1 DOMINION AUTOMOBILE ASSOCIATION LIMITED Confidential March 9,1998 Westminster Mercantile Inc. 201 King Street London, Ontario N6A 4T3 Attention: Mr. Robert W. Trollope, President Dear Sir: Re. Purchase by Dominion Automobile Association Limited(the...Purchase Agreement • August 13th, 1998 • American Bankers Insurance Group Inc • Life insurance • Ontario
EXHIBIT 10.2 CONFORMED COPY VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is entered into as of March 5, 1999, between the undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of AMERICAN BANKERS INSURANCE...Voting Agreement • March 10th, 1999 • American Bankers Insurance Group Inc • Life insurance • Florida
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • January 13th, 1998 • American Bankers Insurance Group Inc • Life insurance
1 EXHIBIT 10.1 CONFORMED COPY STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of March 5, 1999 (the "Agreement"), between FORTIS, INC., a Nevada corporation (the "Grantee"), and AMERICAN BANKERS INSURANCE GROUP, INC., a Florida corporation...Stock Option Agreement • March 10th, 1999 • American Bankers Insurance Group Inc • Life insurance • Florida
EXHIBIT 25 RIGHTS AGREEMENT Dated as of February 19, 1998Rights Agreement • February 20th, 1998 • American Bankers Insurance Group Inc • Life insurance • Florida
TERMINATION AGREEMENT TERMINATION AGREEMENT, made and entered into as of the 19th day of March, 1998, by and among American Bankers Insurance Group, Inc., a Florida corporation (the "Company"), American International Group, Inc., a Delaware...Termination Agreement • March 24th, 1998 • American Bankers Insurance Group Inc • Life insurance • Delaware
RECITALSRights Agreement • March 10th, 1999 • American Bankers Insurance Group Inc • Life insurance
1 EXHIBIT 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • March 10th, 1999 • American Bankers Insurance Group Inc • Life insurance • Florida
RECITALSRights Agreement • March 24th, 1998 • American Bankers Insurance Group Inc • Life insurance
FIRST AMENDMENT TO VOTING AGREEMENTVoting Agreement • August 16th, 1999 • American Bankers Insurance Group Inc • Life insurance
1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 13th, 1998 • American Bankers Insurance Group Inc • Life insurance • Florida
1 EXHIBIT 10(iii).3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made this 5th day of March, 1999, by and between American Bankers Insurance Group, Inc., a Florida corporation (the "Company"), and Gerald N. Gaston (the...Consulting Agreement • March 30th, 1999 • American Bankers Insurance Group Inc • Life insurance
Exhibit 22 U.S.TRUST February 18, 1998 American Bankers Insurance Group, Inc. 11222 Quail Roost Drive Miami, Florida 33157 Attention: Mr. Arthur W. Heggen Re: Engagement of U.S. Trust Company of California N.A. Gentlemen: This letter agreement (the...Engagement Agreement • February 20th, 1998 • American Bankers Insurance Group Inc • Life insurance
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 1999 • American Bankers Insurance Group Inc • Life insurance • Florida
SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT, dated as of October 13, 1998 (the "Agreement"), by and among American Bankers Insurance Group, Inc., a Florida corporation ("ABIG"), Cendant Corporation, a Delaware corporation ("Cendant"), and Season...Settlement Agreement • October 14th, 1998 • American Bankers Insurance Group Inc • Life insurance • Delaware
BY AND AMONGStock Purchase Agreement • November 16th, 1998 • American Bankers Insurance Group Inc • Life insurance • Florida
1 EXHIBIT 10(v) AMERICAN BANKERS INSURANCE GROUP EXECUTIVE COMPENSATION AGREEMENT This agreement is hereby entered into between American Bankers Insurance Group, Inc., a corporation organized under the laws of Florida (hereinafter the "Corporation")...Executive Compensation Agreement • March 29th, 1996 • American Bankers Insurance Group Inc • Life insurance
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 24th, 1998 • American Bankers Insurance Group Inc • Life insurance • Florida
5- 6 assessable and free of preemptive rights; (d) except as otherwise required by the HSR Act and applicable insurance laws, the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated...Stock Option Agreement • January 13th, 1998 • American Bankers Insurance Group Inc • Life insurance • Delaware
Exhibit 99.2 SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT, dated as of October 13, 1998 (the "Agreement"), by and among American Bankers Insurance Group, Inc., a Florida corporation ("ABIG"), Cendant Corporation, a Delaware corporation ("Cendant"), and...Settlement Agreement • October 15th, 1998 • American Bankers Insurance Group Inc • Life insurance • Delaware
1 Exhibit 31 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 2nd, 1998 • American Bankers Insurance Group Inc • Life insurance • Florida
WITNESSETH:Note Modification Agreement and Waiver • May 14th, 1997 • American Bankers Insurance Group Inc • Life insurance • New York
January 27, 1998 American Bankers Insurance Group, Inc. 11222 Quail Roost Drive Miami, Florida 33157 Attention: Gerald N. Gaston, Vice Chairman, President and Chief Executive Officer Dear Mr. Gaston: In accordance with Section 1(b) of the Stock Option...Stock Option Agreement • February 6th, 1998 • American Bankers Insurance Group Inc • Life insurance
1 EXHIBIT 10(ii).2 CONSULTING AND NONCOMPETITION AGREEMENT THIS AGREEMENT ("Agreement") is made by and between American Bankers Insurance Group, Inc., a Florida corporation (the "Company") and R. Kirk Landon (the "Consultant"); WHEREAS, the Company...Consulting Agreement • March 30th, 1999 • American Bankers Insurance Group Inc • Life insurance • Florida
1 EXHIBIT 10(d) 5-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of December 1, 19955-Year Competitive Advance and Revolving Credit Facility Agreement • March 29th, 1996 • American Bankers Insurance Group Inc • Life insurance • New York
Sincerely, /s/ Gerald N. Gaston Gerald N. Gaston President and Chief Executive Officer 2 SUMMARY OF RIGHTS AGREEMENT, DATED AS OF FEBRUARY 19, 1998, BETWEEN AMERICAN BANKERS INSURANCE GROUP, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS RIGHTS...Shareholder Rights Agreement • March 2nd, 1998 • American Bankers Insurance Group Inc • Life insurance
1 EXHIBIT 10(iii).4 AGREEMENT TO TERMINATE SEVERANCE AGREEMENT This AGREEMENT TO TERMINATE SEVERANCE AGREEMENT, dated as of January 15, 1999 (this "Agreement") is made between American Bankers Insurance Group, Inc., a Florida corporation (the...Severance Agreement Termination • March 30th, 1999 • American Bankers Insurance Group Inc • Life insurance • Florida
1 EXHIBIT 36 (AMERICAN BANKERS INSURANCE GROUP, INC. LETTERHEAD) March 10, 1998 To Our Common Stock Holders: On February 19, 1998, the Board of Directors of American Bankers Insurance Group, Inc. (the "Company") adopted a new shareholders' rights...Shareholder Agreements • March 16th, 1998 • American Bankers Insurance Group Inc • Life insurance
2- 3 (all such persons, collectively "Representatives"), will (i) take any actions or make any claims or encourage or facilitate the taking of any actions or the making of any claims by others, challenging, or seeking to challenge, the validity or...Settlement Agreement • March 19th, 1998 • American Bankers Insurance Group Inc • Life insurance • Delaware
