Full opinion text
FINDINGS OF FACT, CONCLUSIONS OF LAW, AND FINAL JUDGMENT JED S. RAKOFF, District Judge. “Put it in writing” is the law’s way of saying “get serious.” In many circumstances, oral commitments are just too slippery to be enforced, a fact of human nature that the English Parliament recognized as early as 1677 when, declaring that certain contracts were unenforceable if not reduced to writing, it enacted what was tellingly called “An Act for the Prevention of Frauds and Perjuries,” 29 Car. 2, ch. 3, now known to every lawyer as the Statute of Frauds. Here, in the central claim of this case, defendant and counterclaim-plaintiff American International Group, Inc. (“AIG”) seeks to impress upon plaintiff and counterclaim-defendant Starr International Company, Inc. (“SICO”) a multi-billion dollar oral trust in AIG’s favor; but the law will not recognize such an oral trust unless the evidence of its creation is unequivocal. As detailed below, this is a burden that AIG has not come close to shouldering. By way of brief background, this lawsuit originated in July of 2005 when Maurice R. (“Hank”) Greenberg, who had previously functioned as the prime mover of both AIG and SICO, was forced to step down as Chief Executive Officer (“CEO”) and Chairman of AIG. SICO, which remained under Greenberg’s domination, then brought this action to recover from AIG certain artwork and other property that was said to belong to SICO. Those claims were eventually settled, but in the meantime AIG filed no fewer than seven counterclaims, alleging, among other things, that certain AIG stock held by SICO was held in trust for AIG’s benefit. SICO, for its part, filed its own counterclaim seeking a declaratory judgment that AIG is not a “controlling person” or “affiliate” of SICO under the federal securities law (an issue that bears on SICO’s ability to dispose of its AIG stock). The case was originally assigned to the Honorable Barbara S. Jones, U.S.D.J., who, following extensive discovery and motion practice, issued a learned opinion in June, 2008, dismissing four of AIG’s counterclaims — two for breach of contract, one for unjust enrichment, and one for constructive trust. See Order dated June 23, 2008. Then, after the case was reassigned to the undersigned in February 2009, the parties settled SICO’s original claims by stipulating that SICO was the owner of the artwork and other property at issue, see Stipulation of Judgment dated March 20, 2009. The Court then set a firm trial date of June 15, 2009 and, on the first day of trial, dismissed as moot AIG’s declaratory judgment counterclaim and severed SICO’s declaratory judgment counterclaim. See Trial Transcript (“Tr.”) 5-6. Accordingly, the two claims that remained for trial were, first, AIG’s breach-of-trust counterclaim, which alleged that SICO held certain AIG stock subject to an express trust for the benefit of AIG and that SICO had breached this trust, and, second, AIG’s conversion counterclaim, which principally alleged that SICO had converted to its own use and benefit the AIG stock SICO supposedly held in trust. Although the first of these two claims was to be determined by the Court and the second by the jury, the two were closely intertwined — indeed, the primary theory on which the conversion claim rested presupposed the existence of the alleged trust, from which funds were then allegedly converted — and consequently the Court ruled that a jury, in addition to deciding the second claim, would be asked to render an advisory verdict on the first claim, pursuant to Fed.R.Civ.P. 39(c). See Memorandum Order dated June 4, 2009. The trial itself took three weeks. The presentations by both sides were models of good lawyering, and the very intelligent jury was plainly able to follow the case without difficulty. In the end, it appears that the case was not, in the jury’s eyes, a close one, for the jury, after less than a day of deliberations, returned a verdict finding SICO not liable on either the breach-of-trust claim or the conversion claim. Tr. 3046-47. But while the verdict on the conversion claim is binding on this Court, the Court, though taking account of the jury’s advisory verdict, must render its own verdict on the breach-of-trust claim. See DeFelice v. American Int’l Life Assur., 112 F.3d 61, 65 (2d Cir.1997). To this end, the Court hereby makes the following findings of fact and conclusions of law. See Fed.R.CivJP. 52(a)(1). FINDINGS OF FACT The Court makes these findings of fact based on its assessment of the evidence of record, reasonable inferences drawn therefrom, assessment of credibility, and resolution of conflicts in the evidence. No attempt is made to give transcript or exhibit citations for each and every finding, and where such references are occasionally made, they are intended to indicate some but not necessarily all of the direct evidence pertaining to a given finding. Certain additional findings of fact are made, where appropriate, in the subsequent section on Conclusions of Law. An added word on the issue of credibility is called for. Credibility determinations are among the most subtle a fact-finder is called upon to make, since they involve complex assessments of demeanor, bias, motive, consistency, probability, memory, and a host of other factors. Rare is the witness whose memory is so perfect and whose powers of observation are so acute that his testimony is a perfect reflection of what actually occurred. Self-interest, moreover, creates such a powerful incentive to shade the truth that it is unusual for an interested witness to be totally candid. Here, in seeking to carry its burden, AIG relied heavily on adverse inferences it asked judge and jury to draw from what it argued was Hank Greenberg’s false testimony, suggesting that Greenberg lied to cover up the express trust AIG claimed had been created. It was the Court’s distinct impression, based on the jurors’ “body language,” that the jury did not credit certain portions of Greenberg’s testimony; but the jury found in SICO’s favor nonetheless. Similarly, the Court, having made its independent assessment of Greenberg’s credibility, concludes that his testimony and the truth did not always converge; but the inaccuracies were not as material as AIG argued nor warranted the sweeping adverse inferences AIG hypothesized. As set forth in more detail later in these findings, the inaccuracy of parts of Greenberg’s testimony sometimes simply evidenced confusion on his part. At other times it was the product of prevarication, but not to the point of making a material difference in the Court’s overall assessment of the evidence. And, at still other times, his testimony was, in the Court’s view, entirely truthful. In the end, however, it was the other evidence, and not Greenberg’s testimony, that this Court found persuasive in reaching its verdict. Turning, then, to the findings of fact: AIG and SICO have a shared history that goes back to 1919, when Cornelius Vander Starr founded an insurance company in Shanghai. The business expanded rapidly, and, following Mr. Starr’s death in 1968, his successor, Hank Greenberg, developed the business to the point where AIG became, by some measures, the world’s largest insurance company. The instant dispute, however, ultimately derives from a reorganization that occurred in 1970, early in Greenberg’s tenure. Pri- or to this reorganization, SICO — which was at the time called American International Underwriters