EXHIBIT 99.6
(LOGO)
STANDARD MANAGEMENT
9 August 2002
Winterthur Life
General Xxxxxx-Xxxxxxx 00
Xxxxxxxxxx
Winterthur Overseas (SAC) Ltd.
Corner House, 00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00, Xxxxxxx
Dear Gentlemen:
1. We refer to the Purchase Agreement that we executed on 24 May 2002
regarding the acquisition of the shares issued by Premier Life
(Luxembourg) S.A. ("PLL") and the assignment and transfer of the
portfolio of insurance policies of Premier Life (Bermuda) Ltd. ("PLB")
(the "Purchase Agreement"), as well as to the Service Agreement
existing between PLL and PLB regarding the insurance services to be
provided by PLL to PLB (the "Service Agreement").
2. Clause 6.1 of the Purchase Agreement shall be amended to read as
follows:
6.1 Date and Place
Subject to Clause 4, Closing shall take place in Luxembourg as soon as
reasonably practicable following fulfillment or waiver of the
condition(s) set out in Clause 4.1 and 4.2 respectively, or at such
other location, time or date as may be agreed between the Parties, it
being agreed that for Taxation and accounting purposes Closing shall
be with retroactive effect on the last day of the month preceding
Closing for the sale of the Shares, and 12:01 a.m. Central European
Time 1 July 2002 and 5:01 p.m. Eastern Standard Time 30 June 2002 for
the assignment and transfer of the Transferred Portfolio; and it being
further agreed that Closing of the sale of the Shares and Closing of
the transfer of the Transferred Portfolio shall be considered
individually for the purpose of this Clause.
Winterthur Life
Winterthur Overseas (SAC) Ltd.
Page 2
9 August 2002
3. We, as indirect parent company of PLL, hereby agree and undertake to
perform the terms and conditions of the Service Agreement for the
services rendered by PLL for the Transferred Portfolio, at no cost to
Winterthur Overseas (SAC) Ltd. until the Closing on the sale of the
Shares.
4. The policy reserves for PLB remaining non-linked policies, and the
amount of assets retained in support of these reserves, shall be based
upon 30 June 2002 values as calculated by Xxxx Xxxxxxx and
communicated in his letter of 7 August 2002 to Xxxxx Xxxxxxxxx and
copied to Xxxx Xxxxxxx and Xxxxxx Xxxxx. This reserve amount,
USD$759,052, shall be adjusted for any benefits paid between 30 June
2002 and the date assets are transferred.
Sincerely,
STANDARD MANAGEMENT CORPORATION
on behalf of Sellers
Xxxxxxx X. Xxxxx
Executive Vice President
Secretary and General Counsel
COUNTERSIGNED FOR ACCEPTANCE AND APPROVAL BY
STANDARD MANAGEMENT FINANCIAL CORPORATION
STANDARD MANAGEMENT INTERNATIONAL S.AR.L.
PREMIER LIFE (BERMUDA) LTD.,
WINTERTHUR LIFE,
WINTERTHUR OVERSEAS LTD., AND
PREMIER LIFE (LUXEMBOURG) S.A.
SIGNED BY Xx. Xxxxxxx Xxxxx )
Manager, and Xx. Xxxxxxx Xxxxxxx, )
Manager, )
on behalf of Standard Management )
International S.ar.l. )
SIGNED by Xx. Xxxxxxx Xxxxx, )
Executive Vice President and Secretary, )
on behalf of Standard Management )
Financial Corporation )
SIGNED by Xx. Xxxxxxx Xxxxxxx, )
Managing Director, )
on behalf of Premier Life (Bermuda) Ltd. )
SIGNED by Xx. Xxxxx Xxxxxxx, )
Executive Board Member [Operations] and )
Xx. Xxxxxx Xxxxx, Head of Cross Border )
Business, )
on behalf of Winterthur Life )
SIGNED by Xx. Xxxxx Xxxxxxx, )
Executive Board Member [Operations] and )
Xx. Xxxxxx Xxxxx, Head of Cross Border )
Business, )
on behalf of Winterthur Overseas (SAC) Ltd. )
SIGNED by Xx. Xxxxxxx Xxxxxxx, )
Director, and Xx. Xxxxxxx Xxxxx, )
Director, )
on behalf of Premier Life (Luxembourg) S.A. )
