EXHIBIT 99.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of November 26,
1997, by and among Salomon Inc, a Delaware corporation ("Assignor"),
Travelers Group Inc., a Delaware corporation ("Assignee"), and First
Chicago Trust Company of New York, a New York trust company (the
"Depositary"). Unless otherwise indicated herein, all capitalized terms
used in this Agreement shall have the same meaning as provided in the
Deposit Agreement (as defined below).
WHEREAS, Assignor and the Depositary entered into a Deposit
Agreement, dated as of July 3, 1996 (the "Deposit Agreement"), in
connection with the issuance of the TruPS Units, providing for the deposit
of 9.50% Cumulative Preferred Stock, Series F, without par value, of
Assignor (the "Series F Stock") and the issuance of related depositary
receipts upon the exercise of purchase contracts forming part of the TruPS
Units ("Purchase Contracts");
WHEREAS, Assignor and Assignee have entered into an Agreement and
Plan of Merger, dated as of September 24, 1997, by and among Assignor,
Assignee and Diamonds Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Assignee ("Sub"), pursuant to which, among other
things, (i) Sub will merge with and into Assignor (the "Merger"), with
Assignor continuing as the surviving corporation and becoming a wholly
owned subsidiary of Assignee, and (ii) the right to receive each share of
Series F Stock upon exercise of a Purchase Contract will be converted into
the right to receive one share of 9.50% Cumulative Preferred Stock, Series
L, par value $1.00 per share, of Assignee (the "Series L Stock") upon
exercise of a Purchase Contract; and
WHEREAS, upon consummation of the Merger, at such time as stock is
required to be deposited under the Deposit Agreement, such stock shall be
the Series L Stock; and
WHEREAS, subject to consummation of the Merger, Assignor desires
to assign, and Assignee desires to accept, Assignor's obligations, rights
and interests under the Deposit Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1. Effective upon consummation of the Merger, Assignor hereby
absolutely and irrevocably delegates its obligations, and assigns, conveys
and transfers all of its rights and interests, under the Deposit Agreement
to Assignee.
2. Effective upon consummation of the Merger, Assignee hereby
absolutely and irrevocably accepts and assumes such delegation and
assignment of the obligations, rights and interests of Assignor under the
Deposit Agreement pursuant to paragraph 1 hereof.
3. The validity, interpretation, construction and performance of
this Agreement shall be governed by, and be construed in accordance with,
the laws of the State of New York, without regard to its conflicts of law
principles.
4. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to
be signed by its officer thereunto duly authorized as of the date first
above written.
SALOMON INC
By: /s/
--------------------------
Name:
Title:
TRAVELERS GROUP INC.
By: /s/
--------------------------
Name:
Title:
FIRST CHICAGO TRUST
COMPANY OF NEW YORK,
as Depositary
By: /s/
--------------------------
Name:
Title:
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