FORM OF
AMENDMENT NUMBER ONE TO
LIFE RE CORPORATION
STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Amendment Number One ("Amendment") to the Life Re Corporation
Stock Option Plan Stock Option Agreement between LIFE RE CORPORATION, a
Delaware corporation ("Company"), and _____________________________
("Optionee"), dated as of _____________, 19___ ("Agreement"), is entered
into by the Company and the Optionee to be effective on the Effective
Date (as hereinafter defined).
WITNESSETH
WHEREAS, the Company maintains a stock option plan, the 1992 Life
Re Corporation Stock Option Plan (the "Plan"), for the benefit of its
"key personnel"; and
WHEREAS, pursuant to Section 3.1(b) of the Plan, the Committee is
empowered to amend outstanding Option Agreements with the consent of the
grantee and subject to the terms and conditions of the Plan; and
WHEREAS, the Committee wishes to amend the Agreement to provide
for the transferability of the options subject to the Agreement.
NOW, THEREFORE, the Committee and the Optionee agree that the
Agreement shall be amended, effective as of the date set forth below, as
follows:
1. Defined Terms. Terms not defined herein will have the meanings
assigned to such terms under the Plan and the Agreement.
2. Transferability. Section 5 of the Agreement is hereby amended by
adding the following two sentences to the end of Section 5:
"Notwithstanding anything contained in the Agreement to the
contrary, the Optionee may, in [his] [her] sole discretion,
transfer all or a portion of the option to (i) the Optionee's
[spouse], [siblings], [parents], [children], [grandchildren],
[and/or] [any other person] (each, a "Transferee"), (ii) trusts
established solely for the benefit of any Transferee(s), (iii)
partnerships, corporations, limited liability companies or other
entities of which the only interest holders are the Optionee
and/or Transferee(s) (or trusts for such Transferee(s)), and/or
(iv) charitable organizations or private foundations. Following
the transfer of all or a portion of the option in accordance with
the preceding sentence, such transferred option or portion thereof
shall no longer be transferable. In the event that all or a
portion of the option is transferred pursuant to this Section 5,
the person or entity to whom or which the option has been
transferred shall have the same rights with respect to exercising
the option as the Optionee had immediately prior to the transfer."
3. Effective Date. This Amendment shall be effective as of the date
it is approved by the Board of Directors of the Company.
4. Governing Law. This Amendment shall be governed by the same law
as applies to the interpretation of the Plan.
IN WITNESS WHEREOF, this Amendment is executed on this _____ day
of _______ 199__ to be effective on the Effective Date.
LIFE RE CORPORATION
By: _____________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Chairman of the Board &
Chief Executive Officer
ATTEST: ___________________
_____________________________
(Optionee)
______________________________
(Address)