Overseas, Inc. and which was then and remains now a private company — owned a number of insurance agencies located outside the United States. See Tr. 670-71. AIG, which had been founded in 1967 and which had gone public in 1969, owned several insurance companies that operated in the United States and abroad. AIG Trial Exhibit (“ATX”) 29 at 16; Joint Statement of Agreed Upon Facts and Other Matters (“Joint Statement of Facts”) ¶¶ 5, 18-19. The majority of AIG stock was owned by another public company called American International Reinsurance Company, Inc. (“AIRCO”), and both AIRCO and SICO were in turn controlled by a private company called C.V. Starr & Co, Inc. (“C. V. Starr”). ATX 29 at 5. In the course of the 1970 reorganization, substantially all of SICO’s assets, including all of its insurance operations, were transferred, first, to a SICO subsidiary, then to AIRCO, and then to AIG. Id. AIG, in turn, transferred 1,700,000 shares of its common stock to AIRCO, and AIRCO in turn transferred approximately 1 million shares of its stock to SICO. Id. This latter group of shares was termed the “Acquired Stock,” and, when AIRCO and AIG subsequently merged in 1978, the AIRCO shares were exchanged for AIG shares, so that the Acquired Stock thereafter consisted of AIG shares. Tr. 682. At the time of the 1970 transaction, the Acquired Stock was worth approximately $105-$130 million. Id. at 2053. All of the companies involved in the 1970 reorganization had substantially overlapping, though not identical, management. The nine directors of C.V. Starr in May 1970, when the reorganization was underway — it closed on June 30, 1970, see SICO Trial Exhibit (“STX”) Z-6 — were Green-berg, John Ahlers, Edwin Mantón, John Roberts, Ernest Stempel, Gordon Tweedy, K.K. Tse, Houghton (“Buck”) Freeman, and Francis Mulderig. Joint Statement of Facts ¶ 7. All of these men were directors of AIG, ATX 29 at 5-6; all except John Roberts were directors of AIRCO, id.; and all except Francis Mulderig were among the twelve Voting Shareholders of SICO, compare STX C at 3 with ATX 29 at 5-6. Greenberg himself was Director, President and CEO of AIG, Director and President of C.V. Starr, Director and Vice Chairman of AIRCO, and a Voting Shareholder of SICO. ATX 29 at 5. In addition, AIG had eight independent directors. Id. at 5-6. Although this group of overlapping managers had the power to effectuate the 1970 reorganization, AIG took various steps, as a public company, to comport with its obligations to its shareholders. AIG therefore solicited and received an opinion dated February 19, 1970 from Morgan Stanley & Co., confirming the fairness of the reorganization to AIG’s shareholders, STX CC at 210-13, as well as a “bring down” letter confirming this opinion on May 29, 1970, STX Z-10. Both these opinions confirmed that 1,700,000 shares of AIG stock was a fair price for the assets of AIRCO/SICO. The AIG Board of Directors then voted on the reorganization plan at a meeting held on May 13, 1970, at which its independent directors comprised a majority of those present. See STX Z-7. Finally, AIG submitted the plan to a shareholders’ vote at a special meeting on June 29, 1970 and received the shareholders’ approval. See STX CC at 58-61. Various steps were taken at the time of the 1970 reorganization in order, among other things, to 1) allow for incentive compensation to be paid to AIG employees and certain other employees going forward, and 2) place certain restrictions on what SICO could do with the Acquired Stock. These steps are memorialized in the numerous documents associated with the transaction, most but not all of which are collected in a “deal book.” See STX CC. Prior to 1970, an incentive compensation and profit-sharing program known as the “Junior Preferred” program was in place at SICO, which, as the name implies, involved several series of subordinated preferred stock. Tr. 350-51, 493. Specifically, the Articles of Incorporation of SICO provided for the issuance of 2 million shares of Junior Preferred Stock. ATX 38 at 1. These 2 million shares were divided into 20 series of 100,000 shares each, denominated “Series One,” “Series Two,” etc., with each series corresponding to a period of five years. Id. at 3. The period of Series One was 1945-1949; the period of Series Two was 1950-1954, and so on, with the final series provided for in the Articles of Incorporation running from 2040 to 2044. Id. The Voting Shareholders of SICO had the power to determine the value to be assigned to the Junior Preferred stock each year during the five-year period of a given series, id.; Tr. 1056, 2176; and at the end of each five-year period, a holder of the Junior Preferred stock applicable thereto was entitled to receive the accumulated value assigned to her shares in the form of a series of payments that were spread out over roughly ten years, Tr. 2185-87; see also ATX 38 at 3. There was no requirement that the holders of any series of Junior Preferred Stock remain at the company for any given period of time — not even to the end of the relevant five-year period — in order to receive this payout. Tr. 944. On June 3, 1970, as part of the 1970 reorganization, SICO’s Articles of Incorporation were amended in several ways relevant to this discussion. To begin with, the method of valuing the Junior Preferred Stock was changed so that only the book value, rather than the market value, of the stock SICO would acquire in the reorganization would be taken into account and distributed to Junior Preferred Stockholders. See STX F-3 at 2-3; STX BU at 3; STX C at 2; ATX 61 at 2-3. This change was effective beginning with Series Six of the Junior Preferred Stock, which ran from 1970-1974. ATX 61 at 2-3. The stock that SICO received was designated “Acquired Stock” and the difference between the book value and the fair market value of the Acquired Stock was designated the “Restricted Surplus.” STX CC at 84-85. The amended Articles provided that neither Acquired Stock nor Restricted Surplus could be used to pay any dividends on Junior Preferred Stock, id. at 82. The effect of these changes was that, even though SICO received around $130 million in value when it transferred its insurance business to AIG, this value, in the form of the Acquired Shares, was not distributed to either the Voting Shareholders nor to the holders of Junior Preferred Stock Series Six (the most significant of whom were, again, the Voting Shareholders), but rather was set aside for future use. See ATX 61 at 3; Tr. 1055-57, 2183. SICO’s Articles of Incorporation were further amended to create a new class of Common Stock. STX F-3 at 2. As arranged, those shares were then acquired by the American International Charitable Trust of Bermuda, for the nominal consideration of $1 per share. ATX 154; STX BU at 4; STX C at 3. Then, in June 1971, the assets of the American International Charitable Trust were transferred to the Starr International Charitable Trust and the American International Charitable Trust was terminated. See ATX 155. As a result, the Starr International Charitable Trust (hereinafter, the “Charitable Trust”) has been the sole holder of SICO Common Stock since 1971. See Tr. 701. SICO’s amended Articles of Incorporation also provide that the holders of the Common Stock receive all of SICO’s assets upon the dissolution of the company (after all obligations on SICO’s other classes of stock and outstanding debts are paid). STX F-3 at 2. At the time of the