EXHIBIT 3.6
January 10, 2005
Assurant, Inc.
One Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to Termination and Amendment Agreement (the "TERMINATION
AGREEMENT") dated as of January 10, 2005 between Assurant, Inc., a Delaware
corporation (D/B/A Assurant Group) (the "COMPANY") and Fortis Insurance N.V., a
company with limited liability incorporated as naamloze vennootschap under Dutch
law ("FORTIS INSURANCE"). Capitalized terms not defined in this letter agreement
are used as defined in the Termination Agreement.
Whereas, pursuant to the Termination Agreement, Fortis Insurance and the Company
have agreed to terminate the Shareholders' Agreement and to amend certain
provisions of the Registration Rights Agreement effective upon closing of the
Offering;
Whereas, following the closing of the Offering, there will remain on the Board
of Directors of the Company (the "BOARD") two directors designated by Fortis
Insurance pursuant to Article 2 of the Shareholders Agreement (the "FORTIS
DESIGNEES");
Now, therefore, in consideration of the covenants and agreements contained
herein, the parties hereto agree as follows:
1. If at any time while there are no vacancies on the twelve member Board, the
Board, or a committee thereof, adopts a resolution (i) recommending to the
Company's shareholders that a particular candidate be elected to the Board to
replace one of the Fortis Designees or (ii) appointing to the Board a new
member, then Fortis Insurance shall cause one of the Fortis Designees to resign
from the Board promptly following the adoption of such a resolution.
2. If at any time Fortis ceases to "beneficially own" (within the meaning of
Section 13(d) of the Securities and Exchange Act of 1934, as amended) more than
5% of the outstanding common stock of the Company, Fortis Insurance shall
promptly cause any remaining Fortis Designees to resign from the Board.
3. If at any time while at least one Fortis Designee remains on the Board, the
Board, including any Fortis Designee, votes in favor of any of the following
actions at any Board meeting at which a quorum is present or by written consent,
Fortis Insurance shall vote its shares of the Common Stock in favor of such
action and Fortis Insurance hereby grants to the Company an irrevocable proxy
coupled
with an interest to effect such vote. The actions subject to the foregoing
provision are:
- any recapitalization, reclassification, spin-off or combination of any
securities of the Company or any of its subsidiaries that, at such time,
shall satisfy any of the tests included in the definition of
"significant subsidiary" under Rule 1-02 of Regulation S-X, or
- any liquidation, dissolution, winding up or commencement of voluntary
bankruptcy, insolvency, liquidation or similar proceedings with respect
to the Company or any of its subsidiaries.
This letter agreement shall become effective upon closing of the Offering, shall
be governed by New York law and may be executed in counterparts.
Each of the undersigned has duly executed and delivered this letter agreement as
of the date above written by its duly authorized representatives.
FORTIS INSURANCE N.V.
By:___________________
Name:
Title:
By:___________________
Name:
Title:
Acknowledged and Agreed:
ASSURANT, INC.
By:___________________
Name:
Title:
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