STOCK PURCHASE AGREEMENT dated as of March 7, 2010 among ALICO HOLDINGS LLC, AMERICAN INTERNATIONAL GROUP, INC. and METLIFE, INC.

Exhibit 2.1

STOCK PURCHASE AGREEMENT

dated as of March 7, 2010

among

ALICO HOLDINGS LLC,

AMERICAN INTERNATIONAL GROUP, INC.

and

METLIFE, INC.

TABLE OF CONTENTS

Page


ARTICLE I

DEFINITIONS

Section 1.01. Certain Defined Terms			2

ARTICLE II

PURCHASE AND SALE OF THE SHARES

Section 2.01. Purchase and Sale of the Shares			2
Section 2.02. Closing			2
Section 2.03. Purchase Price			2
Section 2.04. Transactions; Closing Deliveries			4
Section 2.05. Payments and Computations			6
Section 2.06. Interest			7
Section 2.07. Preparation and Delivery of Financial Statements; Determination of Adjustments for After-Tax Operating Earnings			7
Section 2.08. Closing Date Purchase Price Adjustments			14
Section 2.09. Post-Closing Purchase Price Adjustments			15

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 3.01. Incorporation, Qualification and Authority of the Seller			17
Section 3.02. Incorporation, Qualification and Authority of the Company and the Transferred Subsidiaries			18
Section 3.03. Capital Structure of the Company and the Transferred Subsidiaries; Ownership and Transfer of the Shares			18
Section 3.04. No Conflict			20
Section 3.05. Consents and Approvals			21
Section 3.06. Financial Information; Absence of Undisclosed Liabilities			21
Section 3.07. Absence of Certain Changes			25
Section 3.08. Absence of Litigation			26
Section 3.09. Compliance with Laws			26
Section 3.10. Governmental Permits			27
Section 3.11. Intellectual Property and Information Technology			28
Section 3.12. Material Contracts			30

TABLE OF CONTENTS

(Continued)


Section 3.13. Employee Benefits; Employees			31
Section 3.14. Insurance Issued by Insurance Companies			37
Section 3.15. Reinsurance			38
Section 3.16. Client Companies and Brokers; Sales Practices			39
Section 3.17. Investment Assets			41
Section 3.18. Insurance			43
Section 3.19. Real Property			44
Section 3.20. Taxes			45
Section 3.21. Reserves			53
Section 3.22. Risk-Based Capital			53
Section 3.23. Investment Company Act			54
Section 3.24. Regulatory Filings			54
Section 3.25. Affiliate Transactions			54
Section 3.26. Securities Matters			55
Section 3.27. Sufficiency of Assets			55
Section 3.28. Title to Tangible Property			56
Section 3.29. Creditors			56
Section 3.30. Environmental Matters			56
Section 3.31. Foreign Corrupt Practices, Economic Sanctions, Anti-Money Laundering and Enforcement Proceedings			57
Section 3.32. Troubled Asset Relief Program			58
Section 3.33. Certain Securities Matters			59
Section 3.34. Risk Management Instruments			59
Section 3.35. Brokers			59
Section 3.36. Books and Records			59
Section 3.37. Fairness Opinion			60

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PARENT

Section 4.01. Incorporation and Authority of the Parent			60
Section 4.02. Capital Structure of the Seller			61
Section 4.03. No Conflict			61
Section 4.04. Consents and Approvals			61
Section 4.05. Absence of Litigation			61
Section 4.06. Compliance with Laws			62

iii

TABLE OF CONTENTS

(Continued)


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

Section 5.01. Incorporation, Qualification and Authority of the Acquiror			63
Section 5.02. Incorporation, Qualification and Authority of Subsidiaries of the Acquiror			64
Section 5.03. Capital Structure of the Acquiror and its Material Subsidiaries; Ownership and Transfer of the Non-Cash Consideration			64
Section 5.04. No Conflict			66
Section 5.05. Consents and Approvals			66
Section 5.06. Financial Information; Absence of Undisclosed Liabilities			67
Section 5.07. Absence of Certain Changes			69
Section 5.08. Absence of Litigation			69
Section 5.09. Compliance with Laws			69
Section 5.10. Investment Company			70
Section 5.11. Securities Matters			70
Section 5.12. Financial Ability			70
Section 5.13. Brokers			70
Section 5.14. Amendment of Rights Agreement and Section 203 of the Delaware General Corporation Law			70
Section 5.15. Taxes			71

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01. Seller Conduct of Business Prior to the Closing			71
Section 6.02. Acquiror Conduct of Business Prior to the Closing			77
Section 6.03. Access to Information			78
Section 6.04. Books and Records			82
Section 6.05. Confidentiality			83
Section 6.06. Regulatory and Other Authorizations			85
Section 6.07. Insurance			90
Section 6.08. Intercompany Obligations and Arrangements			91
Section 6.09. Guarantees			94
Section 6.10. Intellectual Property; Trade Names and Trademarks			94
Section 6.11. Non-Competition; Non-Solicitation; No-Hire.			98
Section 6.12. Certain Matters			103
Section 6.13. Separation, Migration and Integration			104
Section 6.14. Parent Corporate Credit Card Program			111
Section 6.15. Company E&O Claims			111

TABLE OF CONTENTS

(Continued)


Section 6.16. Acquiror Financing Activities			112
Section 6.17. Stockholder Approval			114
Section 6.18. Transfer and License of Certain Information Technology Assets			115
Section 6.19. Remediation of Security Breaches			116
Section 6.20. Investment Assets			116
Section 6.21. Release of Liens			117
Section 6.22. Investment Management Agreements			118
Section 6.23. Notification			119
Section 6.24. Separateness; Liquidity			120
Section 6.25. Equity Units Documents			121
Section 6.26. Certain Expenses			121
Section 6.27. Further Action			121

ARTICLE VII

EMPLOYEE MATTERS

Section 7.01. Employee Matters			122

ARTICLE VIII

TAX MATTERS

Section 8.01. Liability for Taxes			134
Section 8.02. Tax Returns			141
Section 8.03. Contest Provisions			147
Section 8.04. Assistance and Cooperation			153
Section 8.05. Other Tax Covenants			154
Section 8.06. Tax Relief			161
Section 8.07. Special Indemnification Provisions			164

ARTICLE IX

CONDITIONS TO CLOSING

Section 9.01. Conditions to Obligations of Each Party			174
Section 9.02. Conditions to Obligations of the Seller			175
Section 9.03. Conditions to Obligations of the Acquiror			175

TABLE OF CONTENTS

(Continued)


ARTICLE X

TERMINATION

Section 10.01. Termination			176
Section 10.02. Notice of Termination			177
Section 10.03. Termination Upon Bankruptcy or Insolvency Proceedings			177
Section 10.04. Effect of Termination			178

ARTICLE XI

INDEMNIFICATION

Section 11.01. Survival			178
Section 11.02. Indemnification by the Seller			178
Section 11.03. Indemnification by the Acquiror			183
Section 11.04. Notification of Claims			183
Section 11.05. Payment			185
Section 11.06. Exclusive Remedies			190
Section 11.07. Additional Indemnification Provisions			190
Section 11.08. Mitigation			192

ARTICLE XII

GENERAL PROVISIONS

Section 12.01. Expenses			192
Section 12.02. Notices			192
Section 12.03. Public Announcements			193
Section 12.04. Severability			193
Section 12.05. Entire Agreement			194
Section 12.06. Assignment			194
Section 12.07. No Third Party Beneficiaries			194
Section 12.08. Amendment; Waiver			194
Section 12.09. Disclosure Letters			194
Section 12.10. Governing Law; Waiver of Jury Trial			195
Section 12.11. Rules of Construction			196
Section 12.12. Specific Performance			197
Section 12.13. Counterparts			197


Exhibits

Exhibit A		Definitions
Exhibit B		Form of Transition Services Agreement
Exhibit C		Form of Investor Rights Agreement
Exhibit D		Form of Stock Purchase Contract Agreement
Exhibit D-1		Initial Scheduled Stock Purchase Dates
Exhibit D-2		Series C Make-Whole Table, Series D and Series E Make-Whole Table
Exhibit D-2A		Raw Make-Whole Table Legend
Exhibit D-3		Maturity, and Certain Other Terms, of each series of Debt Securities
Exhibit E		Form of Special Asset Protection Agreement
Exhibit F		Form of Indemnification Collateral Account Security and Control Agreement
Exhibit G		Form of Hold Harmless Agreement
Exhibit H		Form of Opinion of Xxxxx & XxXxxxx LLP
Exhibit I		Methodology for the Calculation of Risk-Based Capital and Total Adjusted Capital
Exhibit J		Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP
Exhibit K		Form of Pledge Agreement
Exhibit L		Form of Equity Unit Preferred Stock Certificate of Designations
Exhibit M		Agreed Procedures for Calculation of After-Tax Operating Earnings
Exhibit N		Form of Interim Preferred Stock Certificate of Designations


Schedules

Schedule I		List of Transferred Subsidiaries
Schedule 2.07(a)(iii)		Actual Income Statement Worksheet
Schedule 6.11A		List of Certain Countries
Schedule 6.11B		List of Certain Additional Countries

This STOCK PURCHASE AGREEMENT, dated as of March 7, 2010, is entered into by and among ALICO Holdings LLC, a Delaware limited liability company (the “Seller”), American International Group, Inc., a Delaware corporation (the “Parent”), and MetLife, Inc., a Delaware corporation (the “Acquiror”).

RECITALS

A. The Seller, a Delaware limited liability company organized to hold all of the issued and outstanding Capital Stock of American Life Insurance Company, a Delaware-domiciled insurance company (the “Company”, which term, for the avoidance of doubt, includes all non-United States branches of American Life Insurance Company) (the “Shares”), owns, beneficially and of record, such Shares;

B. The Parent owns, beneficially and of record, all of the issued and outstanding Capital Stock of Delaware American Life Insurance Company, a Delaware-domiciled insurance company (“DelAm,” and such shares of Capital Stock, the “DelAm Shares”);

C. Schedule I sets forth the direct and indirect Subsidiaries of the Company as of the Closing (together with each Joint Venture, DelAm and GBN, LLC, a Subsidiary of DelAm, the “Transferred Subsidiaries”, which term, for the avoidance of doubt, includes all non-United States branches of each such Subsidiary of the Company);

D. The Seller desires to sell to the Acquiror, and the Acquiror desires to purchase from the Seller, the Shares upon the terms and subject to the conditions set forth herein;

E. The Parent desires to sell to the Acquiror and the Acquiror desires to purchase from the Parent, the DelAm Shares upon the terms and subject to the conditions set forth herein; and

F. In connection with this Agreement, at the Closing: (i) the Parent and the Acquiror will enter into a transition services agreement in substantially the form attached hereto as Exhibit B (the “Transition Services Agreement”); (ii) the Parent, the Seller and the Acquiror will enter into an investor rights agreement in substantially the form attached hereto as Exhibit C (the “Investor Rights Agreement”); (iii) the Acquiror and the Stock Purchase Contract Agent will enter into the Stock Purchase Contract Agreement (as defined herein); (iv) the Seller, the Company and the Acquiror will enter into a special asset protection agreement in substantially the form attached hereto as Exhibit E (the “Special Asset Protection Agreement”); (v) the Seller, the Acquiror, the Securities Intermediary, the Pledge Collateral Agent and the Stock Purchase Contract Agent will enter into an indemnification collateral account security and control agreement in substantially the form attached hereto as Exhibit F (the “Indemnification Control Agreement”); and (vi) in accordance with and pursuant to the provisions of Section 6.09(b), the Acquiror (or an Affiliate of the Acquiror) and the Seller (or the applicable Affiliate of the Seller, as the case may be) will enter into a hold harmless agreement in substantially the form attached hereto as Exhibit G (each, a “Hold Harmless Agreement”);

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Certain Defined Terms. Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A or elsewhere in this Agreement.

ARTICLE II

PURCHASE AND SALE OF THE SHARES

Section 2.01. Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller, and with respect to the DelAm Shares, the Parent, shall sell, convey, assign, transfer and deliver to the Acquiror, free and clear of all Liens, and the Acquiror shall purchase, acquire and accept from the Seller, and with respect to the DelAm Shares, the Parent, all of the Seller’s and the Parent’s right, title and interest in and to the Shares and the DelAm Shares, respectively.

Section 2.02. Closing. On the earlier of (a) the first Business Day of the first calendar quarter or (b) the first Business Day of the second month of the first calendar quarter, in either case following the date on which all the conditions set forth in Article IX have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or on such other date as the Seller and the Acquiror may agree in writing, the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) that shall be held no later than 10:00 a.m., New York City time, at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other time or place as the Seller and the Acquiror may agree in writing (the date on which the Closing takes place being the “Closing Date”). Upon the occurrence of the Closing, the time and date that the purchase and sale of the Shares and the DelAm Shares described in Section 2.01 becomes effective shall be 5:00 p.m., New York City time, on the Closing Date.

Section 2.03. Purchase Price. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Acquiror shall:

(a) pay to the Seller, an aggregate amount in cash equal to (i) $6,800,000,000; plus (ii) if the Closing Date Adjustment is a positive amount, the amount thereof; minus (iii) if the Closing Date Adjustment is a negative amount, an amount, if any, equal to such portion of the absolute value of the Closing Date Adjustment as the Seller elects pursuant to Section 2.05 not to reduce the Common Stock Consideration or Preferred Stock Consideration; minus (iv) an amount equal to the Closing Date Risk-Based Capital True-Up Amount; minus (v) an amount equal to such portion of the amount required to reduce the Purchase Price pursuant to Section 6.12(a), if any, as the Seller elects pursuant to Section 2.05 not to reduce the Common Stock Consideration or Preferred Stock Consideration; plus (vi) an amount equal to the amount required to increase the Purchase Price pursuant to Section 6.12(a), if any; plus (vii) the amount required to increase the Cash Consideration pursuant to Section 6.25, if any (such aggregate

amount, the “Cash Consideration”); minus (viii) $1,000,000; plus (ix) the Closing Date Interest Payment, if any;

(b) subject to Section 2.03(d), issue and deliver to the Seller 78,239,712 shares of the Acquiror’s common stock, par value $0.01 per share (the “Acquiror Stock”), minus (i) if the Closing Date Adjustment is a negative amount, such number of shares of Acquiror Stock having an aggregate Fair Value at the Closing equal to such portion of the absolute value of the Closing Date Adjustment as the Seller elects pursuant to Section 2.05 not to reduce the Cash Consideration or Preferred Stock Consideration; and (ii) such number of shares of Acquiror Stock having an aggregate Fair Value at the Closing equal to such portion of the amount required to reduce the Purchase Price pursuant to Section 6.12(a), if any, as the Seller elects pursuant to Section 2.05 not to reduce the Cash Consideration or Preferred Stock Consideration (such amount of Acquiror Stock, the “Common Stock Consideration”);

(c) issue and deliver to the Seller 40,000,000 Common Equity Units (as defined in the Stock Purchase Contract Agreement), which Common Equity Units shall initially be in the form of Normal Common Equity Units (as defined in the Stock Purchase Contract Agreement), on the terms and subject to the conditions set forth in the Stock Purchase Contract Agreement (such amount of Common Equity Units, the “Equity Units”), having an aggregate stated amount at issuance of $3,000,000,000;

(d) issue and deliver to the Seller 6,857,000 shares of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of the Acquiror, having the designation and the voting and other powers, preferences and relative, participating, optional or other rights, and subject to the qualifications, limitations and restrictions, set forth in the Interim Preferred Stock Certificate of Designations (the “Acquiror Interim Preferred Stock” and such amount of Acquiror Interim Preferred Stock, the “Preferred Stock Consideration”), minus, (i) if the Closing Date Adjustment is a negative amount, such number of shares of Acquiror Interim Preferred Stock having an aggregate Fair Value at the Closing equal to such portion of the absolute value of the Closing Date Adjustment as the Seller elects pursuant to Section 2.05 not to reduce the Cash Consideration or Common Stock Consideration; and (ii) such number of shares of Acquiror Interim Preferred Stock having an aggregate Fair Value at the Closing equal to such portion of the amount required to reduce the Purchase Price pursuant to Section 6.12(a), if any, as the Seller elects pursuant to Section 2.05 not to reduce the Cash Consideration or Common Stock Consideration. In the event that the Acquiror as of or prior to the Closing issues, or agrees to issue (which issuance is actually completed as of or prior to the Closing), Acquiror Stock or other securities to a third party in a transaction that the New York Stock Exchange (“NYSE”) requires the Acquiror to aggregate with the Non-Cash Consideration to be issued to the Seller at the Closing for purposes of the NYSE’s shareholder approval requirements, then the Seller agrees to accept delivery of such number of additional shares of Acquiror Interim Preferred Stock (up to a maximum of 483,490 shares) as is necessary to avoid the imposition by the NYSE of a requirement that the stockholders of the Acquiror approve the issuance of any Non-Cash Consideration prior to the Closing in lieu of delivery of a number of shares of Acquiror Stock constituting a portion of the Common Stock Consideration equal to the product of (x) ten and (y) such number of additional shares of Acquiror Interim Preferred Stock; and

(e) the amounts specified in this Article II shall be paid free and clear of, and (except to the extent required by Law) without any deduction or withholding on account of, any Tax; provided, however, that the Seller shall provide, or cause its Affiliates to provide, any statements, forms or other documents reasonably requested by the Acquiror to reduce or eliminate such deduction or withholding. If any amount is required by Law to be deducted or withheld on account of any Tax with respect to payments made under this Article II to the Seller, such Tax shall be deducted from the amounts required to be paid under this Article II and the Acquiror shall promptly remit such deduction or withholding on account of any Tax (if any) to the relevant Tax Authority and shall promptly provide the Seller with the appropriate receipts for such payments. All Tax amounts deducted or withheld from payments pursuant to the preceding sentence shall be treated as having been actually paid to the Seller for purposes of this Agreement.

Section 2.04. Transactions; Closing Deliveries. At the Closing:

(a) the Seller or the Parent shall deliver, or cause to be delivered, to the Acquiror:

(i) one or more stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto;

(ii) one or more stock certificates evidencing the DelAm Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto;

(iii) written resignations of each director of the Company and each director (or the equivalent position in the applicable jurisdiction) of the Transferred Subsidiaries who is an employee of the Parent or an independent director of the Parent, effective as of the Closing, in each case, who is not an employee of the Company or the applicable Transferred Subsidiary, except as requested in writing by the Acquiror not less than five Business Days prior to Closing;

(iv) counterparts of each of the Ancillary Agreements duly executed by the Parent, the Seller or their respective applicable Affiliates which are parties thereto;

(v) the officer’s certificates provided for in Section 9.03(a) and Section 9.03(d);

(vi) a copy, certified as of the Closing Date, by an officer of the Parent, the Seller and each Affiliate of the Seller that is a party to any Transaction Agreement, of the resolutions of such Person’s board of directors (or similar governing body) authorizing the execution and delivery of this Agreement and the other Transaction Agreements (as applicable), and the consummation of the transactions contemplated hereby and thereby (to the extent applicable);

(vii) copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Parent or the Seller or any of their respective Affiliates in satisfaction of Section 9.01(b);

(viii) the opinion provided for in Section 9.03(f);

(ix) a good standing certificate from the Secretary of State of the State of Delaware and a certificate of compliance from the Delaware Insurance Department for each of the Company and DelAm, dated as of a date within five days prior to the Closing Date, and a bring down good standing certificate for each of the Company and DelAm from the Secretary of State of the State of Delaware and a bring down compliance certificate for each of the Company and DelAm from the Delaware Insurance Department, dated as of the Closing Date;

(x) the original stock transfer and corporate minute books of the Company and DelAm;

(xi) copies of the software and software utility (in both source code and object code form) provided for in Section 6.18(b);

(xii) (as applicable) an executed receipt evidencing the receipt by the Seller of payment and delivery by the Acquiror of the Cash Consideration and Non-Cash Consideration; and

(xiii) a duly executed certificate of non-foreign status (a “FIRPTA Certificate”) from Parent, the Seller, the Company and each of the U.S. Transferred Subsidiaries and any other certifications required under sections 897 or 1445 of the Code, from the other Transferred Subsidiaries, in each case, in a form and manner that complies with section 1445 of the Code and the U.S. Treasury Regulations promulgated thereunder.

