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Exhibit
4.5
AMENDMENT TO EMPLOYEE
STOCKHOLDER’S AGREEMENT
THIS AMENDMENT (the “ Amendment
”) to all Employee Stockholder’s Agreements signed by
the undersigned Employee Stockholder is entered into between
Bristol West Holdings, Inc., formerly known as BRW Acquisitions,
Inc. (the “ Company ”), and the undersigned
Employee Stockholder, and is made effective as of December 29,
2005. The undersigned parties hereby agree that all Employee
Stockholder’s Agreements signed by the Company and the
undersigned Employee Stockholder are hereby amended as
follows:
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1.
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Section 3 is
hereby deleted in its entirety and replaced with the
following:
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3 .
Restriction on Transfer . Except for transfers permitted by
clauses (x), (y) and (z) of Section 2 (a), or transfers permitted
by clause (B) of Section 5(a) as amended herein, or a sale of
shares of Stock pursuant to an effective registration statement
under the Act filed by the Company or pursuant to the Sale
Participation Agreement (as defined below)
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