Exhibit 2
July 12, 2000
General Electric Company
3135 Baston Turnpike
Fairfield, Connecticut 06431
Dear Sirs:
1. With respect to the Amended and Restated Stockholders Agreement (the
"Stockholders Agreement") dated August 6, 1997, between PAINE WEBBER GROUP INC.,
a Delaware corporation (the "Company"), GENERAL ELECTRIC COMPANY, a New York
corporation ("Parent"), KIDDER PEABODY GROUP INC., a Delaware corporation,
GENERAL ELECTRIC CAPITAL SERVICES, INC., a Delaware corporation ("GECS"), and
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("Capital"), and
joined in by GECS HOLDINGS, INC., a Delaware corporation ("Holdings"), on
September 8, 1997, the parties hereto hereby agree that, notwithstanding the
provisions of Articles 3 and 4 of the Stockholders Agreement, Parent, GECS,
Capital and Holdings may enter into the Stockholder Voting Agreement with UBS
AG, in the form attached as Exhibit A hereto (the "Voting Agreement"), and that
the Stockholders Agreement is hereby amended to the extent necessary to permit
Stockholder to enter into and comply with its obligations under the Voting
Agreement.
2. The parties hereto hereby agree that from and after the date hereof
the Company will suspend its efforts to obtain, and shall not obtain, the
approval of the Office of Thrift Supervision (the "OTS") of the Company's
application to establish a de novo federal savings bank; provided, however,
that, in the event that (x) the Agreement and Plan of Merger (the "Merger
Agreement"), by and among the Company, UBS AG and a wholly owned subsidiary of
UBS AG is terminated and (y) as of the date of termination of the Merger
Agreement, Parent or any of its subsidiaries has obtained the approval of the
OTS of the conversion of any of Parent's subsidiaries to a federal savings bank
or of the establishment by Parent or any of its subsidiaries of a de novo
federal savings bank, (i) the Company may, but shall not be obligated to,
immediately resume its efforts to obtain the approval of the OTS of the
Company's application to establish a de novo federal savings bank and (ii)
Parent will, and will cause all its subsidiaries that own any voting securities
of the Company to, (A) on or as soon as practicable following the date of
termination of the Merger Agreement and the date of receipt by the Company of
all regulatory approvals necessary for the consummation of the transactions
contemplated by the Share Exchange Agreement (the "Exchange Agreement"), enter
into (1) the Exchange Agreement in the form previously delivered on behalf of
Parent to the Company and (2) the Amended and Restated Stockholders Agreement in
the form previously delivered on behalf of Parent to the Company, in each case
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subject only to the insertion of applicable dates and share numbers in each such
agreement, and (B) as promptly as practicable following the date of termination
of the Merger Agreement and the date of receipt by the Company of all regulatory
approvals necessary for the consummation of the transactions contemplated by the
Exchange Agreement, consummate the transactions contemplated by the Exchange
Agreement.
3. The parties hereto agree that as of the Effective Time of the Merger
(each, as defined in the Merger Agreement) the Stockholders Agreement shall
forthwith become void and have no effect and that the Stockholders Agreement is
hereby amended to the extent necessary to implement the agreement set forth in
this Paragraph 3.
4. The parties hereto hereby further agree that except as expressly
provided in Paragraphs 1 and 3, the Stockholders Agreement is ratified and
confirmed in all respects and remains in full force and effect, enforceable in
accordance with its terms.
5. The parties hereto hereby agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court, this being in addition to any
other remedy available to which they are entitled at law or in equity. This
Agreement 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 laws thereof.
6. The terms of this Agreement, together with the Stockholders
Agreement (as amended by this Agreement), constitute the entire agreement
between the parties concerning the matters addressed herein and may be amended,
modified or waived only by a separate writing signed by each party expressly so
amending, modifying or waiving such terms. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
7. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been executed by each party and delivered to
the other party.
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If you are in agreement with the foregoing, please sign and
return one copy of this letter, which thereupon will constitute our agreement
with respect to the subject matter hereof.
PAINE WEBBER GROUP INC.
by
-------------------------------------
Name:
Title:
Confirmed and agreed to as of the date first above written:
GENERAL ELECTRIC COMPANY
by __________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL SERVICES, INC.
by __________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
by __________________________
Name:
Title:
GECS HOLDINGS, INC.
by __________________________
Name:
Title:
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