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Exhibit 2.3
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
This Second Amendment to Agreement and Plan of Reorganization (this
"Second Amendment") is made and entered into as of November 12, 1996, by and
among Citation Insurance Group, a California corporation ("Citation"), Citation
Holdings, Inc., an Ohio corporation ("Newco"), and Physicians Insurance Company
of Ohio, an Ohio corporation ("PICO"), for the purpose of amending that certain
Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated as
of May 1, 1996, among Citation, Newco and PICO.
RECITALS
WHEREAS, Citation, Newco and PICO previously have entered into that
certain Amendment to Agreement and Plan or Reorganization, dated August 14,
1996;
WHEREAS, Citation has advised PICO that its consolidated
stockholders' equity has decreased; and
WHEREAS, the parties wish to further amend the Reorganization Agreement
to account for this decrease.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Clause (B) of Section 5.3(h) is amended to read in full as
follows:"As of November 15, 1996, there has been no increase in long-term debt
of Citation or any Citation Subsidiary, as compared with long-term debt at
December 31, 1995, or any increase in the outstanding capital stock of Citation
or any Citation Subsidiary (other than issuances of additional stock pursuant to
vested Citation Options) as compared with capital stock at December 31, 1995, or
any decrease in Citation's consolidated stockholders' equity below $34 million."
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1. Capitalized terms used but not defined herein shall have the meaning
given thereto in the Reorganization Agreement, as amended.
2. Except as expressly modified hereby, the Reorganization Agreement,
as so amended, shall continue in full force and effect.
3. The interpretation, performance and enforcement of this Second
Amendment and the legal relations among the parties shall be governed by and
construed in accordance with the internal laws of the State of California
applicable to contracts made and to be wholly performed in such state.
4. This Second Amendment may be executed in counterparts with the same
effect as if all parties hereto had signed the same document. All counterparts
so executed shall be deemed to be an original, shall be construed together and
shall constitute one agreement.
IN WITNESS WHEREOF, Citation, Newco and PICO have executed this
Agreement as of the date first written above.
CITATION INSURANCE GROUP
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice Chairman, Board of Directors
CITATION HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: President & CEO