events just described, several other amendments were made to SICO’s Articles of Incorporation to afford further protection to the holders of Common Stock (which, as noted, became the Charitable Trust). The amended Articles provide that without the consent of the holders of a majority of outstanding shares of Common Stock, 1) the right of the holders of Common Stock to receive the assets of SICO upon its dissolution cannot be abridged, STX CC at 84; 2) no amendment may be made to the provision of the Articles that states that dividends on Junior Preferred Stock cannot be made in Acquired Stock or from the Restricted Surplus, id. at 84, 82; and 3) no change may be made to the definition of Acquired Stock or Restricted Surplus, id. at 84-85. At the same time that the above-described arrangements were being made with regard to the Charitable Trust, a “companion trust,” in Greenberg’s words, ATX 2 at 5; Tr. 1317, was also set up at C.V. Starr. Initially in 1970, C.V. Starr had placed AIG shares representing the difference between the book value and the market value of the assets it transferred to AIG during the 1970 reorganization in a “Blocked Account,” Tr. 895-96, 1322-23, 1476, occasionally referred to as the “Trust Account,” see ATX 501 at 1; cf. Tr. 1326-27. Dividends from the AIG stock in the Blocked Account, as well as some shares of the AIG stock itself, were periodically paid to C.V. Starr according to a “trickle out formula.” Tr. 1322-23. In 1977, a written trust agreement was executed, STX E, which provided, among other things, that C.V. Starr, the grantor of the trust, would receive “trickle out” payments under approximately the same formula, Tr. 1323, and that if C.V. Starr were dissolved prior to the termination of the trust, all of the shares in the Blocked Account would go to the Starr Foundation or some other charity, STX E at 8; Tr. 897. In 1970, the Voting Shareholders of SICO signed a “Memorandum of Intent” stating the purpose of the foregoing amendments. It stated that [t]he intent of the Voting Stockholders in making these charter amendments is quite simply to insure that if the contemplated transaction with AIG is completed, with the result that the corporation will receive assets (AIRCO stock) having a market value many times in excess of the book value of the corporation’s assets transferred therefor, no holders of any Series of Junior Preferred Stock will be in a position to divide among themselves this substantial increment. While the corporation remains alive, the increment is ignored in valuing each successive Series commencing with Series 6 and if the corporation should be dissolved and liquidated, the increment will go to the holder of the common stock, which it is intended will be American International Charitable Trust of Bermuda. STX C at 2-3; STX BU at 4. A similar statement was made in a May 12, 1970 memorandum from Duncan Lee (who was, in 1970, Vice President, Secretary, and General Counsel of AIG as well as Vice President, Secretary, and General Counsel of C.V. Starr, ATX 29 at 6) summarizing the proposed charter amendments to the Directors of C.V. Starr and the Voting Shareholders of SICO: As a result of these amendments, no present or future stockholders of [SICO] will be entitled to receive any of the excess value of [SICO] represented by the difference between [the] net worth of [SICO] as shown on the current balance sheet and the current market value of AIRCO. Future holders of [SICO] will share in the growth of AIRCO only to the extent that it is reflected by an increase in the true value of such stock occurring after the reorganization. ATX 61 at 3. In 1992, the Voting Shareholders of SICO, including Greenberg, signed a “Statement of Commitment” that again set forth the history of the 1970 transaction and its import for SICO and AIG. Each Voting Shareholder signed the Statement of Commitment under oath, and each individual signed copy was notarized. See, e.g., ATX 5; ATX 6; ATX 7. The preamble to this document reads, in relevant part, I hereby declare that as a voting shareholder of SICO that [sic], I shall adhere to, uphold and continue to carryout [sic] the commitments, principles, and arrangements as described generally hereinafter and as provided in detail in the existing articles and byelaws [sic] of SICO, and in any preceding resolutions, commitments and agreements of SICO’s voting shareholders and directors and in such trusts documents [sic] or other legal .arrangements that have been [previously] established .... ATX 5 at 1. The document then goes on to relate the history of the 1970 reorganization as it pertains to SICO, id. at 1-2, and, specifically, states that [t]he voting shareholders of SICO and C.V. Starr & Co., ... in an extraordinary decision, decided that the large capital value of AIG held by SICO and C.V. Starr & Co. had been created through the outstanding performance on the part of two generations of AIG people (or its predecessor companies) and it should not be used to enrich the then shareholders but instead preserved to provide incentives for succeeding generations to continue the growth of AIG. Thus, the series of SICO Deferred Compensation Profit Participation Plans were created, id. at 2. The Statement of Commitment further states, [i]n addition to its holdings of AIG stock, SICO has accumulated other assets that could be used to bolster the capital of AIG or C.V. Starr & Co. in the event of some unforeseen catastrophic event. To see that this capital is kept intact and preserved for use only in the occurrence of such an event and not diverted to the benefit of future SICO shareholders, the founding voting shareholders of SICO put in place a number of restrictions that limit access to such funds, including their ultimate contribution to a charitable trust if the voting shareholders or another group attempt to violate the terms of the trusts or restrictions. However, the best possible prevention against improper diversion of assets has always been to see that the voting shareholders are only composed of individuals who share the same values and understand and believe that they are fiduciaries of the wealth created by past generations for the benefit of future generations. Id. at 3. The document concludes with a section entitled “Affirmation of Commitment” in which the signer “reaffirm[s his] belief and commitment” to SICO’s policies, including, among other things, an incentive compensation system that “creatfes] a continuity of interest between management and shareholders,” id. at 5, and also affirms that any new Voting Shareholders should similarly be committed to these principles, “thus ratifying and confirming the intent of the founding voting shareholders who established these principles to perpetuate the continuity of AIG into the unforeseeable future,” id. Over the years, and prior to Greenberg’s forced departure from AIG in 2005 (discussed below), additional purposes for the amendments were occasionally voiced. In particular, Greenberg repeatedly stated that one goal of the reorganization, which lodged a block of stock representing approximately one fourth of AIG’s market capitalization in SICO, a private company, was to fend off any attempts at a hostile takeover of AIG. See, e.g., ATX 78 at 2; ATX 3 at 2. There were also a few occasional statements, prior to 2005, to the effect that one of the purposes of SICO’s structure was to build funds for charitable purposes. See, e.g., STX A at 