutory Trust Act.
6. This Trust Agreement may be executed in one or more counterparts.
7. The number of Trustees initially shall be two (2) 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
Statutory 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.
A Trustee may resign upon thirty (30) days' prior notice to the Sponsor.
8. The Sponsor hereby agrees, to the fullest extent permitted by
applicable law, to (i) reimburse the Trustees for all reasonable fees and
expenses (including reasonable fees and expenses of counsel and other experts)
and (ii) indemnify, defend and hold harmless the Trustees and any of the
officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, the "Expenses"), to the extent that such Expenses arise out of or
are imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Sponsor shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct, bad faith
or negligence of such Indemnified Person.
9. This Trust Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
AMERICAN INTERNATIONAL GROUP, INC.,
as Sponsor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice Chairman
THE BANK OF NEW YORK
(DELAWARE), not in its
individual capacity but
solely as Delaware Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
THE BANK OF NEW YORK, not in
its individual capacity but
solely as Property Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Vice President
