Exhibit 2.1
AMENDMENT TO AGREEMENT AND
PLAN OF MERGER
Eastern Insurance Holdings, Inc., a
Pennsylvania corporation (“ Eastern ”), Eastern
Acquisition Corp., an Indiana corporation (“ EA Corp
”), and Employers Security Holding Company, an Indiana
corporation (“ Employers ”), enter into and
agree as provided in this Amendment to Agreement and Plan of Merger
(the “ Amendment ”):
1. Subject Matter of
Amendment .
(a) Eastern, EA Corp and Employers
are parties to an Agreement and Plan of Merger dated as of
August 6, 2008 (the “ Merger Agreement
”).
(b) Unless defined in or modified by
this Amendment, capitalized terms used in this Amendment have the
meaning defined in the Merger Agreement.
(c) For good and valuable
consideration, the receipt and sufficiency of which are
acknowledged by each of the parties, Eastern, EA Corp and Employers
now desire and agree to amend the Merger Agreement as provided in
this Amendment.
2. Amendment of Certain Defined
Terms . The following terms as used in the Merger Agreement are
amended to have the respective meanings set forth below:
(a) “ Closing Date
” shall mean September 29, 2008.
(b) “ Closing Balance Sheet
Date ” shall mean August 31, 2008.
(c) “ Closing Consolidated
Shareholders’ Equity ” shall mean the consolidated
shareholders’ equity of Employers as of the Closing Balance
Sheet Date as determined in accordance with GAAP as applied in the
preparation of Employers’ consolidated balance sheet at
June 30, 2008 and as adjusted by
