FIRST AMENDMENT TO
DIRECTORS AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") is entered into this 18th day
of September, 1997, by and among RISCORP, Inc., a Florida corporation
("RISCORP"), Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxxxxxxx X. Xxxxxx ("Xxxxxx"),
Xxxxxx X. Xxxxxx ("Revell"), Seddon Xxxxx, Jr. ("Xxxxx"), and Xxxxxx X. Xxxxxx
III ("Xxxxxx") (collectively referred to herein as the "Parties").
W I T N E S S E T H:
WHEREAS, on May 19, 1997, the Parties entered into a Directors
Agreement setting out certain agreements as to the future make-up of the Board
of Directors of RISCORP (the "Board");
WHEREAS, Xxxxxxx has agreed to resign as a director and member of the
Board; and
WHEREAS, the Parties desire to amend certain provisions of the
Directors Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
1. Paragraphs 1, 3, 4, and 5.Paragraphs 1, 3, 4, and 5 of the
Directors Agreement are hereby deleted in their entirety.
2. Paragraph 2. Paragraph 2 of the Directors Agreement is hereby
deleted in its entirety and, in lieu thereof, the following
new Paragraph 1 is hereby inserted:
"1. Until such time as the Company has no shares of Class A
Common Stock outstanding, at which time this Agreement
shall terminate, Xxxxxxx will (i) cause all of his
shares of RISCORP to be voted in favor of Xxxxxx,
Revell, Goode, and Xxxxxx for director and in favor of
no other nominees at all meetings of RISCORP at which
directors are elected, and (ii) not take any action to
remove any such directors. In addition, Xxxxxx, Revell,
Goode, and Xxxxxx agree not to add any additional
directors to the Board without the prior written
consent of Xxxxxxx."
3. New Paragraph 2. A new Paragraph 2 to the Directors Agreement
is hereby inserted as follows:
"2. Xxxxxxx shall be reelected to the Board at such time
as the sale of substantially all the assets of the
Company is completed pursuant to the Asset Purchase
Agreement with Zenith Insurance Company dated June
17, 1997, as amended, provided that such directorship
is not objected to by any insurance commissioner with
jurisdiction over any of the Company's subsidiaries."
4. Counterparts. This Amendment 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
instrument.
IN WITNESS WHEREOF, the undersigned Parties have executed this
Amendment as of the day and year set forth above.
RISCORP, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxx X. Xxxxxx
Title: Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Seddon Xxxxx, Jr.
Seddon Xxxxx, Jr.
/s/ Xxxxxx X. Xxxxxx III
Xxxxxx X. Xxxxxx III
