Exhibit 2(b)
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
385 Washington Street, MC 517A
St. Paul, Minnesota 55102
September 26, 2001
OLD MUTUAL PLC
Lansdowne House
57 Berkeley Square
3rd Floor
London
W1J 6ER
United Kingdom
OLD MUTUAL U.S. LIFE HOLDINGS, INC.
12900 Metcalf, Suite 200
Overland Park, Kansas 66213
Dear Sirs:
This letter agreement amends the Stock Purchase
Agreement, dated as of April 26, 2001 (the "Stock Purchase
Agreement"), between you and us, as set forth herein.
Section 1.3(a)(i) of the Stock Purchase Agreement
is amended to read in full as follows:
"(i) Purchaser shall deliver $285,000,000 plus
accrued interest at the LIBOR rate from June 30, 2001
through to the next Business Day after the Escrow Closing
Date (or, if a Closing Date has been mutually agreed upon in
writing by Parent and Seller which is later than the next
Business Day after the Escrow Closing Date, through to such
later Closing Date) in immediately available funds (the
"Cash Consideration") to The Bank of New York (the "Escrow
Agent"), which shall be held and disbursed by the Escrow
Agent pursuant to the terms and conditions of this Agreement
and of the Escrow Agreement, dated as of September 26, 2001,
among St. Paul Fire and Marine Insurance Company, Old Mutual
plc and the Escrow Agent (the "Escrow Agreement"); and".
Section 1.3(b) of the Stock Purchase Agreement is
amended to read in full as follows:
"(b) Subject to the terms and conditions contained
herein, in consideration for the sale and delivery of the
Surplus Note, at the Escrow Closing, Note Purchaser shall
deliver $50,000,000 plus accrued interest on the Surplus
Note through to the next Business Day after the Escrow
Closing Date (or, if a Closing Date has been mutually agreed
upon in writing by Parent and Seller which is later than the
next Business Day after the Escrow Closing Date, through to
such later Closing Date), in immediately available funds
(the "Surplus Note Consideration") to the Escrow Agent,
which shall be held and disbursed by the Escrow Agent
pursuant to the terms and conditions of this Agreement and
of the Escrow Agreement."
Section 1.5(b) of the Stock Purchase Agreement is
amended to read in full as follows:
"(b) Parent (on behalf of Purchaser and Note
Purchaser), Purchaser and Note Purchaser, as appropriate,
will deliver to (i) the Escrow Agent (who shall hold such
cash sums in escrow pending Closing on the terms and subject
to the conditions set forth in the Escrow Agreement) the
Cash Consideration and the Surplus Note Consideration, and
(ii) Seller's Lawyers (who shall hold such documents in
escrow and, in the case of documents to be dated the Closing
Date, undated, to the order of Purchaser and Note Purchaser
pending Closing on the terms and subject to the conditions
set forth in the Lawyers' Escrow Instruction Letter) (A) a
share certificate or share certificates for the Initial
Parent Shares in the name of Seller or such affiliate or
affiliates of Seller as Seller may direct and accompanied by
any requisite transfer tax stamps, (B) the certificate
referred to in Section 8.3.7 of this Agreement, (C) the
Indemnification Agreement duly executed and delivered by
Parent, (D) the License Agreement, duly executed and
delivered by Parent, and (E) such other documents and
instruments required to be delivered by Parent under the
terms of this Agreement."
Section 1.7(b) of the Stock Purchase Agreement is
amended to read in full as follows:
"(b) (i) The Escrow Agent shall transfer the Cash
Consideration and Surplus Note Consideration to such bank
account as Seller may direct; and
(ii) Seller's Lawyers shall date and release to
Seller all of the documents and instruments referred to in
Section 1.5(b)(ii) above."
The reference to "Escrow Account" set forth in
Section 2.1(b) of the Stock Purchase Agreement shall be
deemed to be deleted.
Notwithstanding Sections 1.8(c) and 1.8(d) of the
Stock Purchase Agreement, each of the Parent and Seller
agree (x) to endeavor to mutually agree upon an amount, if
any, that shall constitute the Impaired Security Purchase
Price Adjustment for purposes of Section 1.8(a) of the Stock
Purchase Agreement within 20 days following the Closing
Date, and (y) that the Valuation Expert shall not be
required to be engaged until the date that is 21 days after
the Closing Date, provided that no Valuation Expert shall be
required to be engaged if Parent and Seller reach the mutual
agreement within the 20-day period referenced in clause (x)
above. The reference in the first sentence of Section
1.8(f) of the Stock Purchase Agreement to "final
determination of any adjustment pursuant to this Section
1.8" shall be deemed to mean final determination of any
adjustment pursuant to Section 1.8 of the Stock Purchase
Agreement or the date upon which Parent and Seller reach the
mutual agreement referenced in clause (x) above, as the case
may be. In the event that Parent and Seller do not reach
the mutual agreement within the 20-day period referenced in
clause (x) above, the reference to "Escrow Closing Date" in
the second sentence of Section 1.8(c) of the Stock Purchase
Agreement and to "Closing Date" in the second sentence of
Section 1.8(d) of the Stock Purchase Agreement shall be
deemed to mean the date that is 21 days after the Closing
Date.
Except as amended hereby, the Stock Purchase
Agreement shall remain in full force and effect.
This letter agreement may be executed in one or
more counterparts, each of which when executed shall be
deemed to be an original and all of which taken together
shall constitute one and the same agreement.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
If the foregoing is acceptable to you, please execute a
copy of this letter agreement in the space below, at which
time this instrument will constitute a binding agreement
between us with effect as of the date first above written.
Very truly yours,
ST. PAUL FIRE AND MARINE
INSURANCE COMPANY
By: /s/ Bruce A. Backberg
-----------------
Name: Bruce A. Backberg
Title: Senior Vice President and
Corporate Secretary
ACCEPTED AND AGREED BY
OLD MUTUAL PLC
By: /s/ M.C. Murray
-----------
Name: M.C. Murray
Title: Corporate Group Secretary
OLD MUTUAL U.S. LIFE HOLDINGS, INC.
By: /s/ Guy Barker
-----------
Name: Guy Barker
Title: President
By: /s/ Guy Barker
----------
Name: Guy Barker
Title: President