21
EXHIBIT 2
---------
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
STOCKHOLDER AGREEMENT
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDER
AGREEMENT (the "Amendment") is entered into as of the 24th day of
April, 1997, among the parties to the Amended and Restated
Stockholder Agreement, dated as of May 1, 1992 (the "Agreement") the
same being attached hereto. Capitalized terms used in this Amendment
and not otherwise defined herein shall have the meanings ascribed to
such terms in the Agreement.
WITNESSETH:
----------
WHEREAS, the Stockholders believe that it is in the best
interest of the Company and the Stockholders that Xxxxxx X. Xxxxx be
as independent as possible;
WHEREAS, the stockholders desire to release Xxxxxx X. Xxxxx from
the Agreement;
WHEREAS, Section 19 of the Agreement permits the modification of
the Agreement by an instrument in writing signed by all the parties
to the Agreement.
NOW, THEREFORE, the parties to the Agreement, for and in
consideration of the mutual promises and covenants herein made, do
hereby agree to and with each other as follows:
1. Release of Certain Stockholders. Xxxxxx X. Xxxxx and
-------------------------------
Oxford Life Insurance Company, trustee, under that certain
Irrevocable Trust dated December 20, 1982 (Xxxxxx X. Xxxxx, Grantor)
shall be released from the Agreement, including but not limited to a
release of all restrictions on the sale, transfer, pledge or other
disposition of her stock.
2. Stockholders. As used in the Agreement, as amended,
------------
the term "Stockholders" shall refer to Xxxxxx X. Xxxxx, Xxxx X.
Xxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Oxford Life Insurance Company,
Trustee, under that certain Irrevocable Trust dated December 20, 1982
(Xxxxxx X. Xxxxx, Grantor), Oxford Life Insurance Company, Trustee,
under that certain Irrevocable Trust dated December 20, 1982 (Xxxx
X. Xxxxx, Grantor), Oxford Life Insurance Company, Trustee under that
certain Irrevocable Trust dated December 20, 1982 (Xxxxx X. Xxxxx,
Grantor), Oxford Life Insurance Company, Trustee, under that certain
Irrevocable Trust dated December 20, 1982 (Xxxx X. Xxxxx, Grantor),
the AMERCO Employee Savings and Profit Sharing and Employee Stock
Ownership Trust, and any additional stockholders of the Company who
become parties to the Agreement as provided in Section 6 of the
Agreement.
3. Revocation of Proxy. Any and all rights granted to
-------------------
Xxxxx X. Xxxxx by the Released Stockholders under any proxy executed
pursuant to the Agreement are hereby revoked and the parties hereto
hereby consent to the revocation of all such rights granted by Xxxxx
X. Xxxxx.
IN WITNESS WHEREOF, the parties hereto have set their hands as
of April 24, 1995.
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
22
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx
Oxford Life Insurance Company,
Trustee, under that certain
Irrevocable Trust, dated December 20,
1982 (Xxxxxx X. Xxxxx, Grantor)
By: /s/ Secretary
-------------------------------
Secretary
Oxford Life Insurance Company,
Trustee, under that certain
Irrevocable Trust, dated December 20,
1982 (Xxxx X. Xxxxx, Grantor)
By: /s/ Secretary
-----------------------------------
Secretary
Oxford Life Insurance Company,
Trustee, under that certain
Irrevocable Trust, dated December 20,
1982 (Xxxxx X. Xxxxx, Grantor)
By: /s/ Secretary
-----------------------------------
Secretary
Oxford Life Insurance Company,
Trustee. under that certain
Irrevocable Trust, dated December 20,
1982 (Xxxx X. Xxxxx, Grantor)
By: /s/ Secretary
-----------------------------------
Oxford Life Insurance Company,
Trustee, under that certain
Irrevocable Trust, dated December 20,
1982 (Xxxxxx X. Xxxxx, Grantor)
By: /s/ Secretary
-----------------------------------
23
The AMERCO Employee Savings and
Profit Sharing and Employee Stock
Ownership Trust
By: /s/ Trustee
-----------------------------------
Trustee
By: /s/ Trustee
-----------------------------------
Trustee
By: /s/ Trustee
-----------------------------------
Trustee
