STOCK PURCHASE AGREEMENT AMONG BANC ONE INSURANCE HOLDINGS, INC., CBD HOLDINGS LTD.,Stock Purchase Agreement • February 13th, 2006 • Protective Life Corp • Life insurance • New York
STOCK PURCHASE AGREEMENT, dated as of February 7, 2006 (this “Agreement”), among Banc One Insurance Holdings, Inc., an Arizona corporation (“BOIH”), CBD Holdings Ltd., a Delaware corporation (“CBD”) (CBD and BOIH being sometimes hereinafter referred to individually as “Seller” and collectively as “Sellers”), JPMorgan Chase & Co., a Delaware corporation (“Parent”) (solely as to Section 4.8(e), Section 4.10, Section 4.11, Article VIII, Section 9.1, Section 9.11 and Article XI), and Protective Life Insurance Company, a Tennessee insurance company (“Buyer”) (Sellers, Parent (solely as to Section 4.8(e), Section 4.10, Section 4.11, Article VIII, Section 9.1 and Article XI) and Buyer being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
GUARANTEEGuarantee • February 13th, 2006 • Protective Life Corp • Life insurance
To induce Banc One Insurance Holdings, Inc. (“BOIH”), CBD Holdings Ltd. (“CBD” and together with BOIC, “Sellers”) and JPMorgan Chase & Co. (“Parent”) to enter into the Stock Purchase Agreement, dated as of February 7, 2006 (as it may after the date hereof be amended, supplemented or otherwise modified from time to time, the “Agreement”), with Protective Life Insurance Company (together with its permitted assigns under the Agreement, “Buyer”), a wholly owned subsidiary of Protective Life Corporation (“Guarantor”):
