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
corporation ("Parent") and AIGF, Inc., a Florida corporation and a wholly-owned
subsidiary of Parent ("Merger Subsidiary").
WHEREAS, the Company, Parent and Merger Subsidiary are parties to
that certain Amended and Restated Agreement and Plan of Merger, dated as of
December 21, 1997, as amended and restated as of January 7, 1998, as amended by
Amendment No. 1 dated as of January 28, 1998, and as amended and restated as of
February 28, 1998 (the "Merger Agreement");
WHEREAS, the Company and Parent are parties to that certain Stock
Option Agreement, dated as of December 21, 1997, as amended and restated as of
February 28, 1998 (the "Stock Option Agreement");
WHEREAS, Parent and certain stockholders of the Company are parties
to that certain Voting Agreement, dated as of December 21, 1998 (the "Voting
Agreement");
WHEREAS, the Company and Parent have entered into that certain
Settlement Agreement, dated as of March 18, 1998, by and among the Company,
Parent and Cendant Corporation, a Delaware corporation (the "Settlement
Agreement");
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Termination of Merger Agreement, Stock Option Agreement and
Voting Agreement.
(a) The parties hereto each expressly agree that the Merger
Agreement, the Stock Option Agreement and the Voting Agreement are hereby
terminated in accordance with the terms of the Settlement Agreement.
(b) Notwithstanding Section 9.1 of the Merger Agreement, as a
result of the termination of the Merger Agreement, the Stock Option Agreement
and the Voting Agreement pursuant hereto, the Merger Agreement, the Stock
Option Agreement and the Voting Agreement shall each become void, and no
obligations or provisions thereunder shall survive such termination.
2. Further Assurances. The parties hereto each hereby agree to
perform any further acts and to execute and deliver any documents which may be
reasonably necessary to carry out the provisions of this Termination Agreement.
3. Third Party Beneficiaries. The parties hereto each hereby agree
that R. Xxxx Xxxxxx and Xxxxxx X. Xxxxxx, as shareholders of the Company and as
parties to the Voting Agreement, shall be third party beneficiaries (the "Third
Party Beneficiaries") of this Agreement with respect to the termination of the
Voting Agreement.
4. Governing Law. This Termination Agreement shall be interpreted,
construed and enforced in accordance with the laws of the State of Delaware,
applied without giving effect to any conflicts of laws principles.
5. Counterparts. This Termination Agreement may be executed in
several counterparts, each of which, when so executed, shall be deemed to be an
original, and such counterparts shall, together, constitute and be one and the
same instrument.
6. Binding Effect. This Termination Agreement shall be binding
upon, and inure to the benefit of and be enforceable by the parties hereto
(including, with respect to the termination of the Voting Agreement, the Third
Party Beneficiaries) and their respective successors and assigns.
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IN WITNESS WHEREOF, the Company, Parent and Merger Subsidiary have
caused this Termination Agreement to be executed by their respective duly
authorized officers, all as of the day and year first above written.
AMERICAN BANKERS INSURANCE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President and
General Counsel
AIGF, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Attorney-in-Fact
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