Amendment No. 1 to Stock Purchase Agreement between Reliance Insurance Company and Overseas Partners Ltd.

Summary

Reliance Insurance Company and Overseas Partners Ltd. have agreed to amend their existing Stock Purchase Agreement dated June 30, 2000. This amendment replaces the original Transition Services Agreement attached to the Stock Purchase Agreement with a new version. All other terms of the original agreement remain unchanged. The amendment becomes effective upon signing by both parties and is governed by New York law.

EX-10.2 3 0003.txt EXHIBIT 10.2 EXHIBIT 10.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of June 30, 2000 (this "Amendment No. 1"), by and between RELIANCE INSURANCE COMPANY, a Pennsylvania corporation ("Seller"), and OVERSEAS PARTNERS LTD., a Bermuda company ("Buyer"). WHEREAS, Seller and Buyer have entered into the Stock Purchase Agreement, dated as of June 30, 2000 (the "Stock Purchase Agreement"); and WHEREAS, Seller and Buyer desire to amend and modify, and to agree upon the terms and conditions of, the Transition Services Agreement as set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree that the Stock Purchase Agreement shall be, and hereby is, amended and modified as follows: 1. The Transition Services Agreement attached as Exhibit B to the Stock Purchase Agreement is hereby deleted and replaced in its entirety by the Transition Services Agreement attached as Exhibit 1 hereto. 2. This Amendment No. 1 shall be effective when executed and delivered by the parties hereto. 3. Except as amended and modified by this Amendment No. 1, all other terms of the Stock Purchase Agreement and the Exhibits and Schedules thereto shall remain unchanged. 4. This Amendment No. 1 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall constitute together one and the same instrument. 5. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law). IN WITNESS WHEREOF, each of Seller and Buyer has caused this Amendment No. 1 to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written. RELIANCE INSURANCE COMPANY By: /s/ M P Blivess -------------------------------------------- Name: Michael Blivess Title: SVP OVERSEAS PARTNERS LTD. By: /s/ Mark Bridges -------------------------------------------- Name: Mark Bridges Title: CFO