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Exhibit 24
AMENDMENT NUMBER THREE TO THE RIGHTS AGREEMENT
Amendment Number Three dated as of February 19, 1998 ("Amendment Number
Three"), by and between American Bankers Insurance Group, Inc., a Florida
corporation (the "Company") and ChaseMellon Shareholder Services, L.L.C. (as
successor to Manufacturers Hanover Trust Company ("Manufacturers Hanover"), a
New York banking corporation, the "Rights Agent"), to the Rights Agreement (as
hereinafter defined). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Rights Agreement.
RECITALS
WHEREAS, the Company and Manufacturers Hanover entered into and executed
the Rights Agreement dated as of February 24, 1988, as Amended and Restated as
of November 14, 1990, and as further amended as of December 19, 1997 and
February 5, 1998 (the "Rights Agreement"); and
WHEREAS, the Company and the Rights Agent have agreed to and hereby desire
to supplement and amend the Rights Agreement in the manner set forth herein; and
WHEREAS, except as otherwise stated herein, the Rights Agreement remains
in full force and effect;
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NOW, THEREFORE, in consideration of the mutual agreements and
covenants hereinafter set forth, the Company and the Rights Agent hereby agree
to amend and supplement the Rights Agreement as follows:
SECTION 1(a) OF THE RIGHTS AGREEMENT IS AMENDED TO READ, IN ITS ENTIRETY,
AS FOLLOWS:
(a) "Acquiring Person" shall mean any person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial
Owner of fifteen percent (15%) or more of the shares of Common Stock then
outstanding, but shall not include the Company, and Subsidiary of the
Company, any employee benefit plan of the Company or any Subsidiary of the
Company, or any Person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan. Notwithstanding
anything to the contrary contained herein, American International Group,
Inc. ("AIG"), AIGF, Inc., a wholly-owned subsidiary of AIG ("AIGF"), or
any of their Affiliates shall not be deemed to be an Acquiring Person for
any purpose of this Agreement solely by reason of the execution, delivery
or consummation of the transactions contemplated by the Agreement and Plan
of Merger dated as of December 21, 1997, as amended and restated as of
January 7, 1998, and as amended by Amendment No. 1 thereto dated as of
January 28, 1998, among the Company, AIG and AIGF (the "Merger
Agreement"), the Stock Option Agreement dated as of December 21, 1997,
between the Company and AIG (the "Stock Option Agreement") and the Voting
Agreement dated as of December 21, 1997, among AIG and certain
stockholders of the Company (the "Voting Agreement"); provided, however,
that AIG, AIGF or any of their Affiliates shall be deemed to be an
Acquiring Person if any of them acquire Beneficial Ownership of any shares
of Common Stock other than pursuant to the Merger Agreement, Stock Option
Agreement, or Voting Agreement.
SECTION 1(c)(iv) OF THE RIGHTS AGREEMENT IS AMENDED TO READ, IN ITS
ENTIRETY, AS FOLLOWS:
(iv) notwithstanding anything herein to the contrary, AIG, AIGF or
any of their Affiliates shall not be deemed to be a Beneficial Owner for
any purpose of this Agreement of any shares of Common Stock acquired or to
be acquired pursuant to the execution, delivery or consummation of the
transactions contemplated by the Merger Agreement, the Voting Agreement or
the Stock Option Agreement, including without limitation the granting of
an irrevocable
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proxy pursuant to the Stock Option Agreement, but shall be deemed to be
the Beneficial Owner of any shares of Common Stock acquired otherwise
than pursuant to the Merger Agreement, Stock Option Agreement, or Voting
Agreement.
Section 3(a) of the Rights Agreement is amended to read, in its entirety,
as follows:
(a) Until the Close of Business on the day (or such later date as may
be determined by action of the Board of Directors, upon approval by a
majority of the Continuing Directors) which is the earlier of (i) the
tenth (10th) day after the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a report
filed pursuant to Section 13(d) under the Exchange Act) by the Company or
an Acquiring Person that an Acquiring Person has become such (or, if the
tenth (10th) day after such date occurs before the Record Date, the Close
of Business on the Record Date), or (ii) the tenth (10th) Business Day
after the date that a tender or exchange offer by any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or given within the
meaning of Rule 14d-2(a) of the General Rules and Regulations under the
Exchange Act, if upon consummation thereof, such Person would be the
Beneficial Owner of fifteen percent (15%) or more of the shares of Common
Stock then outstanding (the earlier of such dates being herein referred to
as the "Distribution Date") (except that no Distribution Date shall occur
until such date as shall be determined by the Board of Directors, upon
approval by a majority of the Continuing Directors, as a result of the
Cendant Offer), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the Common Stock
(which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the Company).
As soon as practicable after the Distribution Date, the Rights Agent will
send by first-class, insured, postage prepaid mail, to each record holder
of the Common Stock as of the Close of Business on the Distribution Date,
at the address of such holder shown on the records of the Company, one or
more rights certificates, in substantially the form of Exhibit B hereto
(the "Rights Certificates"), evidencing one Right for each share of Common
Stock so held, subject to adjustment as provided herein. In the event that
an adjustment in the number of Rights per share of Common Stock has been
made pursuant to Section 11(p) hereof, at the time of distribution of the
Right Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that
Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. As of and
after the Distribution Date, the Rights will be evidenced solely by the
Rights Certificates. Notwithstanding anything herein to the contrary, the
date of execution, delivery or consummation of the transactions
contemplated by the Merger Agreement, the Stock Option Agreement and the
Voting Agreement shall not be deemed to be a Distribution Date for any
purpose of this Agreement solely by reason of such execution, delivery or
consummation; provided, however, that any other acquisition of Beneficial
Ownership of Common Stock by AIG, AIGF or any of their Affiliates
otherwise than pursuant to the Merger Agreement, the Stock Option
Agreement or the Voting Agreement shall give rise to a Distribution Date.
This Amendment Number Three may be executed in any number of counterparts with
the same effect as if the signatures thereunto and hereto were upon the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number
Three to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first written above.
ATTEST: AMERICAN BANKERS INSURANCE GROUP, INC.
/s/ Xxx Xxxxx /s/ Xxxxxx X. Xxxxxx
By:_____________________________ By:_____________________________
Name: Xxx Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Admin. Asst. Title: President and CEO
ATTEST: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
/s/ Xxxxxx Xxxxx Xxxxxx X. Xxxxxxx
By _____________________________ By:_____________________________
Name: Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx
Title: Asst. Vice President Title: Relationship Manager
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