2, 13 (auditors’ statement). In any event, from 1970 through the end of 2004, a portion of the Acquired Stock was used to fund long-term incentive compensation at AIG. During this period, there was one significant change in the means of providing this compensation. In 1975, after Series Six of SICO Junior Preferred Stock had concluded, a new system of incentive compensation was put in place called the Deferred Compensation Profit Participation Plan, or “DCPPP.” See ATX 104 (announcing the inauguration of the first DCPPP). The new system (sometimes also referred to as the “SICO Plan”) was apparently developed in response to concerns that, first, employees tended not to appreciate the value of the Junior Preferred Series as part of their compensation package because of the delayed payout, see ATX 36 at 2, 7; Tr. 403, 405-06, and, second, the Junior Preferred Series did nothing to encourage retention of employees over the long term, because there was no requirement that Junior Preferred participants remain with AIG in order to receive their payout (so-called “golden handcuffs”), see ATX 36 at 7; Tr. 405-06, 2188. There was also apparently a risk that SICO, after having transferred away its insurance operations, would lack sufficient cash to pay the holders of Junior Preferred Series Six. See Tr. 2187. The DCPPPs, as ultimately adopted, differed from the Junior Preferred Series in several ways. Each DCPPP spanned two years rather than five, id. at 208, and during this two-year period participants received cash payments, id. at 1592. At the end of the two years, participants were awarded shares of AIG stock (to be transferred from the Acquired Stock) if AIG’s earnings had increased sufficiently during the DCPPP period. Id. at 981, 1592. The shares awarded to plan participants were set aside and awarded to them only upon their retirement, death, or disability. Id. at 208, 1591-92. The vast majority of participants in the DCPPPs were AIG employees — mostly AIG managers, id. at 1593 — but employees of AIRCO (until it merged with AIG in 1978) and C.V. Starr also participated over the years, id. at 2072-73. As noted, the DCPPPs were funded with Acquired Stock, see id. at 833, and SICO’s Articles of Incorporation were amended to allow the new plans to be established, an amendment that, per the requirements spelled out above, required the approval of the holder of SICO’s Common Stock — i.e., the Charitable Trust, see STX BN. For each two-year plan, AIG managers made recommendations about which employees should be invited to participate in each DCPPP, Tr. 1596-97, but ultimately SICO’s board of directors established the list of participants, see id. at 243, and the SICO Voting Shareholders approved it, see ATX 180; Tr. 503-04; Tr. Appx. B 21B-23B. From 1975 through 2004, SICO provided a continuous series of two-year DCPPPs. See ATX 104; ATX 105; ATX 106; ATX 107; ATX 108; ATX 109; ATX 110; ATX 111; ATX 112; ATX 113; ATX 114; ATX 115; ATX 116; ATX 117; ATX 118. See also generally Tr. 2197-98. Participants in each DCPPP received a letter from SICO informing them that they had been granted a certain number of units in the plan. See, e.g., ATX 104. Beginning with the 1979-1980 plan, see ATX 106, these letters contained a recitation of the history of the 1970 reorganization, that noted, among other things, that [t]he voting shareholders of SICO, in an extraordinary decision, decided that [the value of the Acquired Stock] has been created through the outstanding performance on the part of two generations of American International people and it should not be used to enrich the then shareholders but instead preserved to provide incentives for succeeding generations. ATX 106 at 1; ATX 107 at 1; ATX 108 at 1; ATX 109 at 1; ATX 110 at 1; ATX 111 at 1; ATX 112 at 1; ATX 113 at 1; ATX 114 at 1; ATX 115 at 1; ATX 116 at 1; ATX 117 at 1; ATX 118 at 1. All the letters also stated that inclusion in one DCPPP did not guarantee inclusion in any future Plan. See id. The DCPPP agreements similarly provided that inclusion in a given DCPPP did not confer on the participant any right to continue to be employed at the company or to participate in future plans, see Tr. 246-50, and they further provided that the Board of Directors of SICO, subject to the final approval of the majority of SICO’s Voting Shareholders, had the power to amend the plans, id. at 245-46. At the end of 2004 and continuing into the beginning of 2005, preparations were underway to institute the 2005-2006 DCPPP. Id. at 1605-06. On February 25, 2005, SICO’s Board of Directors voted to approve the 2005-2006 DCPPP and the proposed list of participants and to pass the Plan and list along to SICO’s Voting Shareholders for final approval. ATX 179; Tr. 501-02. On the same day, the Voting Shareholders approved the Plan and the list of participants. ATX 180; Tr. 503-04. Preparations were also made for a meeting of DCPPP participants in Orlando, Florida on May 6-8, 2005, at which Greenberg would make a presentation. Tr. 504-06; ATX 1776. The 2005-2006 DCPPP was, however, ultimately cancelled by SICO. On March 14, 2005, Greenberg was forced to resign from his position as CEO of AIG. Tr. 506. Two weeks later, on March 28, 2005, he also resigned his position as Chairman of the Board of AIG. Id. at 507. On the same day that Greenberg resigned as Chairman, a meeting of the SICO Voting Shareholders was held; only two of the Voting Shareholders, Michael Murphy and Ernest Stempel, were present in person, while the remaining ten participated by telephone. ATX 182. At the time, three of the Voting Shareholders — Robert Sandler, Thomas Tizzio, and Edmund Tse — were still employees of AIG. Tr. 514. At the March 28, 2009 meeting, the SICO Voting Shareholders unanimously voted to remove nine of SICO’s Directors, ATX 182, all of whom were employees of AIG or of an AIG subsidiary or affiliate at the time, see ATX 171; Tr. 518, 856; Tr. Appx. B 28B. In early April 2005, Edward Matthews, at that time a director as well as a Voting Shareholder of SICO, see ATX 179 at 1; ATX 180 at 1, communicated to AIG that SICO did not expect to provide a DCPPP for 2005-2006 or any future DCPPPs, Tr. 608. (When SICO took this action, no letters or plan documents had been sent to those on the list of participants in the 2005-2006 DCPPP. Tr. 2437.) On May 24, 2005, the Voting Shareholders of SICO unanimously passed a resolution to rescind the actions taken in February approving the 2005-2006 DCPPP and “to agree that the Company should not provide any additional DCPPPs in the future with respect to AIG.” ATX 1054 at 5. The Voting Shareholders also passed a resolution amending the Articles of Incorporation of SICO to remove references to an alternative contingency plan to the DCPPPS. ATX 1054 at 4. Although SICO cancelled the DCPPP program from 2005 forward, it fulfilled all obligations to participants in past DCPPPs. Indeed, on April 7, 2005, Matthews sent a letter to participants in past DCPPPs assuring them that shares set aside under past plans would not be touched. ATX 190. The letter read, “[t]he directors of SICO consider this obligation of SICO to the DCPPP participants a sacrosanct commitment made to all the participants and will honor it above all other obligations.” Id. AIG does not allege that SICO failed to live up to this commitment. On July 27, 2005, the Voting Shareholders of SICO adopted a new “Statement of Purpose” that “rescind[ed] any and all pri- or