Exhibit D
AMENDED AND RESTATED AGREEMENT OF JOINT FILING
WHEREAS, American International Group, Inc., a Delaware corporation,
American Home Assurance Company, a New York corporation, Commerce and Industry
Insurance Company, a New York corporation, National Union Fire Insurance Company
of Pittsburgh, Pa., a Pennsylvania corporation and New Hampshire Insurance
Company, a Pennsylvania corporation (the "Original Parties") entered into an
Agreement of Joint Filing dated as of December 15, 1994 (the "Agreement"); and
WHEREAS, the Original Parties desire further to amend and restate the
Agreement in order to include AIG Commercial Insurance Group, Inc. and AIG
Property Casualty Group, Inc. as additional parties who agree to the joint
filing on their behalf of a Statement on Schedule 13D;
NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended and
restated follows:
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D, or any amendments thereto, with
respect to the common stock, par value $0.001, of 21st Century Insurance Group
and that this Agreement be included as an Exhibit to such filing.
Each of the undersigned represents and warrants to the others that the
information about it contained in the Statement on Schedule 13D is, and in any
amendment thereto will be, true, correct and complete in all material respects
and in accordance with all applicable laws.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this
Agreement as of September 27, 2007.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President and
Secretary
AMERICAN HOME ASSURANCE COMPANY
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
COMMERCE AND INDUSTRY INSURANCE COMPANY
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
NEW HAMPSHIRE INSURANCE COMPANY
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
Signature Page to
Amended and Restated Agreement of Joint Filing
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA.
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
AIG COMMERCIAL INSURANCE GROUP, INC.
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
AIG PROPERTY CASUALTY GROUP, INC.
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
Signature Page to
Amended and Restated Agreement of Joint Filing