(b) the Acquiror shall deliver, or cause to be delivered, to the Seller:

(i) (A) the Cash Consideration, (B) stock certificates evidencing the Common Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller, (C) certificates evidencing the Equity Units, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, registered in the name of the Seller (the “Equity Units Certificates”), and (D) stock certificates evidencing the Preferred Stock Consideration, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Seller;

(ii) (A) counterparts of each of the Ancillary Agreements (other than the Equity Units Documents) duly executed by the Acquiror or its applicable Affiliates, which are parties thereto and (B) copies of each of the Equity Units Documents duly executed by the Acquiror and each other party thereto;

(iii) the officer’s certificate provided for in Section 9.02(a);

(iv) the opinion provided for in Section 9.02(c); and

(v) any copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 9.01(b);

(c) the Acquiror shall deliver, or cause to be delivered, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) stock certificates (the “Acquiror Equity Unit Preferred Stock Certificates”) evidencing the Acquiror Equity Unit Preferred Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, registered in the name of the Stock Purchase Contract Agent;

(d) the Seller shall deliver, or cause to be delivered, to the Securities Intermediary (as defined in the Indemnification Control Agreement) the Equity Units Certificates for credit to and/or deposit in the Indemnification Collateral Account (as defined in the Indemnification Control Agreement) pursuant to the Indemnification Control Agreement;

(e) the Seller and the Acquiror shall cause the Stock Purchase Contract Agent to deliver, or to cause to be delivered, to the Collateral Agent (as defined in the Pledge Agreement) the Acquiror Equity Unit Preferred Stock Certificates for credit to the Collateral Accounts (as defined in the Pledge Agreement) pursuant to the Pledge Agreement; and

(f) each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

Section 2.05. Payments and Computations. Except to the extent explicitly provided otherwise herein, each party hereto shall make each payment due to the other party hereto (or its Affiliate) pursuant to this Agreement by no later than 12:00 p.m., New York City time, on the day when due (unless otherwise consented to by the party hereto (or its Affiliate) to whom such payment is due). Except to the extent explicitly provided herein to the contrary, all payments required to be made by a party hereto shall be made in cash or, with respect to the Parent and the Seller, in cash or, at the Seller’s election, by delivery to the Acquiror for cancellation of shares of Acquiror Stock, Equity Units for which, except as otherwise provided in Section 11.05, Eligible Collateral has been substituted therefor in the Indemnification Collateral Account in accordance with the Indemnification Control Agreement or Acquiror Interim Preferred Stock with a Fair Value equal to the amount required to be paid, provided, however, in no event shall the Seller be entitled to remit payment to the Acquiror in the form of Acquiror Stock or Acquiror Interim Preferred Stock to the extent that the aggregate Fair Value of Acquiror Stock and Acquiror Interim Preferred Stock contemplated to be so delivered to the Acquiror for cancellation in satisfaction of any amount then payable by the Seller to the Acquiror under this Agreement, together with the aggregate Fair Value of all Acquiror Stock and Acquiror Preferred Stock delivered to the Acquiror for cancellation in satisfaction of amounts previously payable by the Seller to the Acquiror under this Agreement and the aggregate Fair Value of Acquiror Stock and/or Acquiror Interim Preferred Stock as the Seller elected to reduce the Common Stock Consideration and/or the Preferred Stock Consideration at the Closing, as the case may be, pursuant to Section 2.03(b) or Section 2.03(d),

respectively, exceeds $350,000,000. No later than five Business Days prior to the date on which payment is due by the Seller or the Parent to the Acquiror, or in the event of the Seller’s election to reduce the Cash Consideration, the Common Stock Consideration and/or the Preferred Stock Consideration at the Closing, as the case may be, pursuant to Section 2.03(a), Section 2.03(b) or Section 2.03(d), respectively, five Business Days prior to the Closing Date, the Seller shall deliver to the Acquiror written notice of the Seller’s election pursuant to this Section 2.05, which notice shall indicate the amount of cash and/or the number of shares of Acquiror Stock, Equity Units and/or Acquiror Interim Preferred Stock to be so remitted by the Seller or by which the Cash Consideration, the Common Stock Consideration and/or the Preferred Stock Consideration is to be so reduced and the Fair Value of such Acquiror Stock, Equity Units and/or Acquiror Interim Preferred Stock. Any payment required to be made by a party in cash shall be paid by wire transfer, if applicable, of immediately available funds to the account or accounts designated by the party hereto (or its Affiliate) receiving such payment at least three Business Days prior to the date when due.

Section 2.06. Interest.

(a) Except as expressly provided otherwise in Section 2.06(b), all computations of interest with respect to any payment due to a Person under this Agreement shall be based on the Interest Rate on the basis of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Whenever any payment under this Agreement will be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of payment of interest.

(b) In the event that the Closing does not occur prior to the record date for the annual dividend on the Acquiror Common Stock declared in 2010 (the “Record Date”), but the Closing occurs thereafter, at the Closing, the Acquiror shall pay to the Seller, in cash, interest for the period commencing on July 1, 2010 and ending on the Closing Date, at a rate of 5% per annum on the Cash Consideration (not including the portion thereof payable pursuant to Section 2.03(a)(vi)) (such amount, if any, the “Closing Date Interest Payment”). Notwithstanding anything to the contrary in this Section 2.06, the Acquiror shall not be required to pay such interest if the failure of the Parent or the Seller to fulfill any obligations under this Agreement (including its obligation to obtain the applicable Governmental Orders specified in Section 9.01(b) of the Seller Disclosure Letter) was the sole and direct cause of, or solely and directly resulted in, the failure of the Closing to occur on or before the Record Date; and provided, further, that in the event the Acquiror has incurred the obligation to make the Closing Date Interest Payment, the Acquiror shall not be obligated to pay such interest for any period during which the failure of the Parent or the Seller to fulfill any such obligation was the sole and direct cause of, or solely and directly resulted in, the failure of the Closing to occur.

Section 2.07. Preparation and Delivery of Financial Statements; Determination of Adjustments for After-Tax Operating Earnings.

(a) No later than September 25, 2010, the Seller (or, if the Closing has occurred prior thereto, the Acquiror) shall cause the Company to prepare in good faith and deliver to the Acquiror and the Seller (i) an audited combined and consolidated statement of

income of the Company and the Transferred Subsidiaries for the 12-month period ended May 31, 2010, (ii) an audited combined and consolidated balance sheet of the Company and the Transferred Subsidiaries as of May 31, 2010 (together with the statement of income described in clause (i), the “Actual 5/31/10 Financial Statements”) and (iii) a worksheet (the “Actual Income Statement Worksheet”) in the form attached hereto as Schedule 2.07(a)(iii), which sets forth the Seller’s (or the Acquiror’s as the case may be) good faith calculation, together with explanatory notes and supporting calculations, in accordance with the Agreed Calculating Procedures, of the After-Tax Operating Earnings for the 12-month period ended May 31, 2010 (the “Actual 5/31/10 After-Tax Operating Earnings”). The Actual 5/31/10 Financial Statements shall (A) be compiled from reporting packages submitted by the Company to the Parent for purposes of inclusion in the financial statements of the Parent, (B) be prepared in accordance with the Parent Accounting Policies applied on a consistent basis (except as may be indicated in Section 2.07(a) of the Seller Disclosure Letter) and (C) present fairly and accurately, in all material respects, the results of operation or financial position, as the case may be, as of and for the 12-month period ended May 31, 2010, as the case may be.

(b) No later than five Business Days prior to the Closing Date, the Seller, at its own expense, shall cause the Company to prepare in good faith and deliver to the Acquiror:

(i) a schedule setting forth (A) all Intercompany Payables and Intercompany Receivables that have been settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished pursuant to Section 6.08(a) or Section 6.08(c), (B) the estimated amount of all Intercompany Payables and Intercompany Receivables anticipated to be outstanding as of the Closing, (C) the Settlement Value of each Intercompany Payable and Intercompany Receivable settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished on or prior to the date of delivery of such schedule, (D) the estimated Settlement Value of any Intercompany Payable or Intercompany Receivable that will be settled following the date of delivery of such schedule pursuant to Section 6.08(a) or Section 6.08(c), (E) the corresponding amount of each such Intercompany Payable and Intercompany Receivable (1) as recorded in the Reference Balance Sheet, or (2) if any such Intercompany Payable or Intercompany Receivable was established or subsequently increased without settlement, discharge, offset, payment, repayment in full, termination, commutation or extinguishment, whether in whole or in part or in one or a series of transactions, following the date of the Reference Balance Sheet, the amount recorded in the books and records of the Company and the Transferred Subsidiaries in accordance with the Parent Accounting Policies for each such Intercompany Payable or Intercompany Receivable as of any date of such settlement, discharge, offset, payment, repayment in full, termination, commutation or extinguishment (such amount described in this sub-clause (E), the “Carrying Value”); provided, that the Carrying Value of any Intercompany Payable or Intercompany Receivable established in respect of any derivative transaction shall be the corresponding amount thereof as recorded in the Reference Balance Sheet, or if such derivative transaction was entered into after the date of the Reference Balance Sheet, the amount recorded in the books and records of the Company and the Transferred Subsidiaries in accordance with Parent Accounting Policies for such Intercompany Payable or Intercompany Receivable as of any date of such settlement, discharge, offset, payment, repayment in full, termination, commutation or extinguishment, whether in whole or in

part or in one or a series of transactions); and (F) the estimated Affiliated Transaction Settlement Amount (such schedule described in this sub-clause (i), the “Schedule of Estimated Closing Intercompany Balances”); and

(ii) a worksheet (the “Estimated Company Risk-Based Capital Worksheet” and, together with the Schedule of Estimated Closing Intercompany Balances, the “Estimated Financial Deliverables”) in the form attached hereto as Section 2.07(b)(ii) of the Seller Disclosure Letter, which sets forth the Company’s good faith estimate, together with explanatory notes and supporting calculations, of the Total Adjusted Capital (the “Estimated Total Adjusted Capital”) and Company Risk-Based Capital at the Closing (the “Estimated Company Risk-Based Capital”), which Total Adjusted Capital and Company Risk-Based Capital shall be estimated in accordance with the Risk-Based Capital Calculation Methodology.

The Seller shall consult with the Acquiror and its accountants with respect to the preparation of the Actual 5/31/10 Financial Statements, the Schedule of Estimated Closing Intercompany Balances and the Estimated Company Risk-Based Capital Worksheet, and the calculation of the Actual 5/31/10 After-Tax Operating Earnings, the Estimated Total Adjusted Capital and Estimated Company Risk-Based Capital.

(c) No later than 120 days after the Closing Date, the Acquiror shall cause the Company to prepare in good faith and deliver to the Seller: (i) an audited combined and consolidated balance sheet of the Company and the Transferred Subsidiaries as of the Closing Date immediately before giving effect to the Closing (the “Actual Closing Balance Sheet”), which Actual Closing Balance Sheet shall (A) be prepared from the books and records of the Company and the Transferred Subsidiaries, (B) be prepared in accordance with GAAP as applicable to the Company and the Transferred Subsidiaries on a stand-alone basis and (C) present fairly and accurately, in all material respects, the consolidated financial position of the Company and the Transferred Subsidiaries as of the Closing Date and (ii) a schedule setting forth (A) all Intercompany Payables and Intercompany Receivables that were settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished, (B) the amount of all Intercompany Payables and Intercompany Receivables outstanding as of the Closing Date, taking into account any Intercompany Payable or Intercompany Receivable that was settled in accordance with Section 6.08(a) within 10 days following the Closing Date as if such Intercompany Payables or Intercompany Receivables were settled on the Closing Date, (C) the Settlement Value of each Intercompany Payable and Intercompany Receivable settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished on or prior to the Closing or within 10 days following the Closing Date pursuant to Section 6.08(a) and Section 8.05(i), (D) the Carrying Value of each such Intercompany Payable and Intercompany Receivable, and (E) the Affiliated Transaction Settlement Amount (the “Schedule of Actual Closing Intercompany Balances”).

(d) No later than 90 days after the first statutory quarter end following the Closing Date, the Acquiror shall cause the Company to deliver to the Seller: (i) the statutory financial statements for the statutory quarterly reporting period ended immediately preceding the Closing Date filed with the Domiciliary Regulator of the State of Delaware (the “Pre-Closing Quarterly Statutory Statements”), (ii) the statutory financial statements for the statutory annual or

quarterly reporting period ended immediately after the Closing Date filed with the Domiciliary Regulator of the State of Delaware (the “Post-Closing Quarterly Statutory Statements”), together with the Pre-Closing Quarterly Statutory Statements, the “Quarterly Statutory Statements”), which Quarterly Statutory Statements (except as expressly set forth in such Quarterly Statutory Statements) (A) were prepared from the books and records of the Company, (B) were filed with or submitted to the Domiciliary Regulator of the State of Delaware on forms prescribed or permitted by such Domiciliary Regulator and (C) were prepared, in all material respects, in accordance with SAP applied on a consistent basis during the periods involved, and present fairly and accurately, in all material respects, the statutory financial position and results of operations of the Company as of the respective dates or for the respective periods covered thereby, and (iii) a worksheet (the “Quarterly Risk-Based Capital Worksheet” and, together with the Quarterly Statutory Statements, the “Quarterly Statutory Deliverables”) in the form set forth in Section 2.07(b)(ii) of the Seller Disclosure Letter, which sets forth the Acquiror’s good faith calculation of (A)(1) the Total Adjusted Capital as of the date of the Pre-Closing Quarterly Statutory Statements (the “Pre-Closing Total Adjusted Capital”) and (2) the Total Adjusted Capital as of the date of the Post-Closing Quarterly Statutory Statements (the “Post-Closing Total Adjusted Capital”) (it being understood that the Post-Closing Total Adjusted Capital shall exclude any post-Closing capital contributions or distributions to or from the Company), and (B)(1) the Company Risk-Based Capital as of the date of the Pre-Closing Quarterly Statutory Statements (the “Pre-Closing Company Risk-Based Capital”) and (2) the Company Risk-Based Capital as of the date of the Post-Closing Quarterly Statutory Statements (the “Post-Closing Company Risk-Based Capital” and, together with the Pre-Closing Total Adjusted Capital, the Post-Closing Total Adjusted Capital and the Pre-Closing Company Risk-Based Capital, the “Quarterly Amounts”), which Quarterly Amounts shall be calculated in accordance with the Risk-Based Capital Calculation Methodology. If each of the Pre-Closing Company Risk-Based Capital Ratio and the Post-Closing Company Risk-Based Capital Ratio are no less than 425%, such Quarterly Amounts shall be binding on the Acquiror and the Seller, and otherwise shall be final, non-appealable and conclusive for the purposes of calculating the RBC Deficit set forth in Section 2.09(a)(i) (which, for the avoidance of doubt, shall be zero) and no Actual Closing Statutory Financial Statements or Actual Closing Risk-Based Capital Worksheet shall be prepared.

(e) If the Pre-Closing Company Risk-Based Capital Ratio and/or the Post-Closing Company Risk-Based Capital Ratio is less than 425%, the Seller, on the one hand, shall have the right to request the Acquiror to, and the Acquiror, on the other hand, shall have the right to, in no later than 120 days after such determination of the Pre-Closing Company Risk-Based Capital Ratio and Post-Closing Company Risk-Based Capital Ratio, or such request from the Seller, as the case may be, prepare in good faith and deliver to the Seller: (i) an audited statutory statement of income of the Company for the 12-month period ended on the last day of the statutory quarterly reporting period (the “Quarter-End Date”) immediately preceding the Closing Date, (ii) an audited statutory balance sheet of the Company as of the Closing Date (together with the statutory statement of income described in clause (i), the “Actual Closing Statutory Financial Statements”) and (iii) a worksheet (the “Actual Closing Risk-Based Capital Worksheet” and, together with the Actual Closing Statutory Financial Statements, the “Actual Statutory Deliverables”) in the form set forth in Section 2.07(b)(ii) of the Seller Disclosure Letter, which sets forth the Acquiror’s good faith calculation, together with explanatory notes, of the Total Adjusted Capital (the “Actual Total Adjusted Capital”) and Company Risk-Based

Capital on the Closing Date (the “Actual Closing Risk-Based Capital” and, together with the Actual Total Adjusted Capital and the Actual 5/31/10 After-Tax Operating Earnings, the “Actual Amounts”), which Actual Closing Statutory Financial Statements shall (1) be prepared from the books and records of the Company, (2) be on forms prescribed or permitted by the Domiciliary Regulator of the State of Delaware, (3) be prepared in accordance with SAP as specified by the Domiciliary Regulator of the State of Delaware applied on a consistent basis during the periods involved and (4) present fairly and accurately, in all material respects, the statutory financial position and results of operations of the Company as of the Closing Date or for the 12-month period ended on the Quarter-End Date, as the case may be. The Actual Total Adjusted Capital and the Actual Closing Risk-Based Capital shall be calculated in accordance with the Risk-Based Capital Calculation Methodology.

Each of (i) the Actual 5/31/10 Financial Statements, (ii) the Actual Closing Balance Sheet and (iii) any Actual Closing Statutory Financial Statements (each of the financial statements referred to in clauses (ii) and (iii), together with the Actual 5/31/10 Financial Statements (if the Closing occurs prior to September 25, 2010), the Schedule of Actual Closing Intercompany Balances, the Quarterly Statutory Deliverables and, if any, the Actual Closing Risk-Based Capital Worksheet, collectively, the “Post-Closing Financial Deliverables” and, together with the Actual 5/31/10 Financial Statements (if the Closing occurs on or after September 25, 2010), any Actual Income Statement Worksheet, but not the Quarterly Statutory Deliverables, the “Actual Financial Deliverables”) shall be accompanied by an unqualified audit opinion of the Acquiror’s or the Company’s independent accountants and auditors, in the Acquiror’s (other than the case of the Actual 5/31/10 Financial Statements which shall be in the Seller’s sole discretion); provided, that the Actual Closing Statutory Financial Statements shall be accompanied by an unqualified audit opinion of PricewaterhouseCoopers LLP and the Actual Closing Risk-Based Capital Worksheet shall be accompanied by an unqualified attestation or audit opinion of PricewaterhouseCoopers LLP.

Each party shall consult with the other party and their respective accountants with respect to the preparation of the Actual Financial Deliverables, the Estimated Financial Deliverables and the Quarterly Statutory Deliverables and the calculation of the Actual Amounts, the Estimated Total Adjusted Capital, Estimated Company Risk-Based Capital and the Quarterly Amounts. The fees and expenses of a party’s or the Company’s independent accountants and auditors (or PricewaterhouseCoopers LLP) in connection with the preparation of the Actual Financial Deliverables shall be shared equally between the Seller and the Acquiror.

If the Acquiror does not provide the Post-Closing Financial Deliverables (other than the Actual Closing Statutory Financial Statements, if not requested by the Seller or prepared by the Acquiror pursuant to this Section 2.07(e)) within the time period set forth in Section 2.07(c) and this Section 2.07(e), then, at the election of the Seller, the Seller may prepare and present the Post-Closing Financial Deliverables that have not been so provided within an additional 30 days thereafter; provided, that the Post-Closing Financial Deliverables prepared by the Seller shall not be required to be audited or accompanied by any accountant’s opinion or attestation opinion in any such case.

(f) For purposes of this Section 2.07, (i) the term “preparer” shall mean the party that prepares any Actual Financial Deliverables, Estimated Financial Deliverables or

Quarterly Statutory Statements and calculates the Actual Amounts, the Estimated Total Adjusted Capital, Estimated Company Risk-Based Capital or the Quarterly Amounts, as the case may be (it being understood that the term “preparer” shall be deemed to mean each of the Parent and the Seller, if the Seller is the preparer), and (ii) the term “recipient” shall mean the party that does not prepare any Actual Financial Deliverable, Estimated Financial Deliverable or Quarterly Statutory Statement or calculate any Actual Amount, Estimated Amount or Quarterly Amount, as the case may be. Without limiting the generality of Section 6.04 and subject to Section 6.05, in connection with the preparer’s preparation of any Post-Closing Financial Deliverable and the preparer’s calculation of the Actual Amounts or Quarterly Amounts, to the extent the preparer does not have all reasonable necessary information in its possession, the recipient shall (i) permit the preparer to review the recipient’s working papers and other supporting data, as well as all of the books, records and other relevant information, in each case, relating to the operations and finances of the Company and the Transferred Subsidiaries with respect to the period up to and including the Closing Date, (ii) make reasonably available the individuals in its employ responsible for and knowledgeable about the information necessary for the preparation of any Post-Closing Financial Deliverable and the calculation of the Actual Amounts or Quarterly Amounts, as the case may be, in order to respond to the reasonable inquiries of the preparer and (iii) otherwise cooperate in good faith with the preparer.

(g) During the 30 days immediately following the later of (x) the recipient’s receipt of the Actual Financial Deliverables and (y) if required, the date on which an Auditor’s Letter is executed by the recipient and the preparer’s independent accountants pursuant to Section 2.07(m) (the “Purchase Price Adjustment Review Period”), the preparer shall (i) permit the recipient and its Representatives to review the preparer’s working papers and other supporting data, as well as all of the books, records and other relevant information, in each case, relating to the operations and finances of the Company and the Transferred Subsidiaries with respect to the period up to and including the Closing Date, (ii) make reasonably available the individuals in its employ responsible for, and knowledgeable about the information used in, the preparation of any Actual Financial Deliverable and the calculation of any Actual Amount, as the case may be, in order to respond to the reasonable inquiries of the recipient and (iii) otherwise cooperate in good faith with the recipient and its Representatives.

(h) The preparer shall, through the date that the Final Actual Financial Deliverables become such in accordance with Section 2.07(k), take all actions necessary or desirable to maintain and preserve all accounting books, records, policies and procedures on which the Actual Financial Deliverables were based or on which the Final Actual Financial Deliverables are to be based so as not to impede or delay the calculation of the Actual Amounts or the preparation of the Notice of Purchase Price Adjustment Disagreement or any Final Actual Financial Deliverable in the manner and utilizing the methods permitted by this Agreement.

(i) The recipient shall notify the preparer in writing (the “Notice of Purchase Price Adjustment Disagreement”) prior to the expiration of the Purchase Price Adjustment Review Period if the recipient disagrees with any of the Actual Financial Deliverables, or the calculation of any Actual Amount, as the case may be. The Notice of Purchase Price Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and the recipient’s determination of such Actual Financial Deliverables or Actual Amount, as the case may be. If no Notice of Purchase Price Adjustment Disagreement is

received by the preparer on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Actual Financial Deliverables and the calculation of the Actual Amounts, as the case may be, shall be deemed to have been accepted by the recipient and shall become final and binding upon the Seller and the Acquiror in accordance with Section 2.07(k).

(j) During the 30 days immediately following the delivery of a Notice of Purchase Price Adjustment Disagreement (the “Purchase Price Adjustment Consultation Period”), the Seller and the Acquiror shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Purchase Price Adjustment Disagreement.

