INSURER TO CHANGE BOARD; AMERICAN INTERNATIONAL GETS CHAIRMANSHIP AT 20TH CENTURY.

Byline: Courtney Schlisserman Bloomberg News

Officials with 20th Century Industries Inc. said it reached an agreement with majority holder American International Group Inc. to reconstitute its board, giving AIG the chairman's position.

The agreement follows plans made public last month for AIG to remove 20th Century's existing directors. AIG, which holds 51 percent of 20th Century, is the largest publicly traded U.S. financial company until approval of the merger that created Citigroup Inc.

Current 20th Century Chairman John B. De Nault will be replaced by AIG Chairman and Chief Executive Maurice R. Greenberg. De Nault and Rachford Harris voluntarily resigned from 20th Century's board, the company said.

The new board will have six current 20th Century board members, including President and Chief Executive William L. Mellick, three AIG executives currently on the board, and three new appointees. The new members are AIG vice president and general counsel Florence Davis, former California Insurance Commissioner Roxani M. Gillespie and AIG consultant and former BankAmerica Corp. retired vice chairman James P. Miscoll.

New York-based AIG, which sells wide-ranging types of commercial and personal insurance worldwide, has been looking to increase its share of the U.S. personal insurance market. The company said in January it would be ``willing to discuss'' acquiring 20th Century.

Last month, a 20th Century shareholder sued the company and its directors for allowing AIG to buy majority control of its stock.

Woodland Hills-based 20th Century, the ninth-largest publicly traded U.S. auto insurer, is primarily a direct-response marketer of auto insurance.

Shares in AIG fell $1 to $79.8125 and shares in 20th Century rose $0.6875 to $24.875. The agreement was announced after the close of U.S. markets.