statements of purpose or similar documents previously adopted by [SICO] or its Voting Shareholders.” ATX 195 at 3. Seeking to pour old wine into new bottles, the Statement of Purpose offers an account of the history of the 1970 reorganization and the DCPPP somewhat different in its points of emphasis from the account set forth in the 1970 Memorandum of Intent, the 1992 Statement of Commitment, and the numerous speeches Greenberg made over the years (discussed below). Where those documents and speeches emphasized that the legal structures put in place in 1970 were chiefly concerned with providing incentive compensation to future employees of AIG and other Starr-related entities, see, e.g., ATX 5 at 2, as well as protecting AIG against a possible hostile takeover, see, e.g., ATX 2 at 3-4, the 2005 Statement of Purpose states that “[o]ne of the principal long range objectives in 1970 was to build value for eventual long range use and distribution to the common stock owners for charitable purposes,” ATX 98 at 1. While a very different “spin” from prior accounts, however, this new emphasis was not entirely without historical support, as evidenced, for example, by the creation of the Charitable Trust. The 2005 Statement of Purpose then went on to emphasize that the decision in 1970 to provide incentive compensation to employees of AIRCO and AIG was “entirely discretionary on the part of the Voting Shareholders,” id., and was made because “the [Vjoting [Shareholders had determined that funding a deferred compensation plan would enable AIRCO and AIG to attract and retain exceptionally talented executives” who would contribute to the growth of AIRCO and AIG and, ultimately, “[enhance] the long-term value of [SICO’s] direct financial stake in AIRCO, and its indirect stake in AIG,” id. This was essentially consistent with prior accounts. Finally, the Statement explained that although in 1970, “the philosophies and economic incentives of [SICO], AIRCO and AIG were aligned,” “[t]his is clearly no longer the case,” id. at 2, which plainly was true. The Statement concludes by stating that SICO will exercise its “sole discretion” over its assets and “[chart] a new direction to be determined by [its] Board of Directors and Voting Shareholders consistent with [its] Articles of Incorporation and By-laws.” Id. On September 28, 2005, SICO’s Board of Directors authorized the opening of an account at Bank of Bermuda to hold the Acquired Stock, ATX 196 at 4, and on the same day a majority of the Voting Shareholders instructed JP Morgan Chase to release the Acquired Stock and forward the share certificates to SICO, ATX 197. The certificates were subsequently flown to Bermuda and placed in the account there. See Tr. 532. These actions were undertaken, in part, out of concern that AIG would attempt to attach the stock. See id. at 601-02. In February of 2006, SICO began to sell AIG stock. Id. at 2659. SICO first sold AIG stock that was designated as “unrestricted” in SICO’s financial records (i.e., not subject to the restrictions placed on the Acquired Stock), see id. at 2646-47, and then, in December 2006, once SICO had sold all of its “unrestricted” AIG stock, it began to sell the AIG shares that, according to its accounting, were classed as Acquired Stock, see id. at 2658, 2674. In total, SICO sold 96,910,978 shares of AIG stock for $4,276,889,269.89. ATX 1945 at 52; Tr. 2661. Of this total, approximately 74 million shares, worth approximately $2.9 billion, were designated Acquired Stock. Tr. 2658. In May 2009, however, SICO began to purchase shares of AIG stock, so that it possessed, at the time of trial, the same number of “Acquired” or “restricted” shares — 269 million — as it possessed in March 2005, when Greenberg left AIG. Id. at 2658-59. CONCLUSIONS OF LAW Against this factual background, the Court now turns to AIG’s breach-of-trust counterclaim, ie., the claim that SICO held the Acquired Stock in a trust of which AIG was the beneficiary and that SICO violated the terms of this trust by terminating the DCPPPs and/or by subsequently selling some of the Acquired Stock. In order to create a valid trust under New York law (which both sides agree is applicable here), four “essential elements” are required: (1) a designated beneficiary, (2) a designated trustee, who is not the same person as the beneficiary, (3) a clearly identifiable res, and (4) the delivery of the res by the settlor to the trustee with the intent of vesting legal title in the trustee. Agudas Chasidei Chabad of United States v. Gourary, 833 F.2d 431, 434 (2d Cir.1987). The trust that AIG claims was created was an oral, or “express” trust. A trust need not be in writing to be valid, and “no particular form of words is necessary” to create one. Id. Indeed, “a trust may emerge by implication from the acts or words of the person creating it.” Id. (quotation marks and citation omitted). However, in order to find that a trust has been created where there is no written declaration expressly creating a trust, the intent to create a trust must “aris[e] as a necessary inference from unequivocal evidence,” id. New York law in turn defines “unequivocal evidence” as “circumstances which show beyond reasonable doubt that a trust was intended to be created,” id. (citing Beaver v. Beaver, 117 N.Y. 421, 428, 22 N.E. 940 (1889)). Despite this language, AIG contends that “unequivocal evidence” is more akin to “clear and convincing evidence.” AIG’s Proposed Jury Instructions at 21. While the Court disagrees with this contention, the dispute is irrelevant here, because the Court finds that under any heightened standard, whether “clear and convincing” or otherwise, AIG has failed to carry its burden of proving an intent to create the trust it claims was created. Specifically, AIG argues that in 1970, AIG transferred the Acquired Stock to SICO with the intent that SICO would hold the stock in trust for the benefit of AIG. See Tr. 2847. By this account, then, AIG was both the settlor of the trust and its beneficiary. The first problem that this argument encounters is that the record of the 1970 transactions shows that legal title to the shares from which the Acquired Stock was ultimately derived first passed to AIRCO and then to SICO, and that it was the SICO Voting Shareholders who then segregated the portion that was designated as the Acquired Shares — so that AIG could not have been the settlor. In response, AIG argues that all of this is just an artificial formalism, given the overlapping control of AIG, SICO, and the other entities involved in the reorganization, and that, properly understood, the entire 1970 reorganization was superintended by and designed to benefit AIG. See, e.g., Tr. 2868-69. Specifically, AIG argues that the chronology of the 1970 reorganization, viewed together with various statements and documents issued by AIG, shows that AIG was the prime mover behind the entire set of transactions and that, in orchestrating the reorganization, AIG ensured that incentive compensation be provided for its employees through SICO. Thus, AIG notes, on February 25, 1970, Green-berg announced — in his capacity as President of AIG — that AIG’s board had met to consider acquiring substantially all of SICO’s and C.V. Starr’s insurance operations. STX CC at 379. Then, on March 4, 1970, Greenberg announced — again as AIG’s President — that AIG’s board of directors had approved this proposal. Id. at 381. AIG also stated, in the proxy statement