(k) If, at the end of the Purchase Price Adjustment Consultation Period, the Seller and the Acquiror have been unable to resolve all disagreements that they may have with respect to the matters specified in the Notice of Purchase Price Adjustment Disagreement, then the Seller and the Acquiror shall submit all matters that remain in dispute with respect to the Notice of Purchase Price Adjustment Disagreement, including information that relates to items which may not be in dispute but are relevant to the disputed matters (along with a copy of the applicable Actual Financial Deliverables marked to indicate those line items that are in dispute) to KPMG LLP (the “Expert Accountant”). In the event that KPMG LLP refuses or is otherwise unable to act as the Expert Accountant, the Seller and the Acquiror shall cooperate in good faith to appoint, within 30 days after the Seller and the Acquiror receive notice from KPMG LLP of its refusal or inability to act as the Expert Accountant, an independent certified public accounting firm in the United States of national recognition mutually agreeable to the Seller and the Acquiror, in which event “Expert Accountant” shall mean such firm. Within 30 days after the submission of such matters to the Expert Accountant, or as soon as practicable thereafter, the Expert Accountant, acting as an expert and not as an arbitrator, will make a final determination on the basis of the Agreed Calculating Procedures, the Risk-Based Capital Calculation Methodology, the Parent Accounting Policies, GAAP or SAP, as applicable, and in each case in accordance with this Section 2.07(k), of the appropriate amount of each of the line items or Actual Amounts in the Actual Financial Deliverables as to which the Seller and the Acquiror disagree as specified in the Notice of Purchase Price Adjustment Disagreement. The determination by the Expert Accountant shall be binding on the Acquiror and the Seller, and otherwise shall be final, non-appealable and conclusive. With respect to each disputed line item or Actual Amount, as the case may be, such determination, if not in accordance with the position of either the Seller or the Acquiror, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the recipient in the Notice of Purchase Price Adjustment Disagreement or the preparer of the applicable Actual Financial Deliverables with respect to such disputed line item or Actual Amount. For the avoidance of doubt, the Expert Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Notice of Purchase Price Adjustment Disagreement that remain in dispute, unless the Expert Accountant’s review of such other line items is relevant to the disputed matters or such review or determination is reasonably necessary in order to resolve any disputes that arise from line items or matters that were not initially set forth in the Notice of Purchase Price Adjustment Disagreement but that subsequently arose as a result of the Expert Accountant’s review and determination of those matters in the Notice of Purchase Price Adjustment Disagreement that remain in dispute (in which case, such additional line items and matters shall be deemed to have been included in the Notice of Purchase Price Adjustment Disagreement).

The Actual Financial Deliverables, the Actual Closing Balance Sheet and the calculation of the Actual Amounts that are final and binding on the Seller and the Acquiror, as determined either through agreement of the Seller and the Acquiror (deemed or otherwise) pursuant to Section 2.07(i) or through the determination of the Expert Accountant pursuant to this Section 2.07(k), are referred to herein as the “Final Actual Financial Deliverables”, the “Final Closing Balance Sheet”, the “Xxxxx 0/31/10 After-Tax Operating Earnings”, the “Final Closing Statutory Financial Statements” the “Final Closing Risk-Based Capital” and the “Schedule of Final Closing Intercompany Balances.” For the avoidance of doubt, the foregoing dispute procedures and dispute resolution procedures may occur at separate times with respect to the Actual Financial Deliverables. The 30-day period for delivering the written award may be extended by the mutual written consent of the Seller and the Acquiror or by the Expert Accountant for up to an additional 30 days for good cause shown. Notwithstanding anything else contained herein, neither the Seller nor the Acquiror may assert that any award issued by the Expert Accountant is unenforceable because it has not been timely rendered.

(l) The cost of the Expert Accountant’s review and determination shall be shared equally by the Seller and the Acquiror. During the review by the Expert Accountant, the Acquiror, the Parent and the Seller shall each make available to the Expert Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Expert Accountant to fulfill its obligations under Section 2.07(k).

(m) In the event that any party to this Agreement (or the Expert Accountant) requests, pursuant to this Section 2.07, access to the work papers and other supporting data of the independent accountants of the other parties to this Agreement relating to the preparation of any Actual Financial Deliverable, Estimated Financial Deliverable or Quarterly Statutory Deliverable and the calculation of the Actual Amounts, the Estimated Total Adjusted Capital, Estimated Company Risk-Based Capital and the Quarterly Amounts, as the case may be, the providing party shall cause its independent accountants to make any such work papers and other supporting data available to the requesting party (including the Expert Accountant) and its independent accountants; provided, that the requesting party (including the Expert Accountant) has signed a customary confidentiality and hold harmless agreement relating to such access to working papers and other supporting data in form and substance reasonably acceptable to such independent accountants (an “Auditor’s Letter”). The providing party shall promptly provide any consents requested by its independent accountants in connection with such access.

Section 2.08. Closing Date Purchase Price Adjustments.

(a) The “Closing Date 5/31/10 Adjustment Amount” shall be the amount (whether positive or negative) equal to: (i) the Xxxxx 0/31/10 After-Tax Operating Earnings minus $1,650,000,000, if the Xxxxx 0/31/10 After-Tax Operating Earnings are greater than $1,650,000,000; or (ii) the Xxxxx 0/31/10 After-Tax Operating Earnings minus $1,350,000,000, if the Xxxxx 0/31/10 After-Tax Operating Earnings are less than $1,350,000,000.

(b) The “Closing Date Risk-Based Capital True-Up Amount” shall be the amount, if any, equal to the RBC Deficit calculated based on the Estimated Company Risk-Based Capital Worksheet.

(c) The “Closing Date Intercompany Balances Adjustment Amount” shall be the amount (whether positive or negative) equal to:

(i) for each item reflected on the Schedule of Estimated Closing Intercompany Balances as an Intercompany Payable, an amount (whether positive or negative) equal to (x) the Carrying Value for each such payable, minus (y) the Settlement Value for each such payable; plus

(ii) for each item reflected on the Schedule of Estimated Closing Intercompany Balances as an Intercompany Receivable, an amount (whether positive or negative) equal to (x) the Settlement Value for each such receivable minus (y) the Carrying Value for each such receivable; plus

(iii) the Affiliated Transaction Settlement Amount.

(d) The amount (whether positive or negative) equal to (i) the Closing Date 5/31/10 Adjustment Amount, plus (ii) the Closing Date Intercompany Balances Adjustment Amount, is the “Closing Date Adjustment” and, together with the amount equal to the Closing Date Risk-Based Capital True-Up Amount, is the “Total Closing Date Adjustment”; provided that, in the event that the Actual 5/31/10 After-Tax Operating Earnings have not become the Xxxxx 0/31/10 After-Tax Operating Earnings pursuant to Section 2.07(k) on or prior to the Closing Date, the Closing Date Adjustment shall be an amount (whether positive or negative) equal to the Closing Date Intercompany Balances Adjustment Amount; provided, further that in such circumstances within five Business Days after the Xxxxx 0/31/10 After-Tax Operating Earnings become such, if the Closing Date 5/31/10 Adjustment Amount is a positive number, then the Acquiror shall pay such amount in cash to the Seller pursuant to Section 2.05 plus, if the Closing occurs prior to the Record Date, interest at an interest rate of 5% per annum calculated in accordance with Section 2.06 on such amount from the Closing Date or, if the Closing Date occurs on or after the Record Date, from July 1, 2010; and if the Closing Date 5/31/10 Adjustment Amount is a negative number, then the Seller shall pay pursuant to Section 2.05 to the Acquiror an amount equal to the absolute value of the Closing Date 5/31/10 Adjustment Amount plus interest at an interest rate of 5% per annum calculated in accordance with Section 2.06 from the Closing Date or, if the Closing Date occurs on or after the Record Date, from July 1, 2010.

Section 2.09. Post-Closing Purchase Price Adjustments.

(a) The “Post-Closing Risk-Based Capital True-Up Amount” shall be the amount equal to (whether positive or negative) (i) the RBC Deficit calculated based on the Final Closing Statutory Financial Statements or as provided in Section 2.07(d), if any, minus (ii) the Closing Date Risk-Based Capital True-Up Amount.

(b) The “Post-Closing Intercompany Balances Adjustment Amount” shall be the amount (whether positive or negative) equal to:

(i)

the amount (whether positive or negative) equal to:

	(A)		for each item reflected on the Schedule of Final Closing Intercompany Balances as an Intercompany Payable, an amount (whether positive or negative) equal to (x) the Carrying Value for each such payable minus (y) the Settlement Value for each such payable; plus

	(B)		for each item reflected on the Schedule of Final Closing Intercompany Balances as an Intercompany Receivable, an amount (whether positive or negative) equal to (x) the Settlement Value for each such receivable minus (y) the Carrying Value for each such receivable; plus

	(C)		the Affiliated Transaction Settlement Amount; minus

	(ii)		the Closing Date Intercompany Balances Adjustment Amount.

(c) To the extent that the sum of (i) the Separation Adjustment and (ii) any direct out of pocket costs (documented and auditable) actually incurred by the Company and the Transferred Subsidiaries during the period between June 1, 2010 and the Closing Date in connection with any Required Pre-Closing Separation Actions exceeds $21,500,000, such excess shall be the “Separation Excess Amount”.

(d) The amount equal to (i) the Post-Closing Intercompany Balances Adjustment Amount minus (ii) the Post-Closing Risk-Based Capital True-Up Amount minus (iii) the Separation Excess Amount, whether such amount is positive or negative, is the “Post-Closing Adjustment”.

(e) If the Post-Closing Adjustment is a positive amount, then the Acquiror shall pay to the Seller pursuant to Section 2.05 an amount equal to the Post-Closing Adjustment plus, if the Closing occurs prior to the Record Date, interest at an interest rate of 5% per annum calculated in accordance with Section 2.06 on such amount from the Closing Date or, if the Closing Date occurs on or after the Record Date, from July 1, 2010. If the Post-Closing Adjustment is a negative amount, then the Seller shall pay to the Acquiror pursuant to Section 2.05 an amount equal to the absolute value of the Post-Closing Adjustment plus, if the Closing occurs prior to the Record Date, interest at an interest rate of 5% per annum calculated in accordance with Section 2.06 on such amount from the Closing Date or, if the Closing Date occurs on or after the Record Date, from July 1, 2010.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Acquiror by the Seller concurrently with entering into this Agreement (the “Seller Disclosure Letter”) (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Seller Disclosure Letter to the

extent it is readily apparent from such disclosure that such disclosure is applicable to such other section or subsection; provided, however, that the disclosure of any item on Section 3.06(e) of the Seller Disclosure Letter shall not be deemed to be disclosure against any other section of the Seller Disclosure Letter), the Seller hereby represents and warrants to the Acquiror as of the date hereof and as of the Closing Date (or such other date specified herein) as follows:

Section 3.01. Incorporation, Qualification and Authority of the

Seller. The Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full power and authority to own or lease and operate its assets and to conduct its business as currently conducted. Each applicable Affiliate of the Seller which is a party to any Transaction Agreement is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has full power and authority to own or lease and operate its assets and properties and to conduct its business as currently conducted. The Seller or the applicable Affiliate of the Seller (as applicable) has full power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it is a party. The Seller is duly qualified as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its activities makes such qualification and good standing necessary, except where the failure to be so qualified or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery by the Seller or the applicable Affiliate of the Seller (as applicable) of each of the Transaction Agreements to which it is a party, the performance by the Seller or the applicable Affiliate of the Seller (as applicable) of its obligations under each of the Transaction Agreements to which it is a party and the consummation by the Seller or the applicable Affiliate of the Seller (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party, have been or will be prior to the Closing (as applicable) duly authorized by all requisite limited liability company, corporate or other similar organizational action on the part of the Seller or the applicable Affiliate of the Seller (as applicable). Each of the Transaction Agreements to which the Seller or the applicable Affiliate of the Seller (as applicable) is a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by the Seller or the applicable Affiliate of the Seller (as applicable). Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Seller or the applicable Affiliate of the Seller (as applicable) is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of the Seller or the applicable Affiliate of the Seller (as applicable), enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.02. Incorporation, Qualification and Authority of the Company and the Transferred Subsidiaries.

(a) Each of the Company and the Transferred Subsidiaries (except with respect to any branch thereof) is a corporation or other organization duly incorporated or organized, validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the Laws of its jurisdiction of incorporation or organization and has full power and authority to own or lease and operate its assets and properties and to conduct its business as currently conducted. Each of the Company and the Transferred Subsidiaries (except with respect to any branch thereof) is duly qualified as a foreign corporation or other organization to do business, and is in good standing (or the equivalent, if any, in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its activities makes such qualification and good standing (or the equivalent, if any, in the applicable jurisdiction) necessary, except where the failure to be so qualified or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents) for each of the Company and the Transferred Subsidiaries (as applicable).

(b) (i) None of the Company or any of the Transferred Subsidiaries is the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar proceeding and (ii) except as set forth on Section 3.02(b) of the Seller Disclosure Letter, none of the Company or any of the Transferred Subsidiaries is operating under any formal or informal agreement or understanding with a Governmental Authority, including the U.S. Treasury and the FRBNY, that restricts its authority to do business or requires it to take, or refrain from taking, any action, other than generally applicable Law or regulatory interpretations thereof.

Section 3.03. Capital Structure of the Company and the Transferred Subsidiaries; Ownership and Transfer of the Shares.

(a) Section 3.03(a) of the Seller Disclosure Letter sets forth as of the date hereof, a true, correct and complete list of (i) each Subsidiary of the Company, its jurisdiction of organization and the Company’s direct or indirect ownership of each Subsidiary expressed as a percentage and the name of each other holder of Capital Stock in each Subsidiary that is not a wholly owned Subsidiary of the Company and the direct and indirect ownership of each class of Capital Stock of each such Subsidiary by such holders expressed as a percentage, (ii) each branch of the Company or any Subsidiary of the Company, (iii) each Joint Venture, its jurisdiction of organization, the Company’s direct and indirect economic and voting interest in each Joint Venture expressed as a percentage, the name of each other holder of Capital Stock of each Joint Venture and the direct and indirect ownership of each class of Capital Stock of each Joint Venture by such holder expressed as a percentage and (iv) each branch of each Joint Venture. All of the outstanding shares (or other applicable units or interests) of each class or series of Capital Stock in each of the Company and the Transferred Subsidiaries (as applicable) have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of, or in violation of any preemptive or subscription rights enforceable under,

applicable Law. There are no options, calls, warrants or convertible or exchangeable securities, or conversion, preemptive, subscription or other rights or Contracts, in any such case, obligating or which may obligate the Company or any of the Transferred Subsidiaries to issue, sell, purchase, return or redeem, or otherwise dispose of, transfer or acquire, any shares (or other applicable units or interests) of its Capital Stock or securities (including bonds, debentures, notes or other Indebtedness having general voting rights or securities convertible into such bonds, debentures, notes or other Indebtedness) convertible into or exchangeable for any shares (or other applicable units or interests) of its Capital Stock, in each case, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction or happening of any other condition or contingency (collectively, with respect to any Person’s shares (or other applicable units or interests) of its Capital Stock (“Rights”). There are no shares (or other applicable units or interests) of any Capital Stock of the Company or any of the Transferred Subsidiaries reserved for issuance. There are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar Contracts of the Company or any of the Transferred Subsidiaries. The Seller owns, beneficially and of record, 300,000 shares of common stock, par value $10.00 per share, of the Company, which constitute all of the issued and outstanding Shares, and the Company directly owns, beneficially and of record, all of the issued and outstanding shares (or other applicable units or interests) of Capital Stock representing the ownership interests set forth on Section 3.03(a) of the Seller Disclosure Letter in each of the Transferred Subsidiaries (other than DelAm and GBN, LLC), in each case, free and clear of all Liens, other than (A) any restrictions on transfer generally imposed on equity securities under applicable securities Law and (B) prior to the Closing, the FRBNY Liens. Upon consummation of the transactions contemplated by this Agreement, including the execution and delivery of the documents to be delivered at the Closing, the Acquiror, at the Closing, shall be vested with good and marketable title in and to the Shares, free and clear of all Liens, including the FRBNY Liens, other than any restrictions on transfer generally imposed on equity securities under applicable securities Law. Upon the delivery of the Shares as provided in this Agreement, the Company will continue to directly or indirectly own, beneficially and of record, and have good and marketable title in and to all of the issued and outstanding shares (or other applicable units or interests) of Capital Stock representing the ownership interests set forth on Section 3.03(a) of the Seller Disclosure Letter in each of the Transferred Subsidiaries (other than DelAm and GBN, LLC), free and clear of all Liens, including the FRBNY Liens, other than any restrictions on transfer generally imposed on equity securities under applicable securities Law. The Parent owns, beneficially and of record, 25,000 shares of capital stock, par value $100 per share, of DelAm, which constitutes all of the issued and outstanding DelAm Shares, free and clear of all Liens, other than (A) any restrictions on transfer generally imposed on equity securities under applicable securities Law and (B) prior to the Closing, the FRBNY Liens. Upon consummation of the transactions contemplated by this Agreement, including the execution and delivery of the documents to be delivered at the Closing, the Acquiror, at the Closing, shall be vested with good and marketable title in and to the DelAm Shares, free and clear of all Liens, including the FRBNY Liens, other than any restrictions on transfer generally imposed on equity securities under applicable securities Law. Upon the delivery of the DelAm Shares as provided in this Agreement, DelAm will continue to directly or indirectly own, beneficially and of record, and have good and marketable title in and to all of the issued and outstanding membership interest of GBN, LLC, free and clear of all Liens, including the FRBNY Liens, other than restrictions on

transfer generally imposed on equity securities under applicable securities Law. As of the Closing, GBN, LLC will be the sole Subsidiary of DelAm.

(b) Except for restrictions on transfer generally imposed on equity securities under applicable securities Law and, prior to the Closing, the FRBNY Liens, there are no voting trusts, stockholder agreements, proxies, preemptive rights, rights of first refusal, rights of first offer or other rights, restrictions or Contracts in effect with respect to the voting, transfer or dividend rights of the Shares or of the shares (or other applicable units or interests) of any Capital Stock of any Transferred Subsidiary. As of the Closing Date, neither the Company nor DelAm will have any Subsidiaries other than, in the case of the Company, the Transferred Subsidiaries (other than DelAm and GBN, LLC) and, in the case of DelAm, GBN, LLC, and will not be a party to or member of or hold any interest in joint ventures, other than the Joint Ventures and joint ventures that are identified as Investment Assets pursuant to Section 3.17. Except as set forth on Section 3.03(b) of the Seller Disclosure Letter, from June 30, 2009 to the date hereof, neither the Company nor DelAm has declared, set aside, made or paid any dividend or other distribution in respect of its Capital Stock.

(c) Except as set forth on Section 3.03(a) of the Seller Disclosure Letter, neither the Company nor any Transferred Subsidiary, directly or indirectly, owns or has the right to acquire, or the obligation to acquire, any interest or investment (whether debt or equity) in, or the obligation to make a capital contribution to or investment in, any Person, excluding in respect of Investment Assets.

(d) With respect to each Joint Venture, (i) neither the Company nor any Transferred Subsidiary is liable for any obligations or liabilities of any such Joint Venture, (ii) neither the Company nor any Transferred Subsidiary is obligated to make any loans or capital contributions to, or to undertake any guarantees or obligations with respect to, any such Joint Venture, and (iii) neither the Company nor any Transferred Subsidiary is subject to any material limitation on its right to compete or any material limitation on its right to otherwise conduct business by reason of any agreement related to any such Joint Venture.

Section 3.04. No Conflict. Provided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, the execution and delivery by the Seller or the applicable Affiliate of the Seller (as applicable) of the Transaction Agreements to which it is a party, the performance by the Seller or the applicable Affiliate of the Seller (as applicable) of its obligations under each of the Transaction Agreements to which it is a party and the consummation by the Seller or the applicable Affiliate of the Seller (as applicable) of the transactions contemplated by each of the Transaction Agreements to which the Seller or the applicable Affiliate of the Seller (as applicable) is a party, do not and will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Seller or the applicable Affiliate of the Seller (as applicable), the Company or any of the Transferred Subsidiaries, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Seller or the applicable Affiliate of the Seller (as applicable), the Company or any of the Transferred Subsidiaries or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a

default) under, require any consent under, or give to any Person any rights of termination, acceleration or cancellation of, or result in a loss of rights under, or result in the creation of any Lien (other than Permitted Liens) on any of the assets or properties of the Seller, the Company or any of the Transferred Subsidiaries pursuant to, any Contract to which the Seller, the Company or any of the Transferred Subsidiaries is a party or by which any of them or any of their respective properties, assets or businesses is bound or subject, except, in the case of clause (c) of this Section 3.04, for any such conflicts, violations, breaches, defaults, consents, terminations, accelerations, cancellations, losses of rights or creations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.05. Consents and Approvals.

(a) Except as may result from the identity or regulatory status of the Acquiror or its Affiliates, and except in connection, or in compliance, with (i) the notification and waiting period requirements of the HSR Act and (ii) the approvals, non-disapprovals, consents, licenses, permits, orders, qualifications, or authorizations of, or registration with or other actions by, or any filings with or notifications to, any Governmental Authority (each, a “Governmental Approval”) required by applicable Law that are set forth on Section 3.05(a) of the Seller Disclosure Letter, the execution and delivery by the Seller or the applicable Affiliate of the Seller (as applicable) of each of the Transaction Agreements to which it is a party do not, and the performance by the Seller or the applicable Affiliate of the Seller (as applicable) of its obligations under, and the consummation by the Seller or the applicable Affiliate of the Seller (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party, will not require any Governmental Approval to be obtained or made by the Seller or any such applicable Affiliate of Seller (as applicable), the Company or any of the Transferred Subsidiaries, including from the Office of Thrift Supervision.

(b) The Seller obtained all Governmental Approvals required by applicable Law to consummate the transactions contemplated by the SPV Purchase Agreement and delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of such Governmental Approvals.

Section 3.06. Financial Information; Absence of Undisclosed Liabilities.

