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Exhibit 4.3
GUARANTEE AGREEMENT
GUARANTEE AGREEMENT, dated as of January 1, 1999 (the
"Guarantee"), by American International Group, Inc., a Delaware corporation (the
"Guarantor"), in favor of each registered representative (a "Party")
participating in the Registered Representatives' Deferred Compensation Plan (as
amended from time to time in accordance with its terms, the "Plan") of SAI
Deferred Compensation Holdings, Inc., a Delaware corporation (the "Company").
1. Guarantee. For value received, the Guarantor
unconditionally and irrevocably guarantees to each Party, its permitted
successors and assigns under the Plan, the prompt payment when due of all
present and future payment obligations and liabilities of all kinds of the
Company to such Party arising under the Plan, whether incurred by the Company as
maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise,
and whether due or to become due, secured or unsecured, absolute or contingent,
joint or several (the "Obligations").
2. Nature of Guarantee. The Guarantor's obligations hereunder
with respect to any Obligation shall not be affected by the existence, validity,
enforceability, perfection or extent of any collateral for such Obligation. No
Party shall be obligated to file any claim relating to the Obligations owing to
it in the event that the Company becomes subject to a bankruptcy, reorganization
or similar proceeding, and the failure of any party to so file shall not affect
the Guarantor's obligations hereunder. In the event that any payment to any
Party in respect to any Obligations is rescinded or must otherwise be returned
for any reason whatsoever, the Guarantor shall remain liable hereunder in
respect to such Obligations as if such payment had not been made. The Guarantor
reserves the right to assert defenses which the Company may have to payment of
any Obligation other than defenses arising from the bankruptcy or insolvency of
the Company and other defenses expressly waived hereby.
3. Consents, Waivers and Renewals. The Guarantor agrees that a
Party may at any time and from time to time,
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either before or after the maturity thereof, without notice to or further
consent of the Guarantor extend the time of payment of, exchange or surrender
any collateral for, or renew any of the Obligations owing to it, and may also
make any agreement with the Company or with any other party to or person liable
on any of the Obligations, or interested therein, for the extension, renewal,
payment, compromise, discharge or release thereof, in whole or in part, or for
any modification of the terms thereof or of any agreement between such Party and
the Company or any of such other party or person, without in any way impairing
or affecting this Guarantee. The Guarantor agrees that a Party may resort to the
Guarantor for payment of any of the Obligations, whether or not the Party shall
have resorted to any collateral security, or shall have proceeded against any
other obligor principally or secondarily obligated with respect to any of the
Obligations.
4. Expenses. The Guarantor agrees to pay on demand all
out-of-pocket expenses (including the reasonable fees and expenses of its
counsel) in any way relating to the enforcement or protection of the rights of a
Party hereunder.
5. Subrogation. Upon payment of all the Obligations owing to
any Party, the Guarantor shall be subrogated to the rights of such Party against
the Company, and such Party agrees to take at the Guarantor's expense such steps
as the Guarantor may reasonably request to implement such subrogation.
6. Enforcement by Parties. The Guarantor hereby acknowledges
that the Parties are intended beneficiaries of the Guarantee who may enforce
this Guarantee directly against the Guarantor.
7. Termination. This Guarantee may be terminated after 30 days
notice given by the Guarantor to the Plan Administrator for the Plan; provided,
however, that this Guarantee shall remain in full force and effect with respect
to Obligations of the Company outstanding or contracted or committed for
(whether or not outstanding) prior to the 30th day after notice of termination
is given to the Plan Administrator for the Plan, or until such Obligations shall
be finally and irrevocably paid in full.
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8. Governing Law. This Guarantee shall be governed by and
construed in accordance with the laws of the State of New York.
AMERICAN INTERNATIONAL GROUP, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman
By:
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary