Exhibit 4.14
AMENDMENT NO. 2
--------------
TO THE TRUST AGREEMENT OF ACE CAPITAL TRUST III
-----------------------------------------------
This Amendment No. 2 to the Trust Agreement of ACE Capital Trust III (the
"Trust"), dated as of May 14, 2002 (this Amendment"), is entered into among ACE
INA Holdings Inc., a Delaware corporation, as depositor (the "Depositor"), and
Bank One Trust Company, N.A., as trustee (the "Property Trustee"), Bank One
Delaware, Inc., as trustee (the "Delaware Trustee"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as
administrative trustee (the "Administrative Trustee").
WHEREAS, certain of the parties hereto entered into a Trust Agreement
of the Trust, dated as of May 19, 1999, as amended by that certain Assignment
and Assumption Agreement and First Amendment to the Trust Agreement of the Trust
(as so amended, the "Original Trust Agreement"), and a Certificate of Trust of
the Trust was filed with the Secretary of State of the State of Delaware on May
19, 1999;
WHEREAS, Bank One Trust Company, N.A. is successor in interest to The First
National Bank of Chicago; and
WHEREAS, to reflect the foregoing, the parties hereto desire to amend
the Original Trust Agreement.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, agree as follows:
AMENDMENT
The undersigned hereby confirm that the Property Trustee is
Bank One Trust Company, N.A.
MISCELLANEOUS
1. This Amendment shall be binding upon, and shall enure to the benefit of,
the parties hereto and their respective successors and assigns.
2. This Amendment may be executed in counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatories to the original or
same counterpart.
3. This Amendment shall be interpreted in accordance with the laws of
the State of Delaware (without regard to conflict of laws principles), all
rights and remedies being governed by such laws.
4. Except as modified by this Amendment, the Original Trust Agreement will
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ACE INA HOLDINGS INC.,
as Depositor
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer and Chief
Financial Officer
BANK ONE TRUST COMPANY, N.A.,
as Property Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANK ONE DELAWARE, INC.,
as Delaware Trustee
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇,
as Administrative Trustee
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------