(a) Section 3.06(a)(i) of the Seller Disclosure Letter sets forth (i) the unaudited consolidated balance sheet of the Company and the Transferred Subsidiaries (other than ALICO Services, Inc. (“AIA B Panama”), but including AIG Financial Assurance Japan K.K. (“AIG FAJ”)) as of November 30, 2009, (the “Annual Reference Balance Sheet”), (ii) the unaudited consolidated balance sheet of the Company and the Transferred Subsidiaries (other than DelAm, GBN, LLC, AIA B Panama and AIG Life International Limited (“Isle of Man”), but including AIG FAJ) as of May 31, 2009 (the “Reference Balance Sheet”), (iii) the unaudited consolidated income statement of the Company and the Transferred Subsidiaries (other than AIA B Panama, but including AIG FAJ) for the year ended November 30, 2009 (the “Annual Reference Income Statement”) and (iv) the unaudited consolidated income statement of the Company and the Transferred Subsidiaries (other than DelAm, GBN, LLC, AIA B Panama and Isle of Man, but including AIG FAJ) for the six month period ended May 31, 2009 (the

“Reference Income Statement”; the Annual Reference Balance Sheet and the Annual Reference Income Statement being collectively referred to herein as the “Alico SI Annual Unaudited Reporting Package”; the Reference Balance Sheet and the Reference Income Statement being collectively referred to herein as the “Alico SI Semi-Annual Unaudited Reporting Package”; and each of the Alico SI Annual Unaudited Reporting Package and the Alico SI Semi-Annual Unaudited Reporting Package is being referred to herein as an “Alico SI Unaudited Reporting Package” and, collectively, as the “Alico SI Unaudited Reporting Packages”). Section 3.06(a)(ii) of the Seller Disclosure Letter sets forth the unaudited balance sheet and income statement of AIG FAJ as of and for the six month period ended May 31, 2009, and the unaudited balance sheet and income statement of AIG FAJ as of and for the annual period ended November 30, 2009 (the “AIG FAJ SI Unaudited Reporting Package”), which information is included and consolidated into, and forms a part of, the Alico SI Annual Unaudited Reporting Package. Section 3.06(a)(iii) of the Seller Disclosure Letter sets forth the unaudited consolidated balance sheet and income statement of AIA B Panama as of and for the year ended November 30, 2009 (the “AIA B Panama SI Unaudited Reporting Package”). Section 3.06(a)(iv) of the Seller Disclosure Letter sets forth the unaudited balance sheet and income statement of Isle of Man as of and for the six month period ended May 31, 2009, and the unaudited balance sheet and income statement of Isle of Man as of and for the annual period ended November 30, 2009 (the “Isle of Man SI Unaudited Reporting Package”). Section 3.06(a)(v) of the Seller Disclosure Letter sets forth (1) the unaudited consolidated balance sheet of DelAm and its subsidiaries (other than Xxx Xxxx Life Insurance Company Ltd. (“Xxx Xxxx”)) as of December 31, 2009, (2) the unaudited consolidated balance sheet of DelAm and its subsidiaries (other than Xxx Xxxx) as of June 30, 2009, (3) the unaudited consolidated income statement of DelAm and its subsidiaries (other than Xxx Xxxx) for the annual period ended December 31, 2009 and (4) the unaudited consolidated income statement of DelAm and its subsidiaries (other than Xxx Xxxx) for the six month period ended June 30, 2009, the balance sheets and income statements referred to in the preceding clauses (1) through (4) being collectively referred to herein as the “DelAm SI Unaudited Reporting Package” and, together with the Alico SI Unaudited Reporting Packages, the AIG FAJ SI Unaudited Reporting Package, the AIA B Panama SI Unaudited Reporting Package and the Isle of Man SI Unaudited Reporting Package, the “SI Unaudited Reporting Packages”). Except for AIG FAJ, no entity (or any financial information of any entity) other than the Company and the Transferred Subsidiaries (in the case of the Alico SI Annual Unaudited Reporting Package, excluding AIA B Panama, and in the case of the Alico SI Semi-Annual Unaudited Reporting Package, excluding DelAm, GBN, LLC, AIA B Panama and Isle of Man) is included in any Alico SI Unaudited Reporting Package. No entity (or financial information of any entity) to be acquired by the Acquiror pursuant to the transactions contemplated by this Agreement is included in the AIG FAJ SI Unaudited Reporting Package. No entity (or financial information of any entity) not to be acquired by the Acquiror pursuant to the transactions contemplated by this Agreement is included in the DelAm SI Unaudited Reporting Package, the AIA B Panama SI Unaudited Reporting Package and/or the Isle of Man SI Unaudited Reporting Package. Each of the SI Unaudited Reporting Packages has been compiled from reporting packages submitted to the Parent other than as described on Sections 3.06(a)(i), (ii), (iii), (iv) and (v) of the Seller Disclosure Letter for purposes of inclusion in the financial statements of the Parent. The SI Unaudited Reporting Packages have been prepared in accordance with (i) accounting policies contained in the Parent’s most recent Accounting Policy & Procedure Guidance Manual, as interpreted and applied by the Parent, including related

reporting guidelines contained in the Parent’s SI Instructions, or (ii) US GAAP, in the absence of a specific policy in (i) (the “Parent Accounting Policies”) applied on a consistent basis (except as set forth on Section 3.06(a)(vi) of the Seller Disclosure Letter) and present fairly and accurately, in all material respects (measured in accordance with the level of materiality for the Alico SI Unaudited Reporting Packages), as of their respective dates and for the respective periods covered thereby (A) in the case of the Alico SI Annual Unaudited Reporting Package, the consolidated financial condition and the consolidated results of operations of the Company and the Transferred Subsidiaries, (other than AIA B Panama, but including AIG FAJ); (B) in the case of the Alico SI Semi-Annual Unaudited Reporting Package, the consolidated financial condition and the consolidated results of operations of the Company and the Transferred Subsidiaries (other than DelAm, GBN, LLC, AIA B Panama and Isle of Man, but including AIG FAJ); (C) in the case of the AIG FAJ SI Unaudited Reporting Package, the financial condition and results of operations of AIG FAJ, (D) in the case of the AIA B Panama SI Unaudited Reporting Package, the financial condition and results of operations of AIA B Panama, (E) in the case of the Isle of Man SI Unaudited Reporting Package, the financial condition and results of operations of Isle of Man, and (F) in the case of the DelAm SI Unaudited Reporting Package, the consolidated financial condition and the consolidated results of operations of DelAm and its subsidiaries (other than Xxx Xxxx); except (x) that the SI Unaudited Reporting Packages do not contain footnotes, (F) that the SI Unaudited Reporting Packages do not contain any statement of cash flows and (G) as set forth on Section 3.06(a)(vi) of the Seller Disclosure Letter. The Parent Accounting Policies are in conformity with GAAP, except as set forth on Section 3.06(a)(vi) of the Seller Disclosure Letter.

(b) The unaudited Required Information to be delivered by the Seller to the Acquiror pursuant to Section 6.16(h) (with the exception of Section 6.16(h)(ii) and (iv)), will have (i) been prepared from the books and records of the Company and the Transferred Subsidiaries, (ii) been prepared in accordance with GAAP and Regulation S-X (17 CFR Part 210) applied on a consistent basis, where appropriate, with its application in connection with the preparation of the unaudited consolidated financial statements of the Parent and its Subsidiaries as of and for the same date or periods (except as set forth on Section 3.06(a)(vi) of the Seller Disclosure Letter), and (iii) presented fairly and accurately, in all material respects, the combined and consolidated financial position, the combined and consolidated results of operations, the combined and consolidated cash flows, and the combined and consolidated changes in stockholders’ equity of the Company and the Transferred Subsidiaries as of their respective dates and for the respective quarterly and year-to-date periods covered thereby, except (A) that any such unaudited financial statements will not contain footnotes except as otherwise required by GAAP and (B) as set forth on Section 3.06(a)(vi) of the Seller Disclosure Letter.

(c) The audited Required Information to be delivered by the Seller to the Acquiror pursuant to Section 6.16(h), will have (i) been prepared from the books and records of the Company and the Transferred Subsidiaries, (ii) been prepared in accordance with GAAP and Regulation S-X (17 CFR Part 210) applied on a consistent basis, where appropriate, with its application in connection with the preparation of the audited consolidated financial statements of the Parent and its Subsidiaries of as of and for the same date or periods (except as set forth on Section 3.06(a)(vi) of the Seller Disclosure Letter), and (iii) presented fairly and accurately, in all material respects, the combined and consolidated financial position, the combined and consolidated results of operations, the combined and consolidated cash flows and the combined

and consolidated changes in stockholders’ equity of the Company and the Transferred Subsidiaries as of their respective dates and for the respective periods covered thereby, except as set forth in Section 3.06(a)(vi) of the Seller Disclosure Letter. When provided, any subsequently prepared audited financial statements that are delivered as Required Information will be accompanied by the related opinion of PricewaterhouseCoopers LLP, the independent accountant of the Parent (the “Independent Auditor”).

(d) True, correct and complete copies of the following statutory financial statements have been made available to the Acquiror, prior to the date hereof, in each case together with any exhibits, schedules and notes thereto (collectively, the “Statutory Statements”): (i) the annual financial statements (or the equivalent document in the applicable jurisdiction) of the Company or each Transferred Subsidiary that is an insurance company (including with respect to the separate accounts and branches of the Company and each such Transferred Subsidiary that prepare such annual statements) (the Company and each such Transferred Subsidiary, an “Insurance Company”) for the two latest available annual period fiscal filings with any Domiciliary Regulator of such Insurance Company, in each case as required to be filed with such Domiciliary Regulator and (ii) the financial statements of each Insurance Company for the most recently ended quarterly or semi-annual period (including with respect to the separate accounts and branches of any Insurance Company that prepare such quarterly or semi-annual statements), as the case may be, in respect of which such filing is required to be made, in each case, to the extent such statement is required to be filed with the Domiciliary Regulator. Section 3.06(d) of the Seller Disclosure Letter sets forth the statutory carrying value of AIG FAJ as of August 31, 2009 and November 30, 2008, which are included in the applicable Statutory Statements of the Company (the “AIG FAJ SAP Information”). Each of the Statutory Statements (except as expressly set forth in such Statutory Statements) and the AIG FAJ SAP Information (A) were prepared from the books and records of the applicable Insurance Company, (B) were filed with or submitted to the applicable Domiciliary Regulator of such Insurance Company on forms prescribed or permitted by such Domiciliary Regulator and (C) were prepared, in all material respects, to the extent applicable, in accordance with SAP (where required) applied on a consistent basis during the periods involved, and present fairly and accurately, in all material respects, the statutory financial position and results of operations of such Insurance Company as of their respective dates or for the respective periods covered thereby, except as set forth on Section 3.06(a)(vi) of the Seller Disclosure Letter. No material deficiency has been asserted in writing with respect to any of the Statutory Statements by any Domiciliary Regulator since January 1, 2007. For the avoidance of doubt, this Section 3.06(d) shall not apply with respect to Tax Returns.

(e) Except (i) as reserved against or reflected in the Alico SI Annual Unaudited Reporting Package or the AIA B Panama SI Unaudited Reporting Package, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since November 30, 2009, and (iii) as set forth on Section 3.06(e) of the Seller Disclosure Letter, there is no liability or obligation, or series of related liabilities or obligations, exceeding $1,000,000, of the Company or any Transferred Subsidiary, of the type required to be set forth on a balance sheet prepared in accordance with the Parent Accounting Policies.

(f) The Company and the Transferred Subsidiaries have devised and maintain systems of internal accounting controls with respect to their respective businesses sufficient to

provide reasonable assurances to the Parent that: (i) all transactions are executed in accordance with management’s general or specific authorization; (ii) all transactions are recorded as necessary to permit the preparation by the Parent of financial statements in conformity with GAAP (and Delaware SAP, if applicable) and maintain proper accountability for items; (iii) access to their respective properties and assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses in the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) of the Company or any of the Transferred Subsidiaries which would reasonably be expected to adversely affect in any material respect the ability of the Company and any of the Transferred Subsidiaries in the aggregate to record, process, summarize and report financial data and there is no, and there has not been any instances of, fraud that involves or involved management or other employees who have or had a significant role in such internal controls. Since January 1, 2007, neither the Parent, nor the Company nor any of the Transferred Subsidiaries has received, and the Seller does not otherwise have Knowledge of, any material complaint, allegation, assertion or claim, regarding the Company’s or any of the Transferred Subsidiaries’ accounting or auditing practices, procedures, methodologies or methods, including any material complaint, allegation, assertion or claim that the Company or any of the Transferred Subsidiaries has engaged in questionable accounting or auditing practices.

(g) All costs and expenses exceeding $5,000,000 in the aggregate per quarterly reporting period that were incurred by the Parent and its Affiliates (other than the Company and the Transferred Subsidiaries) during the periods presented in the SI Unaudited Reporting Packages in directly providing services to the Company and the Transferred Subsidiaries were allocated to the Company and the Transferred Subsidiaries; provided, for the avoidance of doubt, such costs and expenses shall not include payments by the Parent or its Affiliates (other than the Company and the Transferred Subsidiaries) of amounts due from the Company and the Transferred Subsidiaries on behalf of the Company or any Transferred Subsidiary subject to subsequent reimbursement from the Company and the Transferred Subsidiaries.

Section 3.07. Absence of Certain Changes.

(a) Except for the matters expressly permitted by this Agreement and except as described on Section 3.07(a) of the Seller Disclosure Letter, since November 30, 2009, (i) the Company and the Transferred Subsidiaries have conducted the Business only in the Ordinary Course of Business and (ii) there has not been any fact, circumstance, event, change, violation, development, effect, condition or occurrence that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect.

(b) Except (i) as expressly permitted by this Agreement, (ii) as set forth on Section 3.07(b) of the Seller Disclosure Letter or (iii) as required by applicable Law, during the period from November 30, 2009 to the date hereof, the Company and the Transferred Subsidiaries have not taken any action that would have resulted in a breach of any of the covenants set forth in Section 6.01(z)(i) through (xxv) if the Company and the Transferred Subsidiaries had been subject to such covenants from November 30, 2009 to the date hereof.

(c) During the period from the date the Seller was organized through the date hereof, the Seller has not taken or failed to take (as applicable) any action that would have resulted in a breach of any of the covenants and agreements set forth in Section 6.24(a)(i) through (iv) if the Seller had been subject to such covenants and agreements on and after the date the Seller was organized.

Section 3.08. Absence of Litigation. Except as set forth on Section 3.08 of the Seller Disclosure Letter, there are no Actions pending or, to the Knowledge of the Seller, threatened in writing against, relating to or affecting any of the Seller, the Company or any of the Transferred Subsidiaries or any of their respective assets (including Investment Assets), properties or businesses, which would reasonably be expected to (a) result in (i) Losses to the Company or any Transferred Subsidiary in excess of $1,000,000 per Action or (ii) any permanent injunction or other form of equitable relief which would have an adverse effect in any material respect on any business operations of the Company and its Transferred Subsidiaries, taken as a whole, or (b) otherwise adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets (including Investment Assets), properties or business, taken as a whole, in any material respect, other than, in each case, Actions involving claims under or in connection with Insurance Contracts in the Ordinary Course of Business.

Section 3.09. Compliance with Laws. (a) Except as set forth on Section 3.09 of the Seller Disclosure Letter, none of the Seller, the Company or the Transferred Subsidiaries is, or has been, since January 1, 2007, in violation of (i) its certificate of incorporation and by-laws (or comparable organizational documents), if any, (ii) any Laws or Governmental Orders applicable to it or its assets, properties or businesses, or (iii) its Material Permits or Insurance Permits, except, in the case of clauses (ii) and (iii) for violations that, individually or in the aggregate, would not reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or businesses, taken as a whole, in any material respect. Since January 1, 2007, none of the Seller, the Company or any of the Transferred Subsidiaries has received any written notice from any Governmental Authority that alleges any material noncompliance (or that the Seller, the Company or any Transferred Subsidiary is under any investigation by such Governmental Authority for any such alleged noncompliance) with any Governmental Order, Material Permit, Insurance Permit or material Law applicable to the Seller, the Company, any Transferred Subsidiary or any of their respective properties, assets or businesses. None of the Seller, the Company or any of the Transferred Subsidiaries is a party to, and none of the Seller, the Company, any of the Transferred Subsidiaries or any of their respective assets, properties or businesses is bound by, any Governmental Order that individually or in the aggregate, would reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or businesses, taken as a whole, in any material respect. The transactions contemplated by the SPV Purchase Agreement have been consummated in accordance, in all material respects, with all applicable Law, Governmental Orders, Material Permits and Insurance Permits. The Company satisfies the requirements of Sections 1104, 1313(b)(2), 1321, and 5809(d) of the Delaware Insurance Code and Section 904 of the Delaware Administrative Code (the “Company Exemption Statutes”). The Seller has no reason to believe that the Company will not continue to satisfy the requirements of the Company Exemption Statutes immediately following the Closing.

(b) As of their respective dates, or if amended, as of the date of the most recent amendment, each prospectus and other offering document (and each document referred to in, or attached to, any such prospectus or offering document) relating to life insurance or any other products offered or sold by the Company or any of the Transferred Subsidiaries or relating to any underlying fund or index to which any benefit provided by any such product is linked were prepared in accordance and complied in all material respects with the requirements of applicable securities Law. There are no amendments or modifications to such prospectuses or offering documents (or any such document referred to in, or attached to, such prospectus or offering document) which are required under applicable Law to be filed with any Governmental Authority charged with the enforcement of any such securities Law, but have not yet been filed with such Governmental Authority. Each investment or asset manager providing investment or asset management services to each such underlying fund or index which is an Affiliate of the Parent possesses all Permits required in order to provide such investment or asset management services.

Section 3.10. Governmental Permits.

(a) The Company and the Transferred Subsidiaries hold all material Permits necessary to conduct the Business and to own or use their respective assets and properties (collectively, the “Material Permits”).

(b) All Material Permits are valid and in full force and effect. Except as set forth on Section 3.10(b) of the Seller Disclosure Letter, neither the Company nor any of the Transferred Subsidiaries is the subject of any Action pending, or to the Knowledge of the Seller, threatened in writing, for or contemplating the revocation, suspension, termination, modification, limitation, cancellation, nonrenewal or impairment of any Material Permit, and the Seller has no Knowledge of any existing fact or circumstance that, individually or in the aggregate (with or without the giving of notice or lapse of time, or both), would be reasonably likely to result in the revocation, suspension, termination, modification, limitation, cancellation, nonrenewal or impairment of any Material Permit. Provided that all consents described in Section 3.05(a) have been obtained, no Material Permit shall be suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired or become suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired, in whole or in part, as a result of the execution and delivery by the Seller or the applicable Affiliate of the Seller (as applicable) of, or the consummation of the transactions contemplated by, the Transaction Agreements to which it is a party.

(c) Except for (1) statutory or regulatory restrictions of general application applicable to Persons engaged in the same lines of business as the Company or any Transferred Subsidiary generally, and (2) restrictions imposed by certain regulators as a result of the financial events concerning the Parent as announced by the Parent on September 16, 2008 set forth on Section 3.10(c) of the Seller Disclosure Letter, there is no Governmental Order that would be binding on the Company or any of the Transferred Subsidiaries following the Closing that prohibits or restricts the payment of shareholder dividends or other shareholder distributions by the Company or any of the Transferred Subsidiaries. Except for statutory or regulatory restrictions of general application applicable to Persons engaged in the same lines of business as the Company or any Transferred Subsidiary generally or as set forth on Section 3.10(c) of the

Seller Disclosure Letter, neither the Company nor any of the Transferred Subsidiaries is subject to any special understanding or arrangement with any Governmental Authority pursuant to which the Company or any Transferred Subsidiary is granted relief from compliance with any material Law or is subject to any material restriction or limitation on its business or operations.

(d) Without limiting the generality of the foregoing, (i) the Company and the Transferred Subsidiaries (A) since January 1, 2007, have conducted and are conducting the Business in compliance in all material respects with all requirements of applicable Law regulating the business and products of insurance and reinsurance (“Insurance Law”) and (B) since January 1, 2007 have conducted and are conducting all of their respective insurance and reinsurance operations through the Insurance Companies, (ii) the Insurance Companies since January 1, 2007 have held and hold all Permits, where applicable, necessary to write the types of insurance and other products of the Business and otherwise as necessary for the conduct of their respective insurance and reinsurance businesses in each of the jurisdictions where the Insurance Companies conduct or operate such businesses in the manner now conducted (the “Insurance Permits”), (iii) all of the Insurance Permits are valid and in full force and effect, (iv) no Insurance Company is the subject of any pending or, to the Knowledge of the Seller, threatened in writing Action for or contemplating the suspension, termination, modification, limitation, cancellation, revocation, nonrenewal or impairment of its Insurance Permits, and the Seller has no Knowledge of any existing fact or circumstance that, individually or in the aggregate would be reasonably likely to result in the suspension, termination, modification, limitation, cancellation, revocation, nonrenewal or impairment of such Insurance Permits, and (v) provided that all consents described in Section 3.05(a) have been obtained, no Insurance Permit of any of the Insurance Companies shall be suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired or become suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired, in whole or in part, as a result of the execution and delivery by the Seller or the applicable Affiliate of the Seller (as applicable) of, or the consummation of the transactions contemplated by, the Transaction Agreements. Since January 1, 2007, none of the Insurance Companies has transacted insurance or reinsurance business in any jurisdiction requiring it to have an Insurance Permit to transact such business in which it did not possess such Insurance Permit. Section 3.10(d) of the Seller Disclosure Letter sets forth a true, correct and complete list of the Insurance Permits. The Seller has made available to the Acquiror, prior to the date hereof, true, correct, and complete copies of the Insurance Permits.

Section 3.11. Intellectual Property and Information Technology.

(a) Section 3.11(a) of the Seller Disclosure Letter sets forth, as of the date hereof, a complete list of (i) all Registered Intellectual Property, (ii) the jurisdiction in which such Registered Intellectual Property has been registered or filed and the applicable registration or application number, and (iii) any other Person that has an ownership interest in such Registered Intellectual Property.

(b) The Owned Intellectual Property and the Licensed Intellectual Property constitute all of the Intellectual Property that is used in the conduct of the Business as currently conducted. The Company and/or a Transferred Subsidiary owns the Owned Intellectual Property and has sufficient right to use the Owned Intellectual Property and the Licensed Intellectual Property, free and clear of any Liens (other than Permitted Liens), that is used in the conduct of

the Business as currently conducted. To the Knowledge of the Seller, neither the Company nor any Transferred Subsidiary is in material breach of any agreement for the provision or use of the Licensed Intellectual Property that is used in the conduct of the Business.

(c) Since January 1, 2007 (or with respect to the Seller, its date of organization, or with respect to any Transferred Subsidiary that was incorporated or organized subsequent to January 1, 2007, its respective date of incorporation or organization), the Company and each Transferred Subsidiary has had a policy, and has materially complied with that policy, to require each employee to maintain the confidentiality of any confidential information of the Company and each Transferred Subsidiary that has been provided to such employee.

