EXECUTION COPY
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT, dated July 7, 1997, to AGREEMENT AND PLAN OF MERGER dated
as of June 23, 1997 (the "AGREEMENT"), by and between GENERAL MOTORS ACCEPTANCE
CORPORATION, a New York corporation (the "PARENT"), and INTEGON CORPORATION, a
Delaware corporation (the "COMPANY").
WHEREAS, the respective boards of directors of the Parent and the
Company have approved the Agreement pursuant to which, among other things, a
wholly owned direct or indirect subsidiary of the Parent to be incorporated in
Delaware (the "MERGER SUB") will be merged with and into the Company (the
"MERGER") on the terms and conditions contained therein and in accordance with
the General Corporation Law of the State of Delaware (the "DGCL");
WHEREAS, IC PURCHASING CORP, a wholly owned indirect subsidiary of
the Parent (the "Merger Sub") was duly incorporated and organized on July 1,
1997, and the Parent, the Company and the Merger Sub agree, pursuant to Section
5.8 of the Agreement, that the Merger Sub should become a party to the Agreement
as a Constituent Corporation thereunder;
WHEREAS, the parties to the Agreement desire to make certain other
amendments thereto;
2
WHEREAS, upon execution and delivery of this Amendment by the
Parent, the Company and the Merger Sub, all references to the Agreement will be
to the Agreement as amended hereby.
NOW THEREFORE, in consideration of the agreements contained herein,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Merger Sub hereby becomes a party to the Agreement as a
Constituent Corporation and agrees to be bound by the terms of the Agreement
applicable to the Merger Sub.
2. Section 5.14 of the Agreement shall be amended to read in its
entirety as follows:
"5.14 INVESTMENT PORTFOLIO. The Company shall cause the investments
of the Insurance Subsidiaries to be maintained prior to the Effective Time in
accordance with past investment policies and practices of the Insurance
Subsidiaries, except that, pending the Closing, cash proceeds from any
investment (whether as a result of the sale or maturity of an investment or from
investment income) shall only be invested in United States Treasury Securities
having a maturity of four and one-half (4 1/2) to five and one-half (5 1/2)
years."
3
IN WITNESS WHEREOF, the Parent, the Company and the Merger Sub have
caused this Amendment to the Agreement to be signed by their respective duly
authorized officers as of the date first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President
INTEGON CORPORATION
By: /s/ Xxxx X. XxXxxxxx
------------------------------------
Name: Xxxx X. XxXxxxxx
Title: President & CEO
IC PURCHASING CORP
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President & Treasurer
