EXHIBIT 2.3
EXECUTION COPY
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
The first Amendment (the "Amendment") to the Agreement and Plan of
Merger dated June 29, 2001 (the "Merger Agreement") by and among First Fortis
Life Insurance Company, the Voting Trustees under that certain Voting Trust
Agreement dated June 1, 1999, Fortis, Inc., Bankers American Life Assurance
Company, the Voting Trustees under that certain Voting Trust Agreement dated
August 20, 1999 and American Bankers Insurance Group, Inc., is effective as of
October 30, 2001.
RECITALS:
WHEREAS, the parties have entered into the Merger Agreement; and
WHEREAS, the parties desire to amend the Merger Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 3.1: Section 3.1 of the merger agreement is deleted and
replaced in its entirety by the following:
"Section 3.1 Conversion of Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holders of any
shares of the BALAC Common Stock or holders of any shares of the FFLIC Common
Stock:
(a) BALAC Common Stock. Each issued and outstanding share of the
BALAC Common Stock shall be cancelled.
(b) FFLIC Common Stock. Each issued and outstanding share of the
FFLIC Common Stock shall remain outstanding, unaffected by the
Merger."
2. Except as expressly set forth herein, the Merger Agreement
shall remain in full force and effect, unamended.
[Signatures on Next Page]
IN WITNESS WHEREOF, each of the parties has caused this First Amendment
to be executed on its behalf on the day and year first above written.
FIRST FORTIS LIFE INSURANCE
COMPANY
Attest: /s/ By: /s/
----------------------------- -----------------------------------
Name: Robert B. Pollock
Secretary
[Corporate Seal} Title: President, CEO
BANKERS AMERICAN LIFE
ASSURANCE COMPANY
Attest: /s/ By: /s/
----------------------------- -----------------------------------
Name: Robert B. Pollock
Secretary
[Corporate Seal} Title: President, CEO
BALAC TRUST
By: /s/
-----------------------------------
Name: J. Kerry Clayton
Title: Proxy for the Voting Trustees,
pursuant to the proxy dated August 20,
1999 and assigned by J.L.M. Bartelds, H.J.
Hielkema and B.J.H.S. Feilzer
FFLIC TRUST
By: /s/
-----------------------------------
Name: J. Kerry Clayton
Title: Proxy for the Voting Trustees,
pursuant to the proxy dated August 20,
1999 and assigned by J.L.M. Bartelds, H.J.
Hielkema and B.J.H.S. Feilzer
AMERICAN BANKERS INSURANCE
GROUP, INC.
Attest: /s/ By: /s/
----------------------------- -----------------------------------
Name: Robert B. Pollock
Secretary
[Corporate Seal} Title: CEO, Executive Vice President
FORTIS, INC.
Attest: /s/ By: /s/
----------------------------- -----------------------------------
Name: J. Kerry Clayton
Secretary
[Corporate Seal} Title: President, CEO