(d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, since January 1, 2007: (i) there is no litigation pending or, to the Knowledge of the Seller, threatened in writing against the Seller, the Parent or any of their respective Affiliates, (ii) to the Knowledge of the Seller, there is no litigation pending or threatened in writing against the customers of the Business (with respect to such customers, as relates to the products or services provided by the Business) and (iii) to the Knowledge of the Seller, none of the Seller, the Parent or any of their respective Affiliates has received unresolved written communication, in each case of (i), (ii) and (iii) (A) alleging that the conduct of the Business or the products and services offered by the Business infringe, dilute, misappropriate or otherwise violate a third party’s Intellectual Property rights or (B) challenging the ownership, use, validity, enforceability or registrability of any Owned Intellectual Property.

(e) Except as set forth on Section 3.11(e) of the Seller Disclosure Letter, neither the Company nor any Transferred Subsidiary has brought, or to the Knowledge of the Seller, threatened a claim against a third party and neither the Company nor any Transferred Subsidiary has sent, since January 1, 2007, any unresolved written communications alleging that any Person is materially infringing upon, diluting, misappropriating or otherwise violating any Owned Intellectual Property.

(f) The Company and the Transferred Subsidiaries have established and maintain commercially reasonable data and information security programs and privacy policies and the Company and the Transferred Subsidiaries are in material compliance with such programs and policies. Except as set forth on Section 3.11(f) of the Seller Disclosure Letter, since January 1, 2007, neither the Company nor any Transferred Subsidiary, nor, to the Knowledge of the Seller, any service provider to the Company or any of the Transferred Subsidiaries (i) has suffered a material security breach with respect to the data or information systems used in the conduct of the Business which breach had an effect on the operation of the Business or (ii) has notified or has been required under applicable Law to notify (A) any employee of the Company or any Transferred Subsidiary, customer of the Business or any other Person in connection with the Business of any information security breach involving such employee’s, customer’s or other Person’s personal information (including private, health, medical and financial information) or (B) any Governmental Authority in relation to any of the foregoing.

(g) The Company and the Transferred Subsidiaries have taken all reasonable steps to maintain the confidentiality of proprietary information that the Company or any of the Transferred Subsidiaries holds, or purports to hold, as a Trade Secret.

(h) The Company and each Transferred Subsidiary uses anti-virus software in accordance with commercially reasonable standards.

(i) All material hardware currently being used by the Company and the Transferred Subsidiaries is, in all material respects, in such reasonable and useable operating condition as is necessary (i) to conduct the Business as currently conducted and (ii) for a technician or programmer of reasonable skill to be able to provide routine support and maintenance, including but not limited to replacement and upgrades, as the case may be.

(j) With respect to Intellectual Property that is software, (i) such Owned Intellectual Property that is software does not contain any viruses, malware, time-bombs, key-locks or any other devices designed to, without the knowledge and authorization of the Company or a Transferred Subsidiary, disrupt, disable, harm or interfere with the operation of such Owned Intellectual Property or the integrity of the data or information produced by such Owned Intellectual Property and (ii) to the Knowledge of the Seller, such Licensed Intellectual Property does not contain any viruses, malware, time-bombs, key-locks or any other devices designed to, without the knowledge and authorization of the Company or a Transferred Subsidiary, disrupt, disable, harm or interfere with the operation of such Licensed Intellectual Property or the integrity of the data or information produced by such Licensed Intellectual Property.

(k) Provided that all Third Party Consents are obtained, neither the execution, delivery or performance of this Agreement or any of the Ancillary Agreements nor the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements will, with or without the giving of notice or lapse of time, or both, result in, or give any other Person the right or option to cause or declare, (i) a loss of, or encumbrance on, any Owned Intellectual Property used in the conduct of the Business as currently conducted, (ii) a material breach of any material license agreement to which the Company or a Transferred Subsidiary is a party, (iii) the release, disclosure or delivery of any Owned Intellectual Property to any escrow agent or other Person or (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Owned Intellectual Property.

(l) All separation actions set forth on Section 3.11(l) of the Seller Disclosure Letter have been fully completed by or on behalf of the Seller, the Parent or their respective Affiliates (including the Company and the Transferred Subsidiaries).

Section 3.12. Material Contracts.

(a) Section 3.12(a) of the Seller Disclosure Letter contains a true, correct and complete list of each of the Material Contracts as in effect as of the date hereof. Each Material Contract is in full force and effect and is a valid and binding obligation of the Company or the Transferred Subsidiary (as applicable) that is party thereto and, to the Knowledge of the Seller, each other party to such Material Contract. Each such Material Contract is enforceable against the Company or the Transferred Subsidiary (as applicable) that is party thereto and, to the

Knowledge of the Seller, each other party to such Material Contract, in accordance with its terms (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)). None of the Company or the Transferred Subsidiaries or, to the Knowledge of the Seller, any other party to a Material Contract, is in material default or material breach of a Material Contract and there does not exist any event, condition or omission that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of the Company or any Transferred Subsidiary or, to the Knowledge of the Seller, any other party to the Material Contract. None of the Company or the Transferred Subsidiaries has received any written notice of any material default under any Material Contract.

(b) Except as set forth on Section 3.12(b) of the Seller Disclosure Letter, no Material Contract contains any provision providing that any such other party thereto may terminate, cancel or commute the same by reason of the transactions contemplated by the Transaction Agreements.

(c) The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of all Material Contracts.

Section 3.13. Employee Benefits; Employees.

(a) Section 3.13(a) (Part I) of the Seller Disclosure Letter contains an accurate and complete list of the material Benefit Plans maintained in countries with ten or more Employees and separately identifies the Company Benefit Plans. The Seller shall furnish to the Acquiror Section 3.13(a) (Part II) of the Seller Disclosure Letter not later than 30 Business Days following the date hereof, which schedule shall set forth an accurate and complete list of the material Benefit Plans (identifying those that are Company Benefit Plans) maintained in countries with less than ten Employees. As applicable, the Seller has delivered or made available to the Acquiror: (i) a copy of each material Benefit Plan, including all amendments thereto and all related trust documents; (ii) a copy of the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required by applicable Law; (iii) a copy of all material written Contracts relating to each Company Benefit Plan, the Parent Nonqualified Plans and the LTI Plan, including administrative service agreements and group insurance contracts, (iv) a copy of summary information in relation to the Company’s Annual Incentive Plan, including the methodology used to determine the total amount to be paid for 2009 performance and how individual payments related to individual targets (on a summary basis); (v) a copy of the annual reports (Form 5500 series or the equivalent for any Foreign Plan) for each Company Benefit Plan for the last three complete plan years and a copy of the top-hat filings for the Parent Nonqualified Plans; (vi) a copy of the most recent letter of determination from the IRS relating to the tax-qualified status of each Benefit Plan intended to be qualified under section 401(a) of the Code; (vii) a copy of any other written communications or documents relating to the Company Benefit Plans, the Parent Nonqualified Plans, Annual Incentive Plan or the LTI Plan that materially affect (or could reasonably be expected to materially affect) the

Company’s, any Transferred Subsidiary’s, the Acquiror’s or any of the Acquiror’s Affiliate’s current or future obligations or liabilities with respect to any Company Benefit Plan, the Parent Nonqualified Plans, Annual Incentive Plan or the LTI Plan; and (viii) a copy of all correspondence, requests, audits, interrogatories, filings, notices or similar communications received from any Governmental Authority, including the IRS, the Pension Benefit Guaranty Corporation, the United States Department of Labor or such corresponding non-U.S. Governmental Authority relating to matters that materially affect (or could reasonably be expected to materially affect) the Company’s, any Transferred Subsidiary’s, the Acquiror’s or any of the Acquiror’s Affiliate’s current or future obligations or liabilities with respect to any Employee or former employee of the Company or any Transferred Subsidiary (including their dependents, spouses or beneficiaries).

(b) Each of the Company Benefit Plans that is not a Foreign Plan (each, a “U.S. Benefit Plan”), the Parent Nonqualified Plans, Annual Incentive Plan and the LTI Plan complies in form and has been operated and administered in all material respects in accordance with its terms, applicable Law, including ERISA and the Code, and the terms of any applicable collective bargaining (or similar) agreements. The Parent’s Savings Plan is intended to be qualified within the meaning of section 401(a) of the Code and has received a favorable IRS determination letter with respect to such qualification and the Tax exempt status of its related trust, no such determination letter has been revoked and, to the Knowledge of the Seller, no event has occurred and no condition exists that could reasonably be expected to adversely affect such favorable determination. None of the Company Benefit Plans is intended to be qualified under section 401(a) of the Code. There is no current, pending or, to the Knowledge of the Seller, threatened Action or Audit against or involving any of the U.S. Benefit Plans or the assets of any of the U.S. Benefit Plans (other than routine benefit claims) with respect to which the Company or any Transferred Subsidiary could have any material liability.

(c) Section 3.13(c) of the Seller Disclosure Letter sets forth each Pension Plan that is subject to section 302 or Title IV of ERISA or section 412 of the Code and in which or to which the Company, any Transferred Subsidiary or any ERISA Affiliate participates or is required to contribute or with respect to which the Company or any Transferred Subsidiary has, or could reasonably be expected to have, any material liability. With respect to each Pension Plan that is subject to section 302 or Title IV of ERISA or section 412 of the Code, (i) there does not exist any accumulated funding deficiency (within the meaning of section 412 of the Code or section 302 of ERISA), whether or not waived; (ii) no reportable event (within the meaning of section 4043 of ERISA), other than an event for which the 30-day notice period has been waived, has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iii) all premiums to the PBGC have been timely paid in full; and (iv) neither the Company nor any of the Transferred Subsidiaries has, or could reasonably be expected to incur, any material liability (other than for premiums to the PBGC) under Title IV of ERISA. Neither the Company nor any ERISA Affiliate has ever maintained, been a participating employer, contributed to, or has had any obligation to contribute to, or has had any liability with respect to any multiemployer plan (as defined in section 3(37) or section 4001(a)(3) of ERISA or section 414(f) of the Code).

(d) None of the Company, any Transferred Subsidiary, any officer of the Company or any Transferred Subsidiary or any U.S. Benefit Plan that is subject to ERISA,

including any trust created thereunder and any trustee, administrator or other fiduciary thereof, has engaged in a prohibited transaction (as defined in section 406 of ERISA or section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company, or any Transferred Subsidiary or any officer of the Company or any Transferred Subsidiary to a material Tax or penalty on prohibited transactions imposed by section 4975 of the Code or to any material liability imposed under Title I of ERISA.

(e) All material contributions, premiums, Tax, expenses and benefit payments required to be made under or in connection with any U.S. Benefit Plan have been timely made when due or are appropriately accrued in accordance with GAAP. The transactions contemplated by this Agreement will not require that contribution be made to any Pension Plan pursuant to section 412(l) of the Code. Neither the Company nor any of the Transferred Subsidiaries has provided, or is required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to section 401(a)(29) of the Code.

(f) No U.S. Benefit Plan provides retiree life insurance, retiree health benefits or other retiree welfare benefits to any Employee or former employee of the Company or any Transferred Subsidiary (including any dependents, spouses, or beneficiaries) for any reason other than coverage or benefits (i) mandated by applicable Law or (ii) the full cost of which is borne by any such Employee or former employee of the Company or any Transferred Subsidiary (or dependents, spouses, or beneficiaries).

(g) Except as disclosed on Section 3.13(g) of the Seller Disclosure Letter, the Company and the Transferred Subsidiaries have no material unfunded liabilities with respect to any Pension Plan, nonqualified deferred compensation, supplemental or excess plans, or any post-retirement life, health or other welfare benefits.

(h) Except as required by applicable Law or as set forth on Section 3.13(h) of the Seller Disclosure Letter, (i) each Foreign Plan complies in form and has been operated and administered in all material respects in accordance with its terms and applicable Law (including the terms of any collective bargaining agreement, mandate, work rule or other similar agreement or order); (ii) if any Foreign Plan is intended to qualify for special Tax or similar treatment, such Foreign Plan meets all requirements to the extent necessary to obtain such treatment; (iii) neither the Company nor any Transferred Subsidiary maintains any Foreign Plan that is a defined benefit pension plan or that provides benefits pursuant to a formula that requires benefits to be funded based on actuarial principles; (iv) full payment has been made (including but not limited to contributions, premiums, Tax, expenses and benefits payments) or, if applicable, accrued in accordance with country-specific accounting practices, of all the amounts required to have been made by the Company or any Transferred Subsidiary under the terms of each Foreign Plan or applicable Law as contributions to such Foreign Plan, or with respect to such Foreign Plan; (v) the fair market value of the assets of each Foreign Plan that is a defined benefit plan exceeds the accrued benefit obligations under such Foreign Plan or applicable Law; (vi) for any Foreign Plan providing defined benefits, the actuary’s report on the latest actuarial valuation accurately describes the financial position of that scheme at its valuation date and (vii) if any Foreign Plan in the United Kingdom is a contracted-out scheme within the meaning of the UK Xxxxxxx Xxxxxxx Xxx 0000, there is in force a contracting-out certificate covering such of the Company

and the Transferred Subsidiaries which employ members of that Foreign Plan and there is no reason why the certificate could reasonably be expected to be cancelled.

(i) Except as disclosed in Section 3.13(i) of the Seller Disclosure Letter and in relation only to Foreign Plans in the United Kingdom: (i) there has been no arrangement which might be construed as a compromise or a reduction of a statutory debt under section 75 or 75A of the Pensions Xxx 0000; (ii) no acts, omissions or other events have been reported to the UK Pensions Regulator under sections 69 or 70 of the Pensions Act 2004 and there is no fact or circumstances likely to give rise to such reports; (iii) no contribution notice or financial support direction under the Xxxxxxx Xxx 0000 has been issued to the Company or to any Transferred Subsidiary or to any other Person in respect of any Foreign Plan and there is no fact or circumstance likely to give rise to any such notice or direction; (iv) any Foreign Plan which is a money purchase scheme and apart from any insured death in service benefits provides money purchase benefits only as defined in section 181 of the Xxxxxxx Xxxxxxx Xxx 0000; (v) each Foreign Plan is a registered pension scheme for the purposes of Chapter 2 of Part 4 of the Finance Xxx 0000 and there is no reason why HM Revenue and Customs might de-register any Foreign Plan; (vi) no contributions from a European employer as defined for the purposes of Part 7 of the Pensions Act 2004 have been accepted by any Foreign Plan; and (vii) neither the Company nor any Transferred Subsidiary is or has (A) any debt that is or has become due with respect to a Foreign Plan under its terms or applicable Law (including under section 75 or 75A of the Pensions Act 1995 (as amended)) or (B) been a party to an act or deliberate failure to act (or knowingly assisted) to prevent the recovery of any amount of debt due under section 75 or 75A of the Pensions Xxx 0000 (as amended).

(j) Each of the Parent Nonqualified Plans has been operated and administered in all material respects in accordance with, and is in documentary compliance with, the requirements of sections 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code and related Treasury Regulations. As of the Closing Date, there are no funding arrangements relating to the Parent Nonqualified Plans.

(k) Except as disclosed on Section 3.13(k) of the Seller Disclosure Letter:

(i) there is not in existence, nor has there been within the 12 months prior to the date hereof, any pending or, to the Knowledge of the Seller, threatened (A) strike, slowdown, work stoppage, picketing, lockout or any other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining related to Employees; (B) labor-related organizational effort, election activity or request or demand for negotiations, recognition or representation related to Employees; or (C) grievance, dispute, arbitration, administrative hearing, unfair labor practice charge, other employment Action, union- or labor-related Action or other formal claim with respect to which the Company or any Transferred Subsidiary could have any material liability;

(ii) (A) neither the Company nor any of the Transferred Subsidiaries is, or within the preceding 12 months was, a party to or bound by any collective bargaining agreement, other agreement or understanding, work rules or practice or arbitration award with any labor union, works council, or any other similar organization;

(B) with respect to Employees based in the U.S., no Employees are currently represented by any labor union for purposes of collective bargaining and no activities the purpose of which is to achieve such representation of all or some of such Employees are, to the Knowledge of the Seller, threatened or ongoing or have resulted in any petition for a representation election filed with the National Labor Relations Board in the past three years; (C) with respect to Employees employed by the Company or any of the Transferred Subsidiaries outside the U.S., Section 3.13(k)(ii) of the Seller Disclosure Letter sets forth a complete and accurate list of all unions, work councils or other formal representative-type employee organizations, whether maintained pursuant to applicable Law or otherwise to which Employees belong and Seller has delivered or made available to the Acquiror, prior to the date hereof, complete and accurate copies of all collective bargaining agreements, charters, work rules, industry rules, arbitration awards or other Contracts which pertain to these Employees or organizations; and (D) the Company and the Transferred Subsidiaries are in compliance in all material respects with the terms and conditions of, and there is no current, pending or, to the Knowledge of the Seller, threatened, Action or Audit against the Company or any Transferred Subsidiary for actual violation of, any collective bargaining and other union agreements, obligations with respect to work councils, work rules, arbitration awards, and mandates;

(iii) each of the Company and each Transferred Subsidiary (A) is in compliance with applicable Law which relate to employment, classification of employees, agents and independent contractors (or similar classifications outside the U.S.), equal employment opportunity (including Laws prohibiting employment discrimination, harassment or retaliation), wages, hours, pay equity, leaves, workers’ compensation, disability, occupational health and safety, immigration, collective bargaining, secondment, contractors and temporary employees, other employment terms and conditions, and plant closings and layoffs (including, but not limited to, the Worker Adjustment and Retraining Notification Act, the Ireland Protection of Employees Exceptional Collective Redundancies and Related Matters Act of 2007, the Japan Labor Standards Law, the Transfer of Undertaking (Protection of Employees) Regulations (TUPE) or other European Community Acquired Rights Directive and any other comparable state, local or other Laws) and (B) is not and has not been (individually or collectively in any respect) liable for arrears of wages (including overtime), mandatory indemnity payments in non-U.S. jurisdictions, other compensation or benefits or any Taxes or penalties for failure to comply with any of the foregoing;

(iv) in accordance with applicable Law, (A) neither the Company nor any Transferred Subsidiary has any material liability or obligation, including any mandatory deductions or indemnity payments in non-U.S. jurisdictions or any material liability or obligation under or on account of a Benefit Plan, arising out of the hiring of Persons to provide services to the Company or any Transferred Subsidiary and treating or misclassifying such Persons as consultants, agents or independent contractors and not as employees of the Company or any Transferred Subsidiary, and (B) no current or former independent contractor of the Company or any Transferred Subsidiary could be deemed to be a misclassified employee, no independent contractor is eligible to participate in any Benefit Plan and neither the Company nor any Transferred Subsidiary has ever had any

temporary or leased employees that were not treated and accounted for in all respects as employees;

(v) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (or attainment of any necessary approvals) will (either alone or together with any other related event, including any termination of employment) entitle any Employee or, to the extent such entitlement is borne by the Company or any Transferred Subsidiary, former employee of the Company or any Transferred Subsidiary, to any compensation, severance, termination, change of control or other similar pay or benefits, or accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation pursuant to, any Benefit Plan, or trigger the forgiveness of indebtedness owed by any Employee (or former employee of the Company or any Transferred Subsidiary) to the Company or any of the Transferred Subsidiaries;

(vi) no amount or other entitlement under any Benefit Plan that could be received (whether in cash or property or the vesting of property) arising out of the consummation of the transactions contemplated by this Agreement (either alone or together with any other related event, including any termination of employment) by any Employee could be an “excess parachute payment” (as defined in section 280G(b)(1) of the Code) and no Person is entitled to receive any additional payment or benefit (including any tax gross-up or any other payment or benefit) from the Company or any other Person in the event that the excise tax required by section 4999(a) of the Code is imposed on such Person; and

(vii) there is no current, pending or, to the Knowledge of the Seller, threatened Action against or involving the Company or any of the Transferred Subsidiaries for failure to comply with applicable Laws that relate to employee privacy and employee data protection, including (A) the maintenance, use, sharing or processing of any personal data relating to an identified or identifiable natural person (including transmissions of personal data to non-European Union countries), and (B) any legal notice or consent requirements as required by applicable Laws, and neither the Company nor any Transferred Subsidiary is or has been (individually or collectively in any respect) liable for any penalties or sanctions imposed by a Governmental Authority for failure to comply with any of the foregoing.

(l) Except to the extent prohibited by applicable Law, the Seller has delivered to the Acquiror, prior to the date hereof a true, correct and complete list of: (i) each Employee and separately identifies those Employees on or under expatriate assignments or arrangements, and correctly sets forth, as applicable: (A) the Employee’s specific employing entity; (B) the Employee’s date of hire; (C) the Employee’s titles or positions; (D) the Employee’s base salary or base wages; (E) the Employee’s other compensation (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other compensation); (F) the Employee’s Compensation Restrictions, if applicable; (G) each such Employee’s notice period; and (H) the Employee’s main work location (with information necessary to protect the identity of the Employee with respect to which such information is

provided, redacted). The Seller shall furnish to the Acquiror not later than 30 Business Days following the date hereof, a schedule which shall set forth, with respect to each expatriate, the date on which the assignment began and is expected to end as provided by the terms of the applicable agreement, if any such date.

(m) Except as disclosed in Section 3.13(m) of the Seller Disclosure Letter, with respect to Employees with a current or proposed base compensation rate of $150,000 (or the equivalent in any other applicable currency) or more, (i) no notice to terminate the employment Contract of such Employee is pending, outstanding or threatened, (ii) no offer of employment or other engagement has been made by the Company or any Transferred Subsidiary which has not yet been accepted or has been accepted but the employment or engagement has not yet started, and (iii) every Employee who requires permission to work in any jurisdiction in which the Company or any Transferred Subsidiary is based has current and appropriate permission to both reside and work in such jurisdiction.

(n) All payroll, employment, unemployment, social security or other similar types of Taxes required to be paid, withheld, deposited or deducted by the Parent, any Affiliate of the Parent (either former or current), the Seller or any Affiliate of the Seller (either former or current) with respect to any current or former employee of the Company or any Transferred Subsidiary have, in all material respects, been withheld, deposited, deducted and paid to the appropriate Tax Authority within the time and manner required by applicable Law.

Section 3.14. Insurance Issued by Insurance Companies.

(a) Since January 1, 2007, and except for benefits relating to claims incurred but not yet reported and reported claims being processed by the Insurance Companies as of the date hereof, all benefits due and payable under the Insurance Contracts issued by any of the Insurance Companies have been paid in accordance, in all material respects, with the terms of the Insurance Contracts under which they arose, except for such benefits for which an Insurance Company has reasonably determined, in the Ordinary Course of Business, that there is or was a reasonable basis to contest payment.

(b) As and where required by applicable Insurance Law, all policy or other contract forms and rates used since January 1, 2007 by the Insurance Companies and all endorsements, applications and certificates pertaining thereto, have been and are in compliance in all material respects with all applicable Insurance Law, have been and are on forms that have been, in all material respects, filed and approved by the applicable Governmental Authorities or filed with, and not objected to by, such Governmental Authorities within the period provided by applicable Insurance Law for objection. To the extent required by applicable Insurance Law, all rates and rating plans established or used since January 1, 2007 by the Insurance Companies that have been or are in effect have been filed with, and/or approved by, applicable Governmental Authorities in all material respects, and the premiums charged have conformed and conform in all material respects to the premiums so filed and/or approved and are within (and were within at all relevant times) the amount permitted by any applicable Insurance Law. Since January 1, 2007, none of the Insurance Companies violated in any material respect its underwriting guidelines in effect from time to time in connection with its issuance of any Insurance Contracts

in any way that would adversely affect any Insurance Company’s rights under any Reinsurance Contract.

(c) Except as set forth on Section 3.14(c) of the Seller Disclosure Letter, there are no material accrued and unpaid or unreported liabilities or obligations with respect to claims or assessments made against any Insurance Company by any insurance guaranty associations or similar organizations in connection with such association’s or organization’s insurance guaranty fund or similar program.

Section 3.15. Reinsurance.

(a) Section 3.15(a) of the Seller Disclosure Letter sets forth a true, correct and complete list of all Reinsurance Contracts in effect as of the date hereof. The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of each Reinsurance Contract. Each Reinsurance Contract is in full force and effect and is a valid and binding obligation of the Insurance Company that is a party thereto and, to the Knowledge of the Seller, each other party to such Reinsurance Contract. Each Reinsurance Contract is enforceable against the Insurance Company that is a party thereto and, to the Knowledge of the Seller, each such other party, in accordance with its terms (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)). No Insurance Company that is a party to a Reinsurance Contract or, to the Knowledge of the Seller, any other party to such Reinsurance Contract is in material default or material breach of such Reinsurance Contract, and there does not exist any event, condition or omission that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of the Insurance Company or, to the Knowledge of the Seller, any other party to such Reinsurance Contract. None of the Company or the Transferred Subsidiaries has received any written notice of any material default under any Reinsurance Contract. Except as set forth on Section 3.15(a) of the Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that any such other party thereto may terminate, cancel, modify or commute the same by reason of the transactions contemplated by the Transaction Agreements.

(b) Since January 1, 2007, none of the Parent, the Seller, the Company, or any of the Transferred Subsidiaries has received any written notice from any other party to a Reinsurance Contract (i) that the financial condition of such other party to any Reinsurance Contract is impaired with the result that a default thereunder may reasonably be anticipated, or (ii) from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Companies will be uncollectible or otherwise defaulted upon. Except as set forth on Section 3.15(b) of the Seller Disclosure Letter or as reflected on Schedule S of the Statutory Statements for the quarterly period ended September 30, 2009, as of September 30, 2009, each of the Insurance Companies was able to obtain full reserve credit for financial statement purposes under applicable SAP with respect to the liabilities ceded under each of the Reinsurance Contracts to the extent SAP is applicable thereto. Since September 30, 2009, there has not been

any material change in the ability of the Insurance Companies to obtain, if so desired, full reserve credit for financial statement purposes under applicable SAP for such liabilities.

(c) With respect to all Reinsurance Contracts for which any Insurance Company is taking credit on its most recent Statutory Statements or has taken credit on any Statutory Statement from and after January 1, 2007 to the extent required by applicable Law and SAP, (i) there has been no separate Contract between any of the Insurance Companies and the assuming reinsurer that would under any circumstances limit, reduce, mitigate or otherwise affect in any material respect any actual or potential loss to the parties under any such Reinsurance Contract, other than insuring contracts that are explicitly defined in any such Reinsurance Contract, (ii) for each such Reinsurance Contract entered into, renewed or amended on or after January 1, 2007, for which risk transfer is not reasonably considered to be self-evident, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available for review by the Domiciliary Regulator for each of the Insurance Companies, including the proper accounting treatment required by SSAP No. 61 or similar risk transfer requirements applicable to the Company or any of the Transferred Subsidiaries, (iii) each of the Insurance Companies complies and has complied from and after January 1, 2007 with all of the requirements set forth in SSAP No. 61 or such other risk transfer requirements and (iv) each of the Insurance Companies has and has had from and after January 1, 2007 appropriate controls in place to monitor the use of reinsurance and adhere to the provisions of SSAP No. 61 or such other risk transfer requirements.

Section 3.16. Client Companies and Brokers; Sales Practices.

(a) The Seller has caused to be made available to the Acquiror, prior to the date hereof, a true, correct and complete list of each insurance company which is a Client Company and of each Client Company Contract in effect.

(b) Section 3.16(b) of the Seller Disclosure Letter sets forth a true, correct and complete list of each Broker Contract in effect on the date hereof. To the Knowledge of the Seller, (i) each Broker that places or sells products on behalf of the Company or any Transferred Subsidiary is, and at the time such Broker placed or sold products on behalf of the Company or any Transferred Subsidiary was, duly licensed in each jurisdiction in which such Broker is or was required by applicable Law to have a license to place or sell such products on behalf of the Company or any Transferred Subsidiary, and (ii) each such Broker that places or sells products on behalf of the Company or any Transferred Subsidiary is, and at the time such Broker placed or sold products on behalf of the Company or the Transferred Subsidiary was, duly authorized and appointed by the Company or the Transferred Subsidiary, as applicable, pursuant to applicable Law and to the extent required thereby to place or sell such products, except for failures of such Brokers to be licensed or so authorized and appointed which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All Broker Contracts are in compliance in all material respects with all applicable Law. To the Knowledge of the Seller, no Broker with which the Company or any Transferred Subsidiary has a Broker Contract is the subject of, or party to, any disciplinary Action under any applicable Law except as would not adversely affect the Company and the Transferred Subsidiaries, taken as a whole, in any material respect.

(c) Each Producer Contract is in full force and effect and is a valid and binding obligation of the Company or the Transferred Subsidiary that is a party thereto, and, to the Knowledge of the Seller, each other party to such Producer Contract and is enforceable against the Company or any Transferred Subsidiary that is a party thereto and, to the Knowledge of the Seller, each such other party, in accordance with its terms (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)). None of the Company or any Transferred Subsidiary or, to the Knowledge of the Seller, any other party to a Producer Contract is in material default or material breach of any Producer Contract, and there does not exist any event, condition or omission that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of the Company or any Transferred Subsidiary or, to the Knowledge of the Seller, any other party to any Producer Contract. None of the Company or the Transferred Subsidiaries has received any written notice of any material default under any Producer Contract. Except as set forth on Section 3.16(c) of the Seller Disclosure Letter, (i) there is no material dispute pending or, to the Knowledge of the Seller, threatened in writing against the Company or any Transferred Subsidiary by any Client Company or Broker, and (ii) no Producer Contracts contain any provision providing that any such other party thereto may terminate, cancel or commute the same by reason of the transactions contemplated by the Transaction Agreements. The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of all Producer Contracts.

(d) Except as set forth on Section 3.16(d) of the Seller Disclosure Letter, no Client Company, policyholder, affiliated group of policyholders, or Persons writing, selling or producing, either directly or through reinsurance assumed by the Company or any Transferred Subsidiary, insurance business that accounted for (i) 5% or more of the gross written premium (as determined in accordance with SAP) of the Insurance Companies, taken as a whole, for the 12-month period ended December 31, 2009 or (ii) 1% or more of the unearned premium reserves of the Insurance Companies, taken as a whole, at December 31, 2009, has terminated or, to the Knowledge of the Seller, has threatened to terminate its relationship with any Insurance Company, either as a result of the transactions contemplated by this Agreement or otherwise.

(e) Except as set forth on Section 3.16(e) of the Seller Disclosure Letter, (i) the Company and the Transferred Subsidiaries and, to the Knowledge of the Seller, the Company’s and the Transferred Subsidiaries’ Brokers, have marketed, sold and issued products of the Company and the Transferred Subsidiaries in compliance, in all material respects, with applicable Law in the respective jurisdiction in which such products have been sold, (ii) all advertising, promotional and sales materials and other marketing practices used by the Company and the Transferred Subsidiaries and, to the Knowledge of the Seller, any Brokers thereof, have complied and are in compliance in all material respects, in each case, with applicable Law and (iii) the manner in which the Company and the Transferred Subsidiaries compensate any Persons (including any account or disclosure made as required by applicable Law) involved in the sale or

servicing of products sold or issued by the Company and the Transferred Subsidiaries is in compliance in all material respects with all applicable Law.

(f) There are no material Actions pending or, to the Knowledge of the Seller, threatened in writing against the Company or any Transferred Subsidiary with respect to the writing, sale, production or marketing of products issued or sold by the Company or any Transferred Subsidiary.

(g) Except for the Producer Contracts, and except as set forth on Section 3.16(g) of the Seller Disclosure Letter, neither the Company nor any of the Transferred Subsidiaries has in effect on the date hereof any managing general agency contracts, third party administration contracts or other similar arrangements or commitments, or amendments, supplements or modifications thereto which call for the payment equal to or in excess of $1,500,000 in any 12-month period, under which any Person has authority to perform underwriting analysis and sell or issue insurance, reinsurance or other products on behalf of the Company or any Transferred Subsidiary or otherwise bind the Company or any Transferred Subsidiary without prior approval by the Company or the Transferred Subsidiary, as applicable, or pursuant to which any underwriting, claims settlement or distribution authority is delegated.

Section 3.17. Investment Assets.

(a) The Seller has provided to the Acquiror prior to the date hereof (i) a true, correct and complete list of all investment assets and cash owned beneficially or of record, including Loan Interests owned, by the Company and the Transferred Subsidiaries, excluding the Capital Stock of any of the Transferred Subsidiaries (collectively, the “Investment Assets”) as of November 30, 2009 and (ii) copies of the investment policies and guidelines of each Insurance Company in force as of the date hereof (the “Investment Guidelines”). Except as set forth on Section 3.17(a) of the Seller Disclosure Letter, to the Knowledge of the Seller, neither the Company nor any of the Transferred Subsidiaries (A) has received written notice that any of the Investment Assets owned by the Company or any of the Transferred Subsidiaries is, as of the date hereof, in default in any payment of principal, distributions, interest, dividends or any other material payment or performance obligation thereunder or (B) is aware of any breach of, or default under, any covenants of any of the Investment Assets owned by the Company or any of the Transferred Subsidiaries. Except as set forth on Section 3.17(a) of the Seller Disclosure Letter, as of the date hereof, all such Investment Assets of the Company and the Transferred Subsidiaries comply in all respects with the Investment Guidelines and in all respects with all applicable Law. Since November 30, 2009, the Company and the Transferred Subsidiaries have conducted transactions in their respective Investment Assets only as would not have resulted in a breach in any material respect of Section 6.01 had such section been in effect with respect to the period from November 30, 2009 to the date hereof. Each of the Company and the Transferred Subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens.

(b) Each secured Loan Interest owned by the Company or any Transferred Subsidiary is secured by a Lien, including a first priority mortgage, deed of trust, security deed, security agreement, as applicable, or other Lien or equivalent security instrument in the applicable jurisdiction and the Lien which secures such Loan Interest constitutes a perfected and

enforceable security interest under applicable Law. There are no Material Contracts pursuant to which any Person has the right or obligation, to service or take any other action for or on behalf of the Company or any Transferred Subsidiary with respect to any of the Investment Assets, except those identified on Section 3.17(b) of the Seller Disclosure Letter. Section 3.17(b) of the Seller Disclosure Letter sets forth a true, correct and complete description of the term of, and the fees and other amounts to be paid by the Company and any Transferred Subsidiary under, and the names of the contracting parties to, each of the Material Contracts identified on Section 3.17(b) of the Seller Disclosure Letter. The Company and/or the Transferred Subsidiaries, as applicable, have possession of the original or a copy of fully executed documents which establish, evidence and secure the material Investment Assets, all material Loan Interest Documents relating to material Investment Assets and all material Real Estate Venture Documents relating to material Investment Assets.

(c) Section 3.17(c) of the Seller Disclosure Letter sets forth a true, correct and complete list of (i) all Real Estate Ventures as to which the Company or any Transferred Subsidiary holds any ownership interest, (ii) the real estate interests and other material assets owned, directly or indirectly, by such Real Estate Ventures, and (iii) the percentage interest owned by the Company or the Transferred Subsidiary directly, or indirectly, in such Real Estate Ventures.

(d) Except as set forth on Section 3.17(d) of the Seller Disclosure Letter, neither the Company nor any Transferred Subsidiary has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement), in respect of any of the Investment Assets.

(e) Except as set forth on Section 3.17(e) of the Seller Disclosure Letter, there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets, to which the Acquiror, the Company or any Transferred Subsidiary may be subject upon the Closing.

(f) Except for Securities Lending Management, as set forth on the SI Unaudited Reporting Package, or as set forth on Section 3.17(f) of the Seller Disclosure Letter, there is no Indebtedness of the Company or any Transferred Subsidiary outstanding with respect to the Investment Assets. Section 3.17(f) of the Seller Disclosure Letter sets forth, as to all Indebtedness of the Company or any Transferred Subsidiary related to Investment Assets referenced therein, the outstanding principal balance, interest rate, maturity, extension rights, holders of the Indebtedness, borrowers and guarantors, including, without limitation, any guarantees, indemnities or credit enhancement made or issued by the Seller.

(g) Except as disclosed on Section 3.09 of the Seller Disclosure Letter, neither the Company nor any of the Transferred Subsidiaries has received written notice of, and the Seller has no Knowledge of, any violation of applicable Law (including Environmental Laws) in any material respect relating to the Investment Assets or any real property related thereto and/or secured thereby.

(h) The Seller has received all necessary approvals and consents from third party lenders and third party partners in Real Estate Ventures or investment funds in connection with the transactions contemplated by this Agreement, where the failure to obtain such approval and/or consent would constitute a default under the applicable Real Estate Venture Document, Loan Interest Document or Investment Assets, or would give a third party the right to terminate the Company’s or any of the Transferred Subsidiaries’ interest in such Real Estate Venture Document, Loan Interest Document or Investment Assets.

Section 3.18. Insurance.

(a) Section 3.18(a) of the Seller Disclosure Letter sets forth a true, correct and complete list and description of all material policies of insurance maintained by or on behalf of the Company or any of the Transferred Subsidiaries in effect on the date hereof with respect to the assets, properties or businesses of the Company and the Transferred Subsidiaries, showing the subject matter, the beneficiary and the amount of coverage for such party. Each such insurance policy is a valid and binding obligation of the parties thereto, enforceable against it and the other parties thereto in accordance with its terms (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)). Except as set forth on Section 3.18(a) of the Seller Disclosure Letter, each such insurance policy remains in full force and effect in accordance with its terms, including any required notification of change of ownership (with all premiums due and payable thereon having been paid in full on a timely basis). Except as set forth on Section 3.18(a) of the Seller Disclosure Letter, (i) none of the Company, any of the Transferred Subsidiaries or any of their respective Affiliates is in material default or material breach of any such policy, and there does not exist any event, condition or omission that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of the Company or any Transferred Subsidiary parties to such policy or, to the Knowledge of the Seller, any other party to such policy; and (ii) no party to the policy has repudiated, or given written notice to the Company, any Transferred Subsidiary or any of their respective Affiliates of an intent to repudiate, any material provision thereof. No written notice of cancellation, termination or revocation or other written notice that any such insurance policy is no longer in full force or effect in accordance with its terms as of the date hereof or that the issuer of any such insurance policy is not willing or able to perform its obligations thereunder in any material respect has been received by the Company, any of the Transferred Subsidiaries or any of their respective Affiliates. To the Knowledge of the Seller, there are no material claims under such insurance policies as to which the insurers have denied liability.

(b) Section 3.18(b) of the Seller Disclosure Letter sets forth a description of each material self-insured program of insurance maintained by the Seller or any Affiliate of the Seller on the date hereof for the benefit of the Company or any of the Transferred Subsidiaries or with respect to any of their respective assets, properties or businesses.

(c) Except as set forth on Section 3.18(c) of the Seller Disclosure Letter, as of the date hereof, there are no material outstanding claims made by the Company or any Transferred Subsidiary under any policies of insurance set forth on Section 3.18(a) of the Seller Disclosure Letter. The Seller shall provide immediately prior to the Closing an updated Section 3.18(c) of the Seller Disclosure Letter as of a date that is within three Business Days of the Closing Date.

Section 3.19. Real Property.

(a) Section 3.19(a) of the Seller Disclosure Letter sets forth a true, correct and complete list of all real property and interests in real property owned in fee (or the equivalent in the applicable jurisdiction) by the Company or any of the Transferred Subsidiaries, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Companies as of May 31, 2009 (each, an “Owned Real Property”). The Company or a Transferred Subsidiary (as the case may be) has good and marketable fee simple title (or the equivalent ownership interest in the applicable jurisdiction) to all Owned Real Property, free and clear of all Liens of any nature except for Permitted Liens. Except as set forth on Section 3.19(a) of the Seller Disclosure Letter, neither the Company nor any Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and there are no unrecorded outstanding options, rights of first offer or rights of first refusal or similar rights to purchase or lease such Owned Real Property or any portion thereof or interest therein. Each Owned Real Property is in good working order and repair, except for any defects which would not materially impair the use or occupancy of such Owned Real Property in the operation of the Business.

(b) Section 3.19(b) of the Seller Disclosure Letter sets forth a true, correct and complete list of all real property leased (or the equivalent in the applicable jurisdiction) by the Company or any Transferred Subsidiary, as lessee, individually representing a total leased area of 10,000 square feet or more (the “Real Property Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”). Each Real Property Lease is in full force and effect and is a valid and binding obligation of the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Seller, each other party to such Real Property Lease. Each such Real Property Lease is enforceable against the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Seller, each other party to such Real Property Lease, in accordance with its terms, and the Company or a Transferred Subsidiary (as the case may be) has a valid, binding and enforceable leasehold interest (or the equivalent interest in the applicable jurisdiction) under each of the Real Property Leases (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to the enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)). None of the Company or the Transferred Subsidiaries or, to the Knowledge of the Seller, any other party to a Real Property Lease, is in material default or

material breach of a Real Property Lease and, there does not exist any fact, circumstance, event, change, violation, development, effect, condition or occurrence that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of the Company or any Transferred Subsidiary or, to the Knowledge of the Seller, any other party to the Real Property Lease. As of the date hereof, none of the Company or the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease. No Real Property Lease contains any provision providing that any such other party thereto may terminate, cancel or commute the same or declare a material default under the same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Closing, the Seller has or will have delivered or made available to the Acquiror true, correct and complete copies of all Real Property Leases. All leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company or any Transferred Subsidiary with respect to such Real Property Leases have been paid in full. All rents and other sums due thereunder have been paid to date. All Leased Real Property is in good working order and repair in all respects material to its use or operation, except for any defects which would not materially impair the use or occupancy of such Leased Real Property. The Company or the Transferred Subsidiary, as the case may be, enjoys peaceful and undisturbed possession in all material respects of such Leased Real Property. None of the Company or any Transferred Subsidiary has subleased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof.

Section 3.20. Taxes.

(a) (i) All income, franchise and other Tax Returns that are material, and that are required to be filed by, or with respect to, the Company and each of the Transferred Subsidiaries have been timely filed with the appropriate Tax Authority (after giving effect to any actually obtained valid extensions of time within which to make such filings) in the manner prescribed by Law, (ii) all such Tax Returns are true, correct and complete in all material respects, (iii) all material amounts required to be shown as due on such Tax Returns, or material amounts of Taxes otherwise due from, or with respect to, the Company, the Transferred Subsidiaries or the business or assets of the Company and each Transferred Subsidiary, have been fully and timely paid in the manner prescribed by Law, and (iv) with respect to any taxable period for which such Tax Returns have not yet been filed and for which Taxes are not yet due and owing, the Company and each of the Transferred Subsidiaries have made adequate and sufficient accruals for Taxes on the most recent financial statements of the Company and each Transferred Subsidiary in accordance with all generally accepted accounting principles which are applicable to the Company and each of the Transferred Subsidiaries. No Person has waived or extended in writing any period of limitations in respect of material amounts of Taxes or any material Tax Returns of the Company or any Transferred Subsidiary which waiver is currently in effect, and there are no written requests or demands to extend or waive any such period of limitation. There are no Liens for any material amounts of Taxes upon the Shares or any assets of the Company or any Transferred Subsidiary, except for statutory Liens for Taxes not yet due.

(b) The Company and each of the Transferred Subsidiaries have complied in all material respects with all applicable Laws relating to the collection and withholding of Taxes (including all information reporting and record keeping requirements) and the Company and each of the Transferred Subsidiaries have duly and timely paid over to the appropriate Tax Authority all material amounts of such Taxes, including all such material Taxes with respect to

amounts paid or owing to any employee (including with respect to any salaries, wages and other compensation), independent contractor, creditor, stockholder, non-U.S. person, or other third party.

(c) All deficiencies asserted in writing or assessments made in writing for material amounts of Taxes with respect to the Company or any Transferred Subsidiary have been fully paid, and none of the Company and the Transferred Subsidiaries have received written notice that any material reassessments, assessments, audits, inquiries, claims, suits, proceedings or investigations (an “Audit”) relating to Taxes or Tax Returns of the Company or any of the Transferred Subsidiaries are in progress, or pending or have been threatened in writing by a Tax Authority.

(d) All income, franchise and other Tax Returns that are material and that are filed with respect to taxable periods of the Company and each Transferred Subsidiary through the taxable period ended March 31, 2004 have been examined and closed, or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to all actually obtained valid extensions or waivers, has expired.