for the reorganization, that “[t]he terms of the proposed acquisitions were determined by the Board of Directors of AIG,” briefly explained the method of arriving at these terms (which included obtaining a fairness opinion from Morgan Stanley), and then noted, “[t]he terms as so established have been accepted by [SICO], AIRCO and Starr, subject, in the case of AIRCO, to approval by its shareholders.” ATX 29 at 4. AIG also relies upon a document entitled “AIG Acquisition of AI: Schedule of Meetings and Transactions,” dated May 11, 1970, STX Z-6, that sets out the steps taken to accomplish the reorganization. This document indicates that after the March 4, 1970 approval of the proposed reorganization by AIG’s Board of Directors, there was a May 14, 1970 meeting of the SICO Voting Shareholders at which they approved the “AIRCO-AIG exchange offer if made in terms set forth in AIG proxy statement” and also adopted the amendments to SICO’s Articles of Incorporation that created the common stock and changed the terms for valuing the Junior Preferred Stock. See STX Z-6. AIG emphasizes that these amendments were presented to SICO’s Voting Shareholders before this meeting under cover of the May 12, 1970 explanatory memo from Duncan Lee, ATX 61, who was at that time General Counsel of AIG (as well as Vice President and Secretary), ATX 29 at 6. Only after these steps were taken was the deal closed on June 30, 1970. See STX Z-6. According to AIG, these facts show that AIG orchestrated the restructuring of SICO so that SICO could become, going forward, a compensation vehicle for AIG employees. These aspects of the 1970 reorganization are conceivably consistent with an intention, on AIG’s part, to create a trust of which it was the beneficiary. But much more is required by the “unequivocal evidence” standard than that one possible interpretation of the evidence is that AIG intended that such a trust be created. Rather, the “unequivocal evidence” standard, as interpreted by the New York courts and the Second Circuit, requires in the instant context that, while there may be contrary evidence, overall the facts must admit of no reasonable interpretation other than that AIG intended to create a trust. See Agudas, 833 F.2d at 434. Indeed, even under a “clear and convincing” standard, which AIG argues (erroneously, in the Court’s view) may be applied here, the proof that AIG intended to create the trust must be “highly probable” or “reasonably certain,” see, e.g., People v. Stewart, 61 A.D.3d 1059, 1060, 876 N.Y.S.2d 208 (3d Dep’t 2009); United States v. Goba, 220 F.Supp.2d 182, 189 (W.D.N.Y.2002) (citing Black’s Law Dictionary (7th ed.1999)). Yet the most that AIG has shown in this regard, the Court finds, is that this is a conceivable reading of the available evidence, and not even the more likely one. This is particularly evident when one remembers that the essence of an express trust is that it is clearly expressed: that is, the intent to create the trust must be plainly and objectively manifested, so that the inference that it was created is a necessary one, not just a plausible possibility. See Agudas, 833 F.2d at 434; Del Drago v. Comm’r of Internal Revenue, 214 F.2d 478, 480 (2d Cir.1954). In the instant context, it is unclear how AIG, a public company that can act only through appropriate formalities, could be understood to have an intent to create a trust if that intent is nowhere memorialized in the proceedings of AIG’s board of directors. Yet nowhere in evidence here is there a statement or document issued by AIG or its Board either stating or necessarily implying that AIG intended that the shares it caused to be transferred to SICO in 1970 be placed in trust. Moreover, it was SICO, not AIG, that took many of the requisite actions that governed the use of the Acquired Stock. It was SICO, not AIG, that amended its Articles of Incorporation to set aside the Acquired Stock and SICO that memorialized its intentions in this regard when the Voting Shareholders signed the 1970 Memorandum of Intent. And the record abounds with statements by SICO — in, for example, the 1992 Statement of Commitment, ATX 5 at 2, and in the letters announcing each DCPPP plan, see, e.g., ATX 106 at 1 — that the decision to set aside the Acquired Stock to be used to fund incentive compensation (until such time as there was dissolution and the assets went to the Charitable Trust) was a decision made by the SICO Voting Shareholders, who otherwise, as the controlling shareholders of SICO and as substantial holders of the SICO Junior Preferred Stock, could have taken most of the $130 million value of the AIG stock for their own benefit, see ATX 2 at 4. Indeed, many of AIG’s own public filings, including recent Forms 10-K filed with the Securities and Exchange Commission, see, e.g., STX HD-33; STX HD-34, and a 2002 proxy statement, STX HG-30, state that “[t]he SICO plan [i.e., the DCPPP Plan] came into being in 1975 when the voting shareholders and Board of Directors of SICO ... decided that a portion of the capital value of SICO should be used to provide an incentive plan for the current and succeeding managements of all American International companies, including AIG.” By all of these accounts, it was SICO, not AIG, that determined what would be done with the Acquired Stock. Viewed in its entirety, then, the evidence simply does not show by any standard, let alone by unequivocal evidence, that in 1970 AIG intended to create or believed it was creating the trust it now alleges it created. Nor, even under a preponderance of the evidence standard — which applies to the essential elements of an express trust other than the intent to create the trust, see Tr. 3022 — does the evidence show that any trust of the kind for which AIG now argues existed from 1970 going forward. To begin with, it is noteworthy in this regard that the trust that AIG posits was never memorialized in writing. While it is true that a writing is not required to create a trust, Agudas, 833 F.2d at 434, that does not mean that the absence of a writing in this context does not have evidentiary weight. It borders on the incredible that a public company would commit shares representing approximately one fourth of its total market capitalization to a trust of which it is the sole beneficiary without the slightest documentation of this fact. In contrast, the much less immediately relevant Charitable Trust and the “companion trust” at C.V. Starr were both memorialized in trust documents. STX D; STX E. Even more damning is the fact that AIG produced no witnesses who testified that a trust in favor of AIG existed. On the contrary, every witness familiar with the 1970 reorganization, AIG’s compensation programs, or SICO or AIG’s finances who was asked about the existence of such a trust denied any knowledge of one. This includes, for example, AIG’s independent directors. Carla Hills, who was an independent director of AIG from 1993 to 2006 and who served on AIG’s audit committee, Tr. 1192, testified that to her knowledge AIG had no ownership interest in SICO’s AIG stock and that during her 13 years on AIG’s board, no one ever told her that a trust in favor of AIG existed at SICO, id. at 1201. Dean Phypers, who served as an independent director of AIG from 1979-2000, id. at 2369-70, and who sat on AIG’s audit committee for much of that time, id. at 2371, testified that he did not recall that Freeman, Mantón, Stempel, Greenberg, Roberts, Aidinoff, or