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EXHIBIT 2.3
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AMENDMENT NO. 2
TO
PURCHASE AGREEMENT
THE PURCHASE AGREEMENT dated October 7, 1999, by and between UNITED
INSURANCE COMPANY OF AMERICA, an Illinois insurance company ("Seller"), and
CERES GROUP, INC., a Delaware corporation ("Purchaser"), as thereafter amended
by AMENDMENT TO PURCHASE AGREEMENT dated April 17, 2000, (the "Agreement") is
hereby amended by agreement of Seller and Purchaser in accordance with this
AMENDMENT NO. 2 TO PURCHASE AGREEMENT ("Amendment").
RECITALS
WHEREAS, the parties desire to amend the Agreement so as to extend
the time for completing the transactions contemplated by the Agreement.
NOW, THEREFORE, in consideration of the foregoing Recital, which
constitutes a material part of this Amendment, and the mutual covenants of the
parties, the parties agree as follows:
1. Section 7.1(b)(i) of the Agreement is hereby deleted and the following is
substituted in place thereof:
if the Closing shall not have occurred on or prior to July 17, 2000;
PROVIDED, HOWEVER, that the right to terminate this Agreement under
this Section 7.1(b)(i) shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the
cause of, or resulted in, the failure of the Closing to occur on or
prior to such date; or
2. Except as specifically amended or modified herein, all of the terms,
conditions and covenants contained in the Agreement shall remain in full
force and effect and are hereby fully ratified and confirmed by the parties.
3. Capitalized terms used in this Amendment shall have the same meaning as
specified in the Agreement, except as otherwise expressly provided herein.
4. This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which when
taken together shall constitute one and the same agreement. All parties
hereto agree that a facsimile of their signature shall be as valid and
binding as if the same were an original signature.
5. The terms and conditions of this Amendment shall be binding upon the parties
hereto, their successors and assigns.
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IN WITNESS WHEREOF, this Amendment No. 2 to Purchase Agreement has
been duly executed as of the 5th day of July, 2000.
UNITED INSURANCE COMPANY OF AMERICA
By: /s/ Scott Renwick
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Scott Renwick
Title: Vice President
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CERES GROUP, INC.
By: /s/ Charles E. Miller, Jr.
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Charles E. Miller, Jr.
Title: Executive Vice President and CFO
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