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FIRST AMENDMENT TO
VOTING AGREEMENT
FIRST Amendment, dated as of June ____, 1999 (the "First
Amendment"), amending the VOTING AGREEMENT, dated March 5, 1999 (the
"Agreement"), between certain Stockholders named therein (each a "Stockholder,"
and collectively, the "Stockholders") of AMERICAN BANKERS INSURANCE GROUP, INC.,
a Florida corporation (the "Company"), and FORTIS, INC., a Nevada corporation
("Parent," and together with the Stockholders, the "Original Parties").
W I T N E S S E T H
WHEREAS, the Original Parties have heretofore entered into a
Voting Agreement, dated as of March 5, 1999 (the "Agreement"); and
WHEREAS, R. Xxxx Xxxxxx and the Xxxxxx Corporation, a Florida
corporation, desire to transfer Shares to Xxxxxx Beta Limited Partnership
("Beta") and Xxxxxx Gamma Limited Partnership ("Gamma," and together with Beta,
the "New Parties"), both Nevada limited partnerships; and
WHEREAS, the New Parties have agreed to be bound by the terms
and conditions of the Voting Agreement; and
NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Original Parties and the New
Parties agree as follows:
1. The New Parties are hereby added to the Agreement as
Stockholders, and agree to be bound by the terms and conditions of the
Agreement.
2. The second sentence of Section 5 of the Agreement be and
hereby is deleted in its entirety and the following is inserted in lieu thereof:
Notwithstanding anything to the contrary in this Agreement, (A)
Xx. Xxxxxx shall be permitted to Transfer (i) Shares or New Shares
Transferred for net after-tax proceeds of not in excess of
$10,000,000, (ii) Shares or New Shares Transferred pursuant to any
decision by a court or alternative dispute resolution entity, or
in settlement of any legal proceeding and (iii) Shares Transferred
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from one Stockholder to another Stockholder (an "Intra-Stockholder
Transfer") PROVIDED, HOWEVER, that any shares acquired by a
Stockholder pursuant to an Intra-Stockholder Transfer shall be
subject to the terms of this Agreement to the same extent as if
they constituted Shares and (B) Xx. Xxxxxx shall be permitted to
Transfer Shares or New Shares Transferred for net after-tax
proceeds not in excess of $2,000,000."
3. Exhibit A to the Agreement be and is hereby deleted in its
entirety and the Exhibit A attached to this First Amendment is inserted in lieu
thereof.
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IN WITNESS WHEREOF, the Parties have executed this First Amendment and
caused the same of be duly delivered on their behalf on the day and year first
written above.
FORTIS, INC.
By:
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Name:
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Title:
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THE STOCKHOLDERS:
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Name: Xxxxxx X. Xxxxxx
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Name: R. Xxxx Xxxxxx
R. XXXX XXXXXX/X. XXXXXX FOUNDATION
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By: R. Xxxx Xxxxxx
R. XXXX XXXXXX REVOCABLE TRUST
By:
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Name: R. Xxxx Xxxxxx, Trustee
XXXXXX CORPORATION
By:
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Name: R. Xxxx Xxxxxx
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XXXXXX BETA LIMITED PARTNERSHIP
By:
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Name:
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Title:
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XXXXXX GAMMA LIMITED PARTNERSHIP
By:
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Name:
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Title:
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EXHIBIT A
STOCKHOLDERS
NAME: NUMBER OF SHARES: TYPE OF OWNERSHIP
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R. XXXX XXXXXX 561,145(1) Direct
81,000 Directly, subject to restriction under 1991 Stock
Option /Restricted Stock Award Plan
1,370,450 Through the Xxxxxx Corporation
126,555(2) Through the X. Xxxx/X. Xxxxxx Foundation
90,079 Through the Xxxxxx Foundation
140,500 Through R. Xxxx Xxxxxx Remainder Unitrust
129,824 Through R. Xxxx Xxxxxx Revocable Trust
Through the Xxxxxx Beta Limited Partnership
Through the Xxxxxx Gamma Limited Partnership
15,562 Allocated under American Bankers Insurance Group,
Inc. 401(k) and Employee Stock Ownership Plan
27,892 Acquirable under the 1994 Amended and Restated
Deferred Compensation Plan
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TOTAL: 2,543,007
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1 Includes 40,000 shares of Company Common Stock subject to an
option granted by Xx. Xxxxxx to a third-party on May 24, 1995 (the "Option"). If
the Option is exercised at any time prior to the termination hereof, the shares
of Company Common Stock subject to the Option shall no longer be deemed Shares
for purposes of this Agreement.
2 It is possible that the R. Xxxx Xxxxxx Foundation (the
"Foundation") will be terminated and in connection therewith, the Company Common
Stock owned by the Foundation will be distributed equally to two new
foundations, one of which is to be created by R. Xxxx Xxxxxx and the other by X.
Xxxxxx. If the Foundation is terminated at any time prior to the termination of
this Agreement, 63,277 of the shares of Company Common Stock owned by the
Foundation shall no longer be deemed Shares for purposes of this Agreement.
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XXXXXX X. XXXXXX 589,436 Direct
15,562 Allocated under the American Bankers Insurance
Group, Inc. 401(k) and Employee Stock Ownership Plan
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TOTAL: 604,999
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