Matthews, all of whom he worked with as members of AIG’s board of directors, id. at 2380, ever stated that any of SICO’s AIG shares were held in trust for the benefit of AIG, id. at 2382. Frank Zarb, another outside director of AIG from 2001 to 2008, id. at 1508, who also served on AIG’s audit committee, id. at 1509-10, testified that apart from the claims asserted by AIG in this case and what counsel had told him, he was not aware of anyone asserting that SICO had a legal obligation to continue to fund the DCPPPs, id. at 1555. This also includes AIG’s counsel. Bernard Aidinoff, who was counsel for AIG at the time of the 1970 reorganization and served as a director of the company from 1984 to 2006, id. at 2589, testified that although it was understood that the Acquired Stock would be used to fund the DCPPPs over the years, he knew of no contract or agreement as such between SICO and AIG that obligated SICO to continue the DCPPPs, id. at 2599. Ernest Patrikis, who was Senior Vice President and General Counsel of AIG from 1999 to 2006, id. at 1882-82, testified that before Greenberg resigned as Chairman and CEO of AIG, he had never heard anyone assert that a trust (apart from the Charitable Trust) controlled any of SICO’s AIG shares, id. at 1911-12. This also includes AIG’s auditors. Anthony Colao, a partner at Coopers & Lybrand who was responsible for auditing AIG from 1980-1986, id. at 1929-30, testified that he did not recall ever having been told of a trust or agreement between AIG and SICO concerning how SICO would use any of its AIG shares, id. at 1936. Richard Mayock, a partner at PrieewaterhouseCoopers (“PwC”) who worked as an auditor of AIG for seven years ending in 2004, id. at 1957-58, testified that he never saw any document authored by AIG and produced to PwC that indicated that there was an agreement or contract between SICO and AIG concerning how SICO would use the Acquired Shares, nor, to his knowledge, did any AIG person ever orally inform any PwC person that there was such an agreement, id. at 1976-77. And it includes AIG executives. R. Kendall Nottingham, who became Executive Vice President of AIG in 1998 and a Director of SICO in 2003, testified that he had no knowledge of an agreement that obligated SICO to use the Acquired Stock to fund deferred compensation for AIG employees and that he was never made aware of any trust pursuant to which the Acquired Shares were being held by SICO for the benefit of AIG or AIG employees. Id. at 1762-63. Finally, Martin Sullivan, who replaced Greenberg as CEO of AIG in March 2005, id. at 1011, and so was AIG’s chief executive at the time SICO terminated the DCPPPs, testified that he never heard anyone say that there was an agreement or understanding between SICO and AIG as to how the AIG shares held by SICO would be used, id. at 2733. While it is conceivable that one or more of these individuals could simply have been ignorant of the existence of the trust that AIG alleges, taken cumulatively, their testimony indicates, rather overwhelmingly, that there was no such trust. Moreover, despite years of discovery, AIG, which has the burden to prove the trust, was unable to call a single AIG executive, director, auditor, lawyer, or employee to testify to the existence of such a trust. Nor was there any reference to a trust of which SICO was the trustee and AIG was the beneficiary in any of the many public filings and audited statements issued by AIG over the decades. On the contrary, SICO introduced evidence showing that on a numerous occasions in various contexts, AIG and its auditors stated that SICO and/or the Charitable Trust was the “beneficial owner” or the “primary beneficiary” of the Acquired Stock. For example, in a filing made with the Federal Office of Thrift Supervision, AIG stated that “SICO beneficially owns approximately 13.7% of the outstanding common stock of AIG.” STX JD at 3. In a February 2002 letter to PwC, AIG stated that “[t]he beneficial owner of the AIG shares held by [SICO] is a charitable trust.” STX I at 13. In a March 2005 memorandum, PwC concluded that the Charitable Trust was SICO’s “presumptive PB [primary beneficiary]” for purposes of Financial Accounting Standards Board Interpretation No. 46R (“FIN 46R”). STX A at 9. AIG argued that in some or all of these instances, the terms “beneficial ownership” and “primary beneficiary” were intended to have the specialized meanings ascribed to them in the context of the securities laws, see 17 C.F.R. § 240.13d-3(a), or accounting rules, see FIN 46R. The Court agrees that in certain of these instances these terms did carry specialized meanings — for example, the discussion of “primary beneficiary” in PwC’s March 2005 memorandum, STX A — and that no one localized use of either term settles the dispute over whether the alleged trust existed. At the same time, a document such as the 2005 PwC memorandum purports to offer a detailed overview of the relationship between AIG and SICO. It states, in the context of addressing whether there is a principal-agency relationship between the two companies, that “[substantially all the assets of SICO are beneficially owned by the [Charitable] Trust, administered by an independent trustee; at the present time and within the foreseeable future, the benefits of those assets will ultimately inure to parties unrelated to AIG.” Id. at 13. This statement cannot be reconciled with the trust alleged by AIG; indeed, the 2005 PwC memorandum and the other documents are, if anything, supportive of SICO’s contention that objective of ultimately donating the bulk of the Acquired Shares to charity was not a mere afterthought. And whatever the specialized meaning given to certain of the terms used in these documents, it is completely implausible to suggest that if AIG, a public company, were the beneficiary of an express trust containing assets worth, at their peak, over $20 billion, see STX EH at 2, some statement to this effect would not be set forth somewhere in AIG’s audited statements and public filings. The best that AIG offers to rebut this point, see Tr. 2925, is the argument that the real nature of the alleged trust was purposely obscured or concealed by Green-berg, because he did not wish to record the transfers and payments made pursuant to the DCPPPs as expenses of AIG. Several witnesses did testify that Greenberg had stated that if AIG were required to expense the DCPPPs, SICO would end the program. See Tr. 2597 (testimony of Aidinoff); Tr. 1909 (testimony of Patrikis); Tr. 1967-68 (testimony of Winograd); Tr. 2389 (testimony of Phypers). And in 2005, in the wake of Greenberg’s departure, AIG issued a restated 2004 Form 10-K (the “Restatement”), STX HD-36, that now ex-pensed the plans (and recorded a corresponding increase in paid-in capital). The Restatement included the following language: The amount of deferred compensation granted by SICO has previously been disclosed in the notes to AIG’s consolidated statements but was not included in the calculation of AIG’s consolidated net income because the amounts had been determined not to be material to AIG’s consolidated results of operations in any individual period. STX HD-36 at 41. The Restatement, however, does not indicate that there had previously been inadequate disclosure regarding the DCPPPs — nor does it anywhere refer to a previously undisclosed trust. Moreover, the Restatement elsewhere offers substantially the same account of the origins of the