(e) None of the Company or any Transferred Subsidiary is a party to any Tax Sharing Agreement (other than Tax Sharing Agreements whose parties consist solely of the Company and/or any of the Transferred Subsidiaries) that will not terminate on or before the Closing Date, and the Company and each Transferred Subsidiary will have no obligation to make any payments on or after the Closing Date with respect to any such Tax Sharing Agreement.

(f) Except for the SPV 338 Election PLR and the Withholding Tax Closing Agreement, there are no Tax rulings, requests for rulings, closing agreements or other similar agreements (including any gain recognition agreements under section 367 of the Code) in effect or filed with any Tax Authority relating to the Company or any Transferred Subsidiary which are reasonably expected to materially affect the Company’s or any Transferred Subsidiary’s liability for Taxes for any taxable period (or portion thereof) after the Closing Date. The Company and all Transferred Subsidiaries are in compliance with all agreements entered into with a U.S. Tax Authority and the Company and all Transferred Subsidiaries are in compliance with all material agreements entered into with a non-U.S. Tax Authority.

(g) (i) None of the Company or any Transferred Subsidiary has made, has agreed to make, or has received any notice that claims, proposes or threatens that it is required to make any material change in its method of accounting for Tax purposes or any change in the basis of determining the items listed in section 807(c) of the Code, which change in method or basis would require an adjustment pursuant to section 481 or section 807(f) of the Code (or any similar provision of state or local Law in the United States) that would continue to have effect in taxable periods (or portions thereof) after the Closing Date, and (ii) there is no application pending with any Tax Authority requesting permission by the Company or any Transferred Subsidiary (or on behalf of the Company or any of the Transferred Subsidiaries) to make any material change in any accounting method or basis for determining the items referred to in sections 481 or 807(c) of the Code (or any similar provision of state or local Law in the United States) that would continue to have effect in taxable periods (or portions thereof) after the Closing Date.

(h) No unsettled claim made in writing and, to the Knowledge of the Seller, no other claim that is unsettled, has ever been made by a Tax Authority in a jurisdiction where the Company or a Transferred Subsidiary does not file Tax Returns that the Company or such Transferred Subsidiary is or may be subject to Tax by that jurisdiction, and, to the Knowledge of the Seller, there is no substantial basis for any such jurisdiction to successfully assert that the Company or any Transferred Subsidiary is or may be subject to Tax in such jurisdiction.

(i) Since January 1, 2009, none of the Company or any Transferred Subsidiary (or any Person on behalf of the Company or any Transferred Subsidiary) has (i) made, changed or rescinded any material election relating to Taxes other than (A) elections that are not expected to materially adversely affect the Company or any Transferred Subsidiary for any taxable period (or portions thereof) after the Closing Date and (B) any first year election for U.S. federal, state or local income tax purposes that are in accordance with the Company’s and the Transferred Subsidiaries’ past practices and consistent with the elections that were in place for the Company and the Transferred Subsidiaries for the taxable period ending on December 31, 2008, (ii) settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, Audit or controversy relating to Taxes, (iii) except as required by applicable Law, made any material change to any of its methods, policies or practices of Tax accounting or methods of reporting income or deductions for Tax purposes or changed the basis for determining or computing any reserves from those employed in the preparation of its most recently filed Tax Return that has been provided to the Acquiror, other than (A) elections that are not expected to materially adversely affect the Company or any Transferred Subsidiary for any taxable period (or portions thereof) after the Closing Date and (B) any first year elections for U.S. federal, state or local income tax purposes in accordance with the Company’s and the Transferred Subsidiaries’ past practices and consistent with the elections that were in place for the Company and the Transferred Subsidiaries for the taxable period ending on December 31, 2008, (iv) amended, refiled or otherwise revised any previously filed U.S. income or franchise Tax Return or material non-U.S. Tax Return, or foregone the right to any material amount of refund or rebate of a previously paid Tax, (v) entered into or terminated, with respect to the Company or any Transferred Subsidiary, (A) any agreements with a U.S. Tax Authority or (B) any material agreements with a non-U.S. Tax Authority, or (vi) prepared any income, franchise or other Tax Return that is material in a manner inconsistent with past practices.

(j) For all taxable periods which remain open to assessment, the Parent or the Seller has delivered or made available to the Acquiror true, correct and complete copies of (i) all income, franchise and other Tax Returns that are material and that are filed by or relating to the Company and each of the Transferred Subsidiaries (and with respect to Tax Returns filed on a consolidated, combined, or unitary basis and that include the Parent, any Affiliate of the Parent, the Seller, or any Retained Affiliate, the pro forma portion of all such Tax Returns that is material to the Company or to any of the Transferred Subsidiaries and relate solely to the Company or any Transferred Subsidiary), (ii) all examination reports, notice letters and other relevant written materials sent to or received from any Tax Authority with respect to Audits relating specifically to the Company or any of the Transferred Subsidiaries (whether proposed, threatened, pending or concluded), in each case, for any taxable period (or portion thereof) that is still open for assessment, (iii) all Tax rulings, requests for Tax rulings and agreements entered into or filed with any Tax Authority by, on behalf of, and with respect to the Company or any of the Transferred Subsidiaries and (iv) copies of all legal and accounting opinions or other material

memoranda that have been relied upon by the Company, the Transferred Subsidiaries, the Seller or the Parent for purposes of determining whether reserves for contingent liabilities for Taxes of, or with respect to, the Company or any of the Transferred Subsidiaries are required for financial, statutory, or insurance regulatory reporting purposes including all information regarding matters that have been examined under Financial Accounting Standards Board Interpretation No. 48 with respect to the Company and the Transferred Subsidiaries.

(k) The Company and each of the U.S. Transferred Subsidiaries have not been included in any consolidated group for U.S. federal income tax purposes other than the Parent Group, and Section 3.20(k) of the Seller Disclosure Letter lists (i) all combined, consolidated, unitary or other Tax groups in which the Company or any Transferred Subsidiary is currently a member or is otherwise included, and (ii) with respect to taxable periods that are still open to assessment, all combined, consolidated, unitary, or other groups that formerly included the Company or any Transferred Subsidiary.

(l) None of the Company or any Transferred Subsidiary will have as of the Closing Date any liability for a material amount of Tax of any other Person (other than with respect to being a member of the Parent Group or the Retained Affiliate Group (that is set forth on Section 3.20(k) of the Seller Disclosure Letter) under U.S. Treasury Regulations section 1.1502-6 or any similar state, local, or foreign Law) (i) as a transferee or successor, (ii) by contract, (iii) by applicable Law or (iv) to the Knowledge of the Seller, otherwise. Sub-clauses (ii) and (iv) above shall not apply to contracts entered into by the Company or a Transferred Subsidiary in the ordinary course of such Person’s business that require the payment or reimbursement of an amount that is related to Taxes other than in the form of an indemnity payment, provided, that for purposes of this sentence, no contract for the sale, disposition or exchange of any property or asset held or owned by the Company or a Transferred Subsidiary shall be treated as entered into in the ordinary course of business.

(m) Since December 1, 2009, losses sustained by the Company or any of the Transferred Subsidiaries have not been, and as of the Closing Date will not be, limited or disallowed by application of section 1503(d) of the Code.

(n) The SPV 338 Election PLR and the Withholding Tax Closing Agreement are each valid. The Company is in compliance with all requirements set forth in the Withholding Tax Closing Agreement and the Withholding Tax Closing Agreement is enforceable.

(o) Section 3.20(o) of the Seller Disclosure Letter sets forth the amount of the consideration that the Seller and Parent, as of the date hereof, estimate in good faith, using reasonable calculations and assumptions, will be reported with respect to the SPV 338 Election and the proposed allocation of such consideration among the assets of the Company and the Transferred Subsidiaries (it being understood that such estimated amounts may change prior to the Closing Date, as Seller, Parent and the Company continue to prepare the relevant Tax Returns relating to such election). Since December 1, 2009, the Seller has been and will continue to be a corporation for U.S. federal income tax purposes.

(p) None of the Company or any Transferred Subsidiary (i) will be required to include an item of taxable income or gain after the Closing Date that is attributable to a

transaction (such as an installment sale or an intercompany transaction) that occurred prior to the Closing Date, or (ii) has taken a deduction or claimed a loss for Tax purposes in any taxable period (or portion thereof) ending on or before the Closing Day that relates to or results from a payment that will be made by the Company, a Transferred Subsidiary or the Acquiror after the Closing Date, except, (A) solely with respect to clause (ii), as a result of the operation of the accrual method of tax accounting to the extent the Company or a Transferred Subsidiary uses such method of accounting as its primary method of accounting for Tax purposes and, (B) with respect to clauses (i) and (ii), as a result of calculating taxable income consistent with the requirements of Subchapter L of the Code (to the extent applicable), or any other similar provision of state, local or foreign Law with respect to the taxation of insurance companies (to the extent applicable), or as a result of the deemed Tax consequences resulting from the election under section 338(h)(10) or section 338(g) of the Code. None of the Non-U.S. Transferred Subsidiaries or the branches of the Company that are subject to Tax in a non-U.S. jurisdiction, has made, has requested to make, or has received any written notice that claims, proposes or threatens that it is required to make any change to its method of accounting for Tax purposes that is material and that would continue to have effect in taxable periods (or portions thereof) after the Closing Date.

(q) Since December 1, 2009, none of the Company or any Transferred Subsidiary, or any of the Company’s or any Transferred Subsidiary’s predecessors, has been a party to a transaction intended to qualify under section 355 of the Code that occurred in a taxable period which remains open to assessment.

(r) Except for DelAm, no Transferred Subsidiary is subject to Tax under Subchapter L of the Code. Neither the Company nor DelAm (i) has a positive policyholder surplus account within the meaning of section 815 of the Code, or (ii) maintains a “special loss discount account” or makes “special estimated tax payments” within the meaning of section 847 of the Code.

(s) For all taxable periods (or portions thereof) open for assessment, the Company has been, and continues to be, a life insurance company within the meaning of section 816(a) of the Code, and is subject to U.S. federal income tax under section 801 of the Code.

(t) For all taxable periods (or portions thereof) open for assessment, each of the branches of the Company and each Non-U.S. Transferred Subsidiary has consistently and accurately computed and reported its net taxable income (including its reserves) in all material respects in accordance with all applicable non-U.S. Tax Law.

(u) For all taxable periods (or portions thereof) open for assessment, each of the Non-U.S. Transferred Subsidiaries have correctly and accurately calculated its “Subpart F income” (as such term is defined under sections 952 through 954 of the Code) and its “earnings and profits” as such term is defined under section 964 of the Code.

(v) To the Knowledge of the Seller, none of the Company or any of the Transferred Subsidiaries (or the Seller or the Parent, with respect to the Company or the Transferred Subsidiaries) have participated, within the meaning of U.S. Treasury Regulations section 1.6011-4(c), or have been a “material advisor” or “promoter” (as those terms are defined

in sections 6111 and 6112 of the Code and the U.S. Treasury Regulations promulgated thereunder) in (i) any “reportable transaction” within the meaning of section 6011 of the Code and the U.S. Treasury Regulations promulgated thereunder, (ii) any “confidential corporate tax shelter” within the meaning of section 6111 of the Code and the U.S. Treasury Regulations promulgated thereunder, or (iii) any “potentially abusive tax shelter” within the meaning of section 6112 of the Code and the U.S. Treasury Regulations promulgated thereunder, other than with respect to “loss transactions” within the meaning of U.S. Treasury Regulations section 1.6011-4(c) that are not or have not been “listed transactions.” Other than with respect to “loss transactions” within the meaning of U.S. Treasury Regulations section 1.6011-4(c) that are not or have not been “listed transactions,” neither the Company nor any of the Transferred Subsidiaries (nor any Sellers with respect to the Company or the Transferred Subsidiaries) have filed an IRS Form 8886.

(w) Since December 1, 2009, none of the liabilities of the Company or any of the Transferred Subsidiaries is a debt obligation that is subject to any provisions of the Code that would limit or disallow the deduction for interest expense relating to such liability, including under the limitation or disallowance rules set forth in sections 163, 264 or 279 of the Code.

(x) To the Knowledge of the Seller, none of the Non-U.S. Transferred Subsidiaries, is or has constituted a passive foreign investment company subject to the provisions of section 1297 of the Code and the U.S. Treasury Regulations promulgated thereunder.

(y) None of the Non-U.S. Transferred Subsidiaries is a United States Real Property Holding Corporation (as such term is defined in section 897(c)(2) of the Code).

(z) None of the Company or any Transferred Subsidiary (A) to the Knowledge of the Seller, owns an interest in any United States real property, within the meaning of section 897 of the Code and the U.S. Treasury Regulations promulgated thereunder, as a result of owning an interest in an entity that is characterized as a partnership, trust or estate for U.S. federal income tax purposes that is treated as owning a United States real property interest (as defined above) solely as a result of the application of section 897(c)(4)(B) of the Code, or (B) owns an interest in any United States real property interest (other than as described in clause (A)) within the meaning of section 897 of the Code and the U.S. Treasury Regulations promulgated thereunder.

(aa) None of the Company or any Transferred Subsidiary has participated in, or cooperated with, an international boycott within the meaning of section 999 of the Code that is subject to the reporting requirements of section 999 of the Code. Since December 1, 2009, the Company has not incurred (or been allocated) an “overall foreign loss” as defined in section 904(f)(2) of the Code which has not been previously recaptured in full as provided in section 904(f) of the Code.

(bb) None of the purchase of the Shares of the Company or the purchase of assets of the Parent (or any Affiliate of the Parent), the Seller, the Retained Affiliates, the Company, or any Transferred Subsidiary by the Acquiror that is contemplated by this Agreement (other than assets of the Company or a Transferred Subsidiary that are transferred to the Parent or the Seller prior to the Closing Date pursuant to Section 6.06 and which are purchased by the

Acquiror from the Parent or the Seller after the Closing Date for an amount equal to or less than the amount by which the Purchase Price was reduced as a result of such asset being transferred prior to the Closing Date) shall be subject to or adversely affected by the “consistency” rules of sections 338(e) or 338(f) of the Code or the U.S. Treasury Regulations promulgated thereunder.

(cc) None of the Company or any Transferred Subsidiary (other than DelAm) have ever sold, issued, maintained, reinsured, or administered any policies, contracts or other products that were marketed as qualifying or intended by the Company or any Transferred Subsidiary to qualify under sections 72, 101, 401, 403, 408, 412, 457, 817, 817A, 7702 or 7702A of the Code.

(dd) None of the Joint Ventures is a “United States person” as such term is defined under section 7701 of the Code and the U.S. Treasury Regulations promulgated thereunder, and all such Persons are taxed or characterized for U.S. Tax purposes as a corporation.

(ee) Each of the Company and the Transferred Subsidiaries (other than the Joint Ventures) are taxed or characterized as a corporation for U.S. Tax purposes, and none of the Non-U.S. Transferred Subsidiaries are subject to Tax in the United States (other than withholding taxes).

(ff) The Company and each Transferred Subsidiary has in its possession records that document payment for all material amounts of Taxes paid to a non-U.S. Tax Authority that have not been claimed as a deduction or credit for U.S. federal income tax purposes prior to the date hereof and for which a credit or deduction may be available after the date hereof to the Company or a Transferred Subsidiary for U.S. federal income tax purposes.

(gg) To the Knowledge of the Seller, no person has acquired by reason of an employment of that person or any other person an interest in any securities in the Company or any Transferred Subsidiary: (i) which are restricted within the meaning of Chapter 2 Part 7 of ITEPA; (ii) which are convertible within the meaning of Chapter 3 Part 7 of ITEPA; (iii) the market value of which has been reduced by things done otherwise than for genuine commercial purposes within the meaning of Chapter 3A Part 7 of ITEPA; (iv) the market value of which has been increased by things done otherwise than for genuine commercial purposes within the meaning of Chapter 3B Part 7 of ITEPA; (v) to which Chapter 3C Part 7 of ITEPA (Securities Acquired For Less Than Market Value) could apply; and (vi) to which Chapter 4 Part 7 of ITEPA (Post-Acquisition Benefits From Securities) could apply.

(hh) No member of the UK Group is, or will be, obliged to make or be entitled to receive any payment for Group Relief in respect of any period ending on or before the Closing Date, or repayment of such a payment.

(ii) To the Knowledge of the Seller, no member of the UK Group has been party to a surrender of a tax refund under section 102 of the United Kingdom Finance Xxx 0000.

(jj) The members of the UK Group together comprise a group for the purposes of Chapter IV of Part X of the Taxes Xxx 0000 and, to the Knowledge of the Seller, there are no

circumstances or arrangements (other than pursuant to this Agreement) as a result of which any such member will cease to form part of such group.

(kk) To the Knowledge of the Seller, no member of the UK Group has ever been party to any arrangements pursuant to section 36 of the United Kingdom Finance Xxx 0000 (group payment arrangements).

(ll) So far as the Seller is aware, neither the Company nor any Transferred Subsidiary has become subject to an obligation to provide prescribed information to HM Revenue & Customs in respect of any scheme or arrangement which would constitute (i) a “notifiable arrangement” or a “notifiable proposal” for the purposes of Part 7 of the United Kingdom Finance Xxx 0000, (ii) a “notifiable contribution arrangement” or a “notifiable contribution proposal” for the purposes of the United Kingdom National Insurance Contributions (Application of Part 7 of the Finance Act 2004) Regulations 2007 or (iii) a “designated scheme” or a “notifiable scheme” for the purposes of Schedule 11A of the VATA and the United Kingdom VAT (Disclosure of Avoidance Schemes) (Designations) Order 2004 (SI 2004/1933).

(mm) The members of the UK Group are registered as members of a group (the “VAT Target Group”) for the purposes of United Kingdom value added tax under registration number 629471517 and full particulars of the representative member of the VAT Target Group are contained in Section 3.20(mm) of the Seller Disclosure Letter. The VAT Target Group does not have and has never included any companies other than the members of the UK Group and there are no outstanding applications by any companies to join the VAT Target Group.

(nn) Section 3.20(nn) of the Seller Disclosure Letter sets out the current partial exemption method used by the VAT Target Group for calculating the amount of input Tax which is recoverable by the VAT Target Group as at the Closing.

(oo) All documents which (i) are necessary to establish or register the right, title or interest of the Company or any Transferred Subsidiary to or in any asset whose value is in excess of $5,000,000 and (ii) are in the possession or under the control of the Company or any Transferred Subsidiary and (iii) are subject to United Kingdom stamp duty have been duly stamped.

(pp) Neither the Company nor any Transferred Subsidiary is the purchaser in relation to a transaction in respect of land whose value is in excess of $5,000,000 to which section 51 or section 80 of the United Kingdom Finance Xxx 0000 applies or in respect of which an application to defer payment of United Kingdom stamp duty land tax under section 90 of such Act has been made.

The Parties agree that for all purposes of this Agreement, (i) the representations and warranties made in this Section 3.20 and Section 3.13 are the only representations and warranties under Article III and Article IV made by the Parent or the Seller with respect to matters relating to Taxes (including Tax Returns, Tax Sharing Agreements, Tax claims, Actions for Taxes and Tax Controversies), (ii) the representations and warranties set forth in this Section 3.20 will be considered to be made by the Parent as well as the Seller and any reference to the Knowledge of the Seller will include the Knowledge of the Parent, (iii) for purposes of this Section 3.20, an

item shall be considered “material” if the aggregate Tax liability associated with all items or matters addressed by the relevant representation are equal to or greater than $1,500,000, and (iv) any disclosure provided in Section 3.20 of the Seller Disclosure Letter after the date hereof shall not be taken into account for purposes of determining any indemnification obligation of the Seller under this Agreement (including the amount or validity of such obligation) or whether the conditions to Closing set forth in this Agreement have been satisfied.

Section 3.21. Reserves.

(a) The Insurance Reserves set forth in the Statutory Statements (i) were based on actuarial assumptions and methodologies which were in accordance with or more conservative than those called for in the provisions of the relevant Insurance Contracts, (ii) were computed in accordance with commonly accepted actuarial standards consistently applied throughout the specified period and the immediately prior period, (iii) are fairly stated in accordance with sound actuarial principles and SAP and (iv) otherwise complied in all respects with applicable Insurance Law (including any regulations promulgated by any Domiciliary Regulator) and the internal policies, practices and principles of the Insurance Companies related to reserves; provided, however, that this Section 3.21(a) shall not be construed as a representation or warranty (expressed or implied) with respect to the adequacy or sufficiency of the Insurance Reserves.

(b) The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of all material actuarial reports, actuarial certificates, loss and loss adjustment expense reserve reports, and deferred acquisition cost and loss recognition analyses prepared by the Seller and/or any of its Affiliates or by any third party actuarial consultant on behalf of or made available to the Seller and/or any of its Affiliates relating to the adequacy of the reserves of any of the Insurance Companies for any period ended on or after January 1, 2008, and all attachments, addenda and supplements thereto (the “Actuarial Analyses”). The information and data furnished by the Insurance Companies to their actuaries in connection with the preparation of the Actuarial Analyses was, taken as a whole, accurate and complete in all material respects. Each such Actuarial Analysis was based upon the policies in force for, and the books and records of, the Insurance Companies, as the case may be, at the relevant time of preparation (which preparation was accurate in all material respects), and in conformity in all material respects with applicable Insurance Law.

(c) Set forth on Section 3.21(c) of the Seller Disclosure Letter is a list of all material correspondence between any of the Insurance Companies and any insurance regulatory authority since December 31, 2007 regarding the amount of reserves reflected on any statutory financial statements of any Insurance Company or the actuarial assumptions or methodologies employed in the calculation of reserves, and the Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of all such correspondence.

Section 3.22. Risk-Based Capital. Except as set forth on Section 3.22 of the Seller Disclosure Letter, the Seller has made available to the Acquiror, prior to the date hereof, true and complete copies of all material analyses and reports and other data prepared by the ten largest Insurance Companies (treating, for such purpose, each branch of an Insurance Company as a separate Insurance Company) by revenue during the 12 month time

period prior to the date hereof and submitted by each such Insurance Company to any Domiciliary Regulator of such Insurance Company since December 31, 2007, relating to its risk-based capital, solvency margin or similar calculations.

