Attached files
file | filename |
---|---|
8-K - FORM 8-K - AMERICAN INTERNATIONAL GROUP, INC. | y88987e8vk.htm |
EX-3.1 - EX-3.1 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv3w1.htm |
EX-3.2 - EX-3.2 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv3w2.htm |
EX-3.4 - EX-3.4 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv3w4.htm |
EX-2.1 - EX-2.1 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv2w1.htm |
EX-99.1 - EX-99.1 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv99w1.htm |
EX-99.2 - EX-99.2 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv99w2.htm |
EX-99.4 - EX-99.4 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv99w4.htm |
EX-99.5 - EX-99.5 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv99w5.htm |
EX-99.3 - EX-99.3 - AMERICAN INTERNATIONAL GROUP, INC. | y88987exv99w3.htm |
Exhibit 3.3
CERTIFICATE OF ELIMINATION
OF
SERIES E FIXED RATE NON-CUMULATIVE PERPETUAL PREFERRED
STOCK
STOCK
OF
AMERICAN INTERNATIONAL GROUP, INC.
(Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware)
of the General Corporation Law
of the State of Delaware)
American International Group, Inc., a Delaware corporation (the Corporation), hereby
certifies in accordance with the provisions of Section 151(g) of the General Corporation Law of the
State of Delaware (the DGCL) that the following resolutions were duly adopted by the Board of
Directors of the Corporation (the Board) in connection with the exchange (the Exchange) of the
outstanding Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share
(the Series E Preferred Stock), of the Corporation, the terms of which are set forth in a
Certificate of Designations filed by the Corporation on April 17, 2009 (the Series E Certificate
of Designations), for shares of the Corporations Common Stock, par value $2.50 per share, as
contemplated by that certain Master Transaction Agreement, dated as of December 8, 2010, among the
Corporation and the other parties thereto:
FURTHER RESOLVED, that upon the consummation of the Exchange, no shares of the Series
E Preferred Stock will be outstanding and no shares of the Series E Preferred Stock will
thereafter be issued subject to the Series E Certificate of Designations;
FURTHER RESOLVED, that when a certificate setting forth this resolution becomes
effective, it shall have the effect of eliminating from the Amended and Restated
Certificate of Incorporation of the Corporation (the Amended and Restated Certificate of
Incorporation) all matters set forth in the Series E Certificate of Designations with
respect to the Series E Preferred Stock.
The Corporation hereby certifies that the Exchange has been consummated and that, accordingly,
all matters set forth in the Series E Certificate of Designations with respect to the Series E
Preferred Stock shall be, and hereby are, eliminated from the Amended and Restated Certificate of
Incorporation upon the filing of this Certificate of Elimination in accordance with the foregoing
resolutions and Section 151(g) of the DGCL.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on
its behalf by its duly authorized officer this 14th day of January, 2011.
American International Group, Inc. |
||||
By: | /s/ David L. Herzog | |||
Name: | David L. Herzog | |||
Title: | Executive Vice President and Chief Financial Officer |
|||
[Signature
Page to Series E Preferred Shares Certificate of
Elimination]