DCPPP Plan as that given by SICO here: [t]he original SICO Plan came into being in 1975 when the voting shareholders and Board of Directors of SICO ... decided that a portion of the capital value of SICO should be used to provide an incentive plan for the current and succeeding management of all American International companies, including AIG. Id. at 205-06. In this account, espoused by AIG, post-Greenberg, even as it discussed, a few sentences later, the fact that SICO would not provide future plans, id. at 206, AIG makes no reference to a trust, nor does it dispute that the decision to create the DCPPPs was made by SICO. Nor was the parties’ conduct over the 35-year period from 1970 to 2005 consistent with the existence of the trust that AIG now alleges existed during all those years. In argument at trial, AIG stressed that the Acquired Stock was used during this entire period to provide an uninterrupted series of incentive compensation programs for AIG employees, conduct that, it claims, is evidence of an obligation to do so on SICO’s part. See, e.g., Tr. 119, 2850, 2901, 2926. But while it is true that SICO used the Acquired Stock to fund compensation plans for this entire period, AIG employees were not the only persons to benefit from the Acquired Stock during this time. As noted above, for example, participants in both the Junior Preferred Series Six plan and in subsequent DCPPPs included not only AIG employees but employees of C.V. Starr and AIRCO as well. In addition, SICO (without protest from AIG) received dividends on the Acquired Stock that were treated as unrestricted assets. Tr. 2112-13, 2592. These facts indicate that AIG was not the sole beneficiary of the shares; other parties, including SICO itself as well as employees of C.V. Starr and AIRCO, received economic benefit from the Acquired Shares. See Schoellkopf v. Marine Trust Co. of Buffalo, 267 N.Y. 358, 362, 196 N.E. 288 (1935) (“Any person who under the terms of the instrument has a right, whether present or future, whether vested or contingent, to income or principal of the trust fund, has a beneficial interest in the trust.”). Nor did AIG, prior to 2005, ever voice any objection to this state of affairs. So strong is the evidence against the existence of the trust here posited by AIG that SICO’s counsel even argued at trial that it was simply a concoction of AIG’s counsel, devised in response to SICO’s initiation of the instant lawsuit. See, e.g., Tr. 2957-62. But this is not entirely fair, because Greenberg himself, in speech after speech during the years prior to 2005, referred to the DCPPPs as a kind of “trust.” Most of these statements were made in the course of speeches given to participants in the DCPPPs, the first of which took place on January 31, 1989, see ATX 2. The ostensible purpose of that speech was to explain the history and policy of the DCPPPs (participation in which had also come to be known as, simply, participating in “SICO,” see ATX 2 at 2; Tr. 201). Greenberg explained that at the time of the 1970 reorganization, [t]he then shareholders of [SICO and C.V. Starr] ..., we had the right, at that time, since we owned the shares in the company, to keep all the shares that were then being exchanged for [SICO] but what we did instead was simply take the book value and the difference between the book value and the market value was put into a company called SICO where we set up a trust. We said we’re going to put these shares in trust. Those shares, that was I might say probably the most unselfish act in corporate history in the United States .... We put these shares in a trust, in SICO, and that we wanted to do for two things. We wanted to have that trust control AIG so that we would not be vulnerable at any time in the future .... At the same time we said we wanted an incentive for on-going management, an incentive that they could share in the success of the company as it grows and some of the rewards ought to be — a formula should be devised that would do this. So what we set up was a mechanism under which shares in the trust come out of the trust to the shareholders based upon the performance of AIG We put in a couple of caveats in not knowing how future generations would behave. We said in the trust agreement that if any group of managers of SICO in the future, who-ever they may be, decided to liquidate the plan and keep all these assets for themselves, the moment they tried to do so that the assets would go to the Starr Foundation. So there’s no incentive for anybody to rob the nest .... ATX 2 at 2-6. At a similar meeting held in New York on July 24, 1996, see Tr. 221-23, Green-berg stated, When we did [the 1970] restructuring, of course, we turned in the shares we owned in the private companies. And we were entitled to, of course, the AIG shares in return. But we made a decision, at the time, that we would only take the book value and all the difference between book value and the market value was put into a trust. Even though we were entitled to the ownership that we were exchanging for the shares that were being exchanged, we felt that since this value had been built up over the years, no single group was entitled to take the benefits of that. That culture that we had and the ethics, and the commitment in the company— That amount I should tell you, is about 120 million dollars, which was, and is a considerable amount of money that went into that trust. All of us stood aside and said this is something we want to do. And we wanted to use that in a plan that would provide for incentives to future generations of managers in the AIG companies, based upon a formula, as to how AIG, itself, did .... That little so-called 120 million dollar amount of funds that we stepped aside from has turned out now, to be worth billions of dollars in the SICO plan, in the trust account. I should tell you, that trust account is set up so that no one group of individuals can ever raid it. It’s there only, it’s there for two purposes. One to be a major shareholder in AIG shares that make up this trust, so that we would have independence and not be, not fear a hostile takeover .... And second, to have this plan, that I described, that would pay out to the participants, based upon their participations in SICO .... It was, when it was set up, it was designed that we would give you these participations and they’d be held in trust for you. And when you retired, then those shares were made available at no cost. ATX 3 at 3-5. At a meeting on November 29, 2000, Greenberg spoke once again to DCPPP participants and made references to a kind of trust: [At the time of the 1970 reorganization,] we had a right to all the, all of the shares that were exchanged, which was AIG shares. But we chose not to do that. We chose to take the book value of the transaction and put the difference between book value and market value into a trust for the benefit going forward of ongoing managers and participants that we hoped, we built a plan for. That difference, at the time, was about a 120 million dollars, roughly .... So we really gave up uh, all of the benefits, all of us at the time, for that because we believed that it would be important to preserve the corpus for the future .... We chose to put these funds, uh, in the trust. Now that trust accounts for, today, roughly I think, about 18% of AIG’s share, shares outstanding. So it becomes a, became a control mechanism And when we first put it together, uh, we had very