ASSETS OF THE COMPANY TO EXPRESSLY
ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE, UNLESS SUCH ASSUMPTION OCCURS BY OPERATION OF LAW. AS USED IN
THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS HEREINBEFORE DEFINED AND ANY
SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO
PERFORM THIS AGREEMENT BY OPERATION OF LAW, OR OTHERWISE.
(I)
NOTICE. FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN IF DELIVERED PERSONALLY, IF DELIVERED BY
OVERNIGHT COURIER SERVICE, IF SENT BY FACSIMILE TRANSMISSION OR IF MAILED BY
UNITED STATES REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
ADDRESSED TO THE RESPECTIVE ADDRESSES OR SENT VIA FACSIMILE TO THE RESPECTIVE
FACSIMILE NUMBERS, AS THE CASE MAY BE, AS SET FORTH BELOW, OR TO SUCH OTHER
ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE
HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON
RECEIPT; PROVIDED, HOWEVER, THAT (I) NOTICES SENT BY PERSONAL DELIVERY OR
OVERNIGHT COURIER SHALL BE DEEMED GIVEN WHEN DELIVERED; (II) NOTICES SENT BY
FACSIMILE TRANSMISSION SHALL BE DEEMED GIVEN UPON THE SENDER'S RECEIPT OF
CONFIRMATION OF COMPLETE TRANSMISSION, AND (III) NOTICES SENT BY UNITED STATES
REGISTERED MAIL SHALL BE DEEMED GIVEN TWO DAYS AFTER THE DATE OF DEPOSIT IN THE
UNITED STATES MAIL.
If to Executive, to the address as shall most currently appear on the records of
the Company
20
With a copy to:
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, OH
44114-1291
Fax: 216-566-5800
Attn: Roy L. Turnell, Esq.
If to the Company, to:
American International Group, Inc.
70 Pine Street
New York, NY 10270
Fax: 212-425-2175
Attn: General Counsel
With a copy to:
21st Century Insurance Group
6301 Owensmouth Avenue
Woodland Hills, CA 91367
Fax: 818-704-3737
Attn: General Counsel
With a further copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004-2498
Attn: Marc R. Trevino, Esq.
Fax: 212-558-3345
(J)
WITHHOLDING TAXES. THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS
PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE AND LOCAL TAXES AS MAY BE
21
REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
(K)
COUNTERPARTS. THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO
AND HERETO WERE UPON THE SAME INSTRUMENT.
22
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
EXECUTIVE
/s/ Bruce W. Marlow
Bruce W. Marlow
21ST CENTURY INSURANCE GROUP
/s/ Michael J. Cassanego
Name: Michael J. Cassanego
Title: Senior Vice President and General Counsel
AMERICAN INTERNATIONAL GROUP, INC.
/s/ Brian T. Schreiber
Name: Brian T. Schreiber
Title: Senior Vice President Strategic Planning