AMENDMENT NO. 2 TO NO-TRANSFER AGREEMENT

Exhibit 99.31

EXECUTION COPY

May 7, 2004

Xxxxxx Xxxxxxx LLC

Perryville Corporate Xxxx

Xxxxxxx Xxxx Xxxx 000

Xxxxxxx, Xxx Xxxxxx 00000-0000

AMENDMENT NO. 2 TO NO-TRANSFER AGREEMENT

Ladies and Gentlemen:

Reference is made to the No-Transfer Agreement dated April 9, 2004 (as amended by Amendment No. 1 to the No-Transfer Agreement dated May 4, 2004, the “No-Transfer Agreement”), among Xxxxxx Xxxxxxx Ltd., a Bermuda Company, Xxxxxx Xxxxxxx LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”)  Terms defined in the No-Transfer Agreement are used herein as defined therein.

The Companies have requested that the Security Holders agree to amend the No-Transfer Agreement and the Security Holders are willing to so agree upon the terms and conditions of this Amendment No. 2 to the No-Transfer Agreement (the “Amendment No. 2”).  Accordingly, the parties hereto hereby agree as follows:

Section 1.  Amendments.  Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the No-Transfer Agreement shall be amended as follows:

1.01.  Termination of Agreement.  Section 6(a)(i) of the No-Transfer Agreement is hereby amended to read in its entirety as follows:

“(i)          May 19, 2004, if the Form S-4 has not been declared effective by such date;”

Section 2.  Conditions.  The amendments set forth in Section 1 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions:

(a)  Execution of this Amendment No. 2. The execution and delivery of counterparts of this Amendment No. 2 by each of the Companies and each of the Security Holders not later than May 7, 2004; and

(b)  Payment of Fees.  The payment of any outstanding invoices for fees and expenses incurred by Saybrook Restructuring Advisors, LLC and Milbank, Tweed, Xxxxxx & XxXxxx LLP, with respect to which invoices have been delivered to either of the Companies on or before May 7, 2004.

Section 3.  Miscellaneous.  Except as herein provided, the terms and conditions set forth in the No-Transfer Agreement shall continue unchanged and in full force and effect.  This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.

                                IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 2 to be executed and delivered by its duly authorized officers as of the date first written above.

	Very truly yours,
	XXXXXX XXXXXXX LTD.
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Vice President & Deputy General Counsel
	XXXXXX XXXXXXX LLC
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Vice President & Deputy General Counsel

	Security Holder:
	Xxxxx Fargo Bank, N.A.
	By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Vice President

	Security Holder:
	Xxxxxx Advisors, LLC
	By:	/s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title: SVP

	Security Holder:
	Xxxxxxx Xxxxx Global Allocation Fund, Inc.
	By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Portfolio Manager

	Security Holder:
	Xxxxxxx Xxxxx International Investment Fund
	- MLIIF Global Allocation Fund
	By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Portfolio Manager

	Security Holder:
	Xxxxxxx Xxxxx Variable Series Fund, Inc. -
	Xxxxxxx Xxxxx Global Allocation V.I. Fund
	By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Portfolio Manager

	Security Holder:
	Xxxxxxx Xxxxx Series Funds, Inc. - Global
	Allocation Strategy Portfolio
	By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Portfolio Manager

	Security Holder:
	Tribeca Investments Ltd.
	By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Chief Financial Officer           Tribeca Management LLC

	Security Holder:
	Highbridge Capital Corporation
	By: Highbridge Capital Managerment, LLC
	By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title: Portfolio Manager

	Security Holder:
	SPECIAL VALUE ABSOLUTE RETURN FUND, LLC
	By:	SVAR/MM, LLC
	Its:	Managing Member
	By:	Xxxxxxxxxx Capital Partners, LLC
	Its:	Managing Member
	By:	Xxxxxxxxxx & Co., LLC
	Its:	Managing Member
	By:	/s/ Xxxx Xxxxxxxxxx
	Name: Xxxx Xxxxxxxxxx
	Title: Managing Partner

	Security Holder:
	SPECIAL VALUE BOND FUND II, LLC
	By:	SVIM/MSM II, LLC
	Its:	Managing Member
	By:	Xxxxxxxxxx & Co., LLC
	Its:	Managing Member
	By:	/s/ Xxxx Xxxxxxxxxx
	Name: Xxxx Xxxxxxxxxx
	Title: Managing Partner