Amendment to Extension and Tolling Agreement between Western Reserve Life Assurance Co. of Ohio and Global Preferred Holdings, Inc.

Summary

Western Reserve Life Assurance Co. of Ohio and Global Preferred Holdings, Inc. agree that neither party can terminate their existing Tolling Agreement until either the effective time of a related Reorganization Agreement or the termination of that Reorganization Agreement, whichever comes first. Any attempt to terminate the Tolling Agreement before this time will be invalid. The agreement also confirms that deadlines under the Tolling Agreement are extended until ninety days after proper notice is given.

EX-10.45 2 g94099exv10w45.txt EX-10.45 AMENDMENT TO EXTENSION AND TOLLING AGREEMENT EXHIBIT 10.45 WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO December 30, 2004 Global Preferred Holdings, Inc. 6455 East Johns Creek Crossing Suite 402 Duluth, GA 30097 Attention: Ed McKernan Re: Extension and Tolling Agreement between Western Reserve Life Assurance Co. of Ohio ("WRL") and Global Preferred Holdings, Inc. ("GPHI") dated December 15, 2003 (the "Tolling Agreement") and Agreement and Plan of Reorganization by and among AEGON, N.V., GPRe Acquisition Corp. and GPHI dated of even date herewith (the "Reorganization Agreement") Dear Sirs: This letter will evidence the agreement of the undersigned that notice of termination of the above-referenced Tolling Agreement may not be given before the earlier of (a) the "Effective Time" (as defined in the Reorganization Agreement) or (b) the date of termination of the Reorganization Agreement. Any notice by either party purporting to terminate the Tolling Agreement which is given before such date shall be void and of no effect. The parties acknowledge that, by the terms of the Tolling Agreement, the "deadlines" (as such term is defined therein) are extended and tolled until ninety (90) days following receipt of such notice by the other party. Sincerely, WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO By: /s/ Arthur C. Schneider ----------------------------------- Print Name: Arthur C. Schneider ------------------------ Title: Vice President ----------------------------- Agreed and accepted: GLOBAL PREFERRED HOLDINGS, INC. By: /s/ Edward F. McKernan ----------------------------------- Print Name: Edward F. McKernan --------------------------- Title: CEO --------------------------------