Exhibit 2.2
AMENDMENT
AMENDMENT, dated as of October 23, 1996 (this "Amendment"), among
MUNCHENER RUCKVERSICHERUNGSGESELLSCHAFT AKTIENGESELLSCHAFT IN MUNCHEN, a German
company ("Parent), PUMA ACQUISITION CORP., a Delaware corporation and a wholly
owned subsidiary of Parent ("Sub"), and AMERICAN RE CORPORATION, a Delaware
corporation (the "Company"), to the Agreement and Plan of Merger, dated as of
August 13, 1996 (the "Original Agreement"), among Parent, Sub and the Company.
WHEREAS, the parties to the Original Agreement desire to amend the
Agreement on the terms provided herein;
WHEREAS, the Boards of Directors of Parent, Sub and the Company have
authorized this Amendment;
NO, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, receipt of which is hereby acknowledge, the parties
hereto agree as follows:
1. Amendment to Section 5.12 of the Original Agreement. Section 5.12 of
the Original Agreement is hereby amended by deleting the amount of "$32.5
million" where it appears therein and inserting in lieu thereof the amount of
"$26 million".
2. Authorization. This Amendment has been duly executed and delivered
by each party hereto and constitutes a valid and binding obligation of each such
party, enforceable against such party in accordance with its terms subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affection creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied convenient of good faith and fair dealing.
3, No Other Amendments. Except as expressly amended hereby, the
provisions of the Original Agreement are and shall remain in full force and
effect.
4. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of Delaware without giving effect other
principles of conflicts of law thereof.
5. Counterparts and Effectiveness. This Amendment may be executed in
two or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused
this Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
MUNCHENER RUCKVERSICHERUNGS
GESELLSCHAFT AKTIENGESSELLSCHAFT
IN MUNCHEN
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Member of the Board of Management
By: /s/ Xx. Xxxxxx Xxxxxxx
------------------------------------------
Name: Xx. Xxxxxx Xxxxxxx
Title: Member of the Board of Management
PUMA ACQUISITION CORP.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Chairman of the Board, President and
Chief Executive Officer
By: /s/ Xx. Xxxxxx Xxxxxxx
------------------------------------------
Name: Xx. Xxxxxx Hasford
Title: Vice President and Assistant Secretary
AMERICAN RE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused
this Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
MUNCHENER RUCKVERSICHERUNGS
GESELLSCHAFT AKTIENGESSELLSCHAFT
IN MUNCHEN
By: _________________________________________
Name:
Title:
By: _________________________________________
Name:
Title:
PUMA ACQUISITION CORP.
By: _________________________________________
Name:
Title:
By: _________________________________________
Name:
Title:
AMERICAN RE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
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