Section 3.23. Investment Company Act. Neither the Company nor any Transferred Subsidiary is an “investment company”, as such term is defined in the United States Investment Company Act of 1940.

Section 3.24. Regulatory Filings. To the extent permitted by applicable Law and any confidentiality obligations pursuant to any Contract with any Governmental Authority, the Seller has made available for inspection by the Acquiror (a) true, correct and complete copies of any reports of examination (including financial, market conduct and similar examinations) of the Company or any Transferred Subsidiary issued by any regulatory authority since January 1, 2007 and (b) all material filings or submissions made by the Company or any Transferred Subsidiary with any regulatory authority since January 1, 2007. Section 3.24 of the Seller Disclosure Letter sets forth a true, correct and complete list of any such material reports, filings and submissions that have not been made available to the Acquiror, prior to the date hereof, for inspection. The Company and the Transferred Subsidiaries have complied in all material respects with the requirements of applicable Law in regard to the filing of reports, statements, applications, documents, registrations, submissions and other filings (including any sales material) with any regulatory authority and the Company and the Transferred Subsidiaries are acting in compliance in all material respects with all such reports, statements, applications, documents, registrations, submissions and other filings and all required regulatory approvals in respect thereof are in full force and effect. Except as set forth on Section 3.24 of the Seller Disclosure Letter, all such reports, statements, applications, documents, registrations, submissions and other filings were in compliance in all material respects with applicable Law when filed or as amended or supplemented and there were no material omissions therefrom and no material deficiencies have been asserted in writing by any regulatory authority with respect to such reports, statements, applications, documents, registrations, submissions or other filings. With the exception of those items indicated as ongoing or pending on Section 3.24 of the Seller Disclosure Letter, all deficiencies or violations noted in the examination reports described above or asserted in writing by any regulatory authority as described in the preceding sentence of this Section 3.24 have been resolved to the reasonable satisfaction of the regulatory authority that noted such deficiencies or violations. Other than branches or other divisions of the Insurance Companies treated as such, none of the Insurance Companies is “commercially domiciled” under the Law of any jurisdiction or is otherwise treated as domiciled in a jurisdiction other than its respective jurisdiction of organization.

Section 3.25. Affiliate Transactions.

(a) Section 3.25(a) of the Seller Disclosure Letter contains a true, correct and complete list of all Intercompany Agreements. The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of all Related Party Agreements. Except as provided in the Related Party Agreements or otherwise set forth on Section 3.25(a) of the Seller Disclosure Letter, neither the Parent, the Seller nor any Affiliate of the Parent or the Seller (other than the Company or any Transferred Subsidiary) nor any such officer, director or employee of the Parent, the Seller or any Affiliate of the Parent or the Seller

(including the Company and any Transferred Subsidiary), or, to the Knowledge of the Seller, any immediate family member or controlled entity of any such Person (A) has or has had, directly or indirectly, in whole or in part, any interest in any material asset or property that the Company or any Transferred Subsidiary uses in the conduct of the Business, (B) has or has had, any financial interest in any material transaction with the Company or any Transferred Subsidiary or involving any material asset or property of the Company or any Transferred Subsidiary or (C) has any claim against, or owes any amounts to, the Company or any Transferred Subsidiary, except in the case of clauses (B) and (C), claims by officers, directors or employees of the Company and the Transferred Subsidiaries in the Ordinary Course of Business for accrued and unpaid compensation, accrued vacation pay, accrued benefits under Company Benefit Plans and similar matters.

(b) Section 3.25(b) of the Seller Disclosure Letter contains a true, correct and complete list of all intercompany balances as of November 30, 2009 between the Parent, the Seller and any Affiliate of the Parent or the Seller (other than the Company and the Transferred Subsidiaries), on the one hand, and the Company and the Transferred Subsidiaries, on the other hand.

Section 3.26. Securities Matters. The Acquiror Securities are being acquired by the Seller for its own account and without a view to the public distribution or sale of any of the Acquiror Securities or any interest in it in violation of the Securities Act or applicable state and foreign securities Law. The Seller has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquiror Securities, and the Seller is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Acquiror Securities. The Seller understands and agrees that it may not sell, transfer, assign, pledge or otherwise dispose of any of the Acquiror Securities other than pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and applicable state and foreign securities Law.

Section 3.27. Sufficiency of Assets. The assets and properties of the Company and the Transferred Subsidiaries constitute all of the assets and properties necessary to operate the Business as heretofore conducted by the Company and the Transferred Subsidiaries, other than assets and properties being, to be or available to be provided pursuant to the Transition Services Agreement and any other applicable Transaction Agreements. As of the Closing, there will be no assets or properties that are used in or necessary for the conduct of the Business as currently conducted that are owned, leased or otherwise held by the Seller or any of its Affiliates (other than the Company and the Transferred Subsidiaries), other than assets and properties being provided pursuant (a) to the Transition Services Agreement, (b) services set forth on Schedule 2.03(b) of the Transition Services Agreement or as would be provided pursuant to the Transition Services Agreement if such services set forth on Schedule 2.03(b) of the Transition Services Agreement were contemplated to be provided thereby, and (c) any other applicable Transaction Agreements. Upon consummation of the transactions contemplated by the Transaction Agreements and assuming performance thereof by the Acquiror and its Affiliates that are parties thereto, the Acquiror and the Transferred Subsidiaries will own, possess, have a valid license to, have a valid leasehold interest in or otherwise have the right to use all rights,

properties and assets necessary to conduct the Business in all material respects as currently conducted.

Section 3.28. Title to Tangible Property. Except for assets disposed of in the Ordinary Course of Business, as permitted by Section 6.01 or as contemplated by any Transaction Agreement, since November 30, 2009, each of the Company and the Transferred Subsidiaries has, and immediately following the Closing Date, will continue to have, good and marketable title to, or a valid leasehold interest in, all of the material assets and properties used by it (whether real, personal or mixed, or whether tangible or intangible) that are reflected in the SI Unaudited Reporting Package as owned or leased by it or acquired or leased by it after November 30, 2009 or located on its premises, free and clear of all Liens, except for Permitted Liens (other than FRBNY Liens).

Section 3.29. Creditors. The Seller is not transferring the Company and the Transferred Subsidiaries to the Acquiror with any intent to hinder, delay or defraud any of its creditors.

Section 3.30. Environmental Matters. Except as set forth on Section 3.30 of the Seller Disclosure Letter:

(a) there have been no past or present conditions or circumstances at, arising out of, or related to, any Owned Real Property or any other current or former properties (including Investment Assets comprising real property) used in connection with the Business of the Company or any Transferred Subsidiary since January 1, 2007, including on-site or off-site use, generation, storage, treatment, Release or threatened Release of any Hazardous Material which are, individually or in the aggregate, reasonably likely to give rise to (i) material liabilities or obligations for any investigation, cleanup, remediation, disposal or any other methods of corrective action or any monitoring requirements under Environmental Law or (ii) material claims arising for personal injury, property damage, or damage to natural resources except in each case as would not reasonably be expected to result in Losses in excess of $1,500,000;

(b) there are no Persons whose liability for any environmental matters or under any applicable Environmental Law, the Company or any Transferred Subsidiary has retained or assumed contractually or by operation of Law;

(c) since January 1, 2007 neither the Company nor any Transferred Subsidiary has handled or directed the management of or participated in any decision with respect to or exercised any influence or control over the use, generation, storage, treatment or disposal of any Hazardous Materials at or related to any of their businesses, assets or properties (including Investment Assets comprising real property) other than customary quantities of Hazardous Materials associated with the construction, operation, maintenance and repair of typical financial service and commercial office operations; and

(d) to the Knowledge of Seller, the Seller has made available to the Acquiror, prior to the date hereof, true, correct and complete copies of all material environmental inspections, studies, surveys, audits, assessments and reports (“Environmental Reports”)

conducted or prepared by, on behalf of or related to the Company or any Transferred Subsidiary, or any real property related Investment Asset that are in their possession or control.

Section 3.31. Foreign Corrupt Practices, Economic Sanctions, Anti-Money Laundering and Enforcement Proceedings.

(a) None of the Company, the Transferred Subsidiaries or, to the Knowledge of the Seller, the Company’s or any of the Transferred Subsidiaries’ Affiliates, directors, officers, agents, employees or other Persons acting on behalf of the Company or the Transferred Subsidiaries has, directly or indirectly, paid, offered or promised to pay, or authorized payment of, or will, directly or indirectly, pay, offer or promise to pay, or authorize payment of, any monies or any other thing of value to any government official or employee (including employees of government-owned or controlled entities) or any political party or candidate for political office (collectively, a “Proscribed Recipient”) for the purpose of, (i) influencing any act or decision of such Proscribed Recipient, (ii) inducing such Proscribed Recipient to do or omit to do any act in violation of the lawful duty of such Proscribed Recipient, or to use his, her or its influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority or (iii) assisting in obtaining or retaining business for or with, or directing business to, any Person. The Company has at all times been since January 1, 2005 in compliance with the Foreign Corrupt Practices Act (the “FCPA”), including maintaining adequate internal controls as required by the FCPA and complying with the record-keeping provisions of the FCPA. The Company and the Transferred Subsidiaries maintain and will continue to maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with the foregoing.

(b) Since January 1, 2007, the Company and the Transferred Subsidiaries are and have been in compliance with all applicable international trade and investment sanctions and restrictions under any applicable Law administrated by the Office of Foreign Assets Control. None of the Company and the Transferred Subsidiaries or, to the Knowledge of the Seller, any of the Company’s or the Transferred Subsidiaries’ Affiliates, directors, officers, agents, employees or other Persons acting on behalf of the Company or any of the Transferred Subsidiaries is, is owned or controlled by, or is acting on behalf of, a Sanctioned Party.

(c) Since January 1, 2007, the Company and the Transferred Subsidiaries are and have been in compliance with all applicable Law relating to money laundering, currency transfers or other regulations concerning the transfer of monetary instruments (“AML Measures”). The Company and the Transferred Subsidiaries maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with AML Measures.

(d) With respect to the Company and the Transferred Subsidiaries, there is no pending or, to the Knowledge of the Seller, threatened, and there has not been in the past any audit, review, enforcement Action, Governmental Order or disclosure by the Company or any of the Transferred Subsidiaries to a Governmental Authority regarding legal noncompliance with respect to corrupt practices, money laundering, unlawful trade or commerce, or unlawful technology transfer.

Section 3.32. Troubled Asset Relief Program.

(a) None of the Acquiror and its Affiliates, the entities in which any of them has an interest, or their respective assets, liabilities, rights, licenses, activities, practices, procedures, employees, officers, directors, agents and other representatives will be subject, after the acquisition of the Company and the Transferred Subsidiaries, to any statute, regulation, ruling, determination (whether by a court or any agency or department of the Federal government or otherwise), declaration, finding, holding, agreement, instrument, security, or other arrangement or understanding that is applicable because the Company and the Transferred Subsidiaries and their Affiliates have received and continue to receive financial assistance and other benefits under or pursuant to the program for Systemically Significant Failing Institutions established and operated by the U.S. Treasury, the Emergency Economic Stabilization Act of 2008, as amended and supplemented by the American Recovery and Reinvestment Act of 2009, including any (i) limitations on (A) the amount, nature and manner of the compensation provided to officers, directors and employees, (B) distributions payable with respect to any indebtedness, equity interests or securities or investments, or (C) the nature, manner, extent or degree to which any activity may be engaged in or (ii) capital or operational requirements or constraints (collectively, the “Restrictions”).

(b) None of the Company and the Transferred Subsidiaries, the entities in which any of them has an interest, or their respective assets, liabilities, rights, licenses, activities, practices, procedures, employees, officers, directors, agents and other representatives will continue to be subject, after being acquired by the Acquiror, to any Restrictions.

(c) The ownership by the Seller or any of its Affiliates of the Acquiror Securities will not result in the Acquiror or any of its Affiliates, the entities in which any of them has an interest, or any of their respective assets, liabilities, rights, licenses, activities, practices, procedures, employees, officers, directors, agents and other representatives becoming subject to any of the Restrictions.

(d) None of the Company, any of the Transferred Subsidiaries or any of their respective officers, directors or employees is or will be obligated to reimburse either the Seller or any Affiliate of the Seller for any compensation or bonuses paid, received or vested prior to the consummation of the transactions contemplated by this Agreement.

(e) Notwithstanding Sections 3.32(a) through (d) of this Agreement, any compensation awarded to, accrued by, earned by or paid to (or deemed awarded to, earned by, accrued by or paid to) an Employee during, or in respect of, the period the Employee worked for the Parent or any of its affiliates prior to and including the Closing Date will be, or continue to be, subject to the Compensation Restrictions to the extent such Employee was subject to such Compensation Restrictions prior to the Closing Date.

(f) Section 3.32(f) of the Seller Disclosure Letter lists all Contracts between the U.S. Treasury, the Board of Governors of the Federal Reserve Board or the FRBNY, on the one hand, and the Parent, the Seller or any of their respective Affiliates, on the other hand, that impose any Laws, obligations or liabilities on or otherwise affect the Company, any of the Transferred Subsidiaries or the consummation of the transactions contemplated by this

Agreement. Following the Closing, neither the Company, any of the Transferred Subsidiaries nor any Person who Controls the Company, shall be subject to, or otherwise be required to satisfy or fulfill any such Contracts.

Section 3.33. Certain Securities Matters. To the Knowledge of the Seller, each Broker that places or sells products of the Company or any Transferred Subsidiary (a) is registered as a broker-dealer with the SEC, state regulators and/or any foreign Governmental Authority regulating broker-dealers in the jurisdiction in which such Broker operates, as applicable, in each jurisdiction in which such registration is required, and (b) is a member in good standing of The Financial Industry Regulatory Authority (“FINRA”) or any self-regulatory organizations in which its membership is required in order to conduct its business as now conducted. To the Knowledge of the Seller, since January 1, 2007, each such Broker has timely filed all registrations, declarations, reports, notices, forms or other filings required to be filed with the SEC, FINRA or any other Governmental Authority, and all such filings were in compliance in all material respects with applicable Law and all fees and assessments due and payable in connection therewith have been paid. To the Knowledge of the Seller, no Action is pending or has been threatened against any such Broker that could lead to the revocation, amendment, failure to renew, material limitation, suspension or material restriction of any such license or registration.

Section 3.34. Risk Management Instruments. The Seller has provided to the Acquiror a written statement of the derivatives policies for the Company and each of the Transferred Subsidiaries, as applicable, in effect as of the date hereof. Since November 30, 2007, all derivative instruments, including interest rate swaps, caps, floors and option agreements and other risk management arrangements, entered into for the account of one or more of the Company and the Transferred Subsidiaries, were entered into in conformity in all material respects with such applicable policies. The Seller has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of each such policy and instrument.

Section 3.35. Brokers. Except for Blackstone Advisory Partners L.P., Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co., Incorporated, whose fees and commissions are obligations solely of the Seller or the Parent and will be duly paid by the Seller or the Parent, no Broker, finder or investment banker is entitled to any brokerage, financial advisory, finder’s or other fee or commission in connection with this Agreement or with the consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller or its Affiliates.

Section 3.36. Books and Records. The Company’s and each of the Transferred Subsidiaries’ books, accounts, data, files, information and records are true, correct and complete in all material respects, and are, and have been since January 1, 2007, maintained in any such Person’s usual, regular and ordinary manner, in accordance with SAP and any applicable Law in each case to the extent applicable thereto. All material transactions to which each of such Persons is or has been a party, since January 1, 2007, are properly reflected therein. The respective minute books (or any equivalent thereof) of the Company and each of the Transferred Subsidiaries (to the extent required to be maintained by applicable Law) contain, in all material respects, accurate and complete records of all meetings of, and corporate or other

organizational action taken by (including action taken by written consent or otherwise without a meeting) the stockholder, the board of directors, the member, the partner or other equivalent management Person or body, and any committee thereof, as the case may be, since January 1, 2007.

Section 3.37. Fairness Opinion. The Parent’s board of directors has received the written opinions of Blackstone Advisory Partners L.P., Citigroup Global Markets Inc., and Xxxxxxx, Sachs & Co., each of whose fees shall be paid by the Parent, each dated as of the date hereof and to the effect that, as of the date hereof, subject to and based on such qualifications and assumptions as set forth therein, the Purchase Price to be received by the Seller for the sale of the Shares and the DelAm Shares pursuant to this Agreement is fair to the Seller from a financial point of view.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PARENT

Except as set forth in any reports, filings or statements filed by the Parent or any of its Subsidiaries with the SEC (excluding, in each case, any disclosures set forth in the risk factor section or any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or the corresponding sections or subsections of the Seller Disclosure Letter (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Seller Disclosure Letter to the extent it is readily apparent from such disclosure that such disclosure is applicable to such other section or subsection), the Parent hereby represents and warrants to the Acquiror as of the date hereof and as of the Closing Date (or such other date specified herein) as follows:

Section 4.01. Incorporation and Authority of the Parent. The Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Parent has full power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it is a party. The execution and delivery by the Parent of each of the Transaction Agreements to which it is a party, the performance by the Parent of its obligations under each of the Transaction Agreements to which it is a party and the consummation by the Parent of the transactions contemplated by each of the Transaction Agreements to which it is a party have been or will be prior to the Closing (as applicable) duly authorized by all requisite corporate action on the part of the Parent. Each of the Transaction Agreements to which the Parent is a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by the Parent. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Parent is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of the Parent, enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect

of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 4.02. Capital Structure of the Seller. Section 4.02 of the Seller Disclosure Letter sets forth the Parent’s direct or indirect ownership of the Capital Stock of the Seller expressed as a percentage, the name of each other holder of Capital Stock in the Seller and the direct or indirect ownership of the Seller by such holders expressed as a percentage. There are no Rights relating to any Capital Stock set forth on Section 4.02 of the Seller Disclosure Letter.

Section 4.03. No Conflict. Provided that all consents, approvals, authorizations and other actions described in Section 4.04 have been obtained or taken, the execution and delivery by the Parent of, the performance by the Parent of its obligations under, and the consummation of the transactions contemplated by each of the Transaction Agreements to which it is a party do not and will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Parent, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Parent or by which it or any of its properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give to any Person any rights of termination, acceleration or cancellation of, or result in a loss of rights under, or result in the creation of any Lien (other than Permitted Liens) on any of the assets or properties of the Seller, the Company or any of the Transferred Subsidiaries pursuant to, any Contract to which the Parent is a party or by which it or any of its properties, assets or businesses is bound or subject except, in the case of clause (c) of this Section 4.03, for any such conflicts, violations, breaches, defaults, consents, terminations, accelerations, cancellations, losses of rights or creations that, individually or in the aggregate, would not (i) have a Company Material Adverse Effect or (ii) materially impede or materially delay, or would not reasonably be expected to materially impede or materially delay the ability of the Parent to perform its obligations under, or to consummate the transactions contemplated by, any of the Transaction Agreements to which it is a party.

Section 4.04. Consents and Approvals. Except as may result from the identity or regulatory status of the Acquiror or its Affiliates, and except in connection, or in compliance, with (a) the notification and waiting period requirements of the HSR Act and (b) the Governmental Approvals required by applicable Law that are set forth in Section 4.04 of the Seller Disclosure Letter, the execution and delivery by the Parent of each of the Transaction Agreements to which it is a party do not, and the performance by the Parent of its obligations under, and the consummation by the Parent of the transactions contemplated by each of the Transaction Agreements to which it is a party will not, require any Governmental Approval to be obtained or made by the Parent.

Section 4.05. Absence of Litigation. Except as set forth on Section 4.05 of the Seller Disclosure Letter, there are no Actions pending or, to the Knowledge of the Parent, threatened in writing against, relating to or affecting the Parent or any of its assets, properties or businesses which would (a) reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or

business, taken as a whole, in any material respect or (b) materially impede or materially delay, or would reasonably be expected to materially impede or materially delay the ability of the Parent to perform its obligations under, or to consummate the transactions contemplated by, any of the Transaction Agreements to which it is a party.

Section 4.06. Compliance with Laws. Except as set forth on Section 4.06 of the Seller Disclosure Letter, the Parent is not, and has not been, since January 1, 2007, in violation of (a) its certificate of incorporation and by-laws, (b) any Laws or Governmental Orders applicable to it or its assets, properties or businesses, or (c) its material Permits, except, in the case of clauses (b) and (c), for violations that, individually or in the aggregate, would not (i) reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or businesses, taken as a whole, in any material respect or (ii) materially impede or materially delay, or would not reasonably be expected to materially impede or materially delay the ability of the Parent to perform its obligations under, or to consummate the transactions contemplated by, any of the Transaction Agreements to which it is a party. Since January 1, 2007, none of the Parent nor any of its Affiliates has received any written notice from any Governmental Authority that alleges any material noncompliance (or that the Parent is under any investigation by such Governmental Authority for any such alleged material noncompliance) with any Governmental Order, material Permit or material Law applicable to the Parent or any of its properties, assets or businesses; except for any such noncompliance which, individually or in the aggregate, would not (A) reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or businesses, taken as a whole, in any material respect or (B) materially impede or materially delay, or would not reasonably be expected to materially impede or materially delay the ability of the Parent to perform its obligations under, or to consummate the transactions contemplated by, any of the Transaction Agreements to which it is a party. The Parent is not a party to, and neither of the Parent nor its assets, properties or businesses is bound by, any Governmental Order that, individually or in the aggregate, would (1) reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or businesses, taken as a whole, in any material respect or (2) materially impede or materially delay, or would reasonably be expected to materially impede or materially delay the ability of the Parent to perform its obligations under, or to consummate the transactions contemplated by, any of the Transaction Agreements to which it is a party.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

Except as set forth in any reports, filings, or statements filed by the Acquiror or any of its Subsidiaries with the SEC (excluding, in each case, any disclosures set forth in the risk factor section or any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or the corresponding sections or subsections of the disclosure letter delivered to the Seller by the Acquiror concurrently with entering into this Agreement (the “Acquiror Disclosure Letter”) (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Acquiror Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Acquiror Disclosure Letter to the extent it is readily apparent from such disclosure that such disclosure is

applicable to such other section or subsection), the Acquiror hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date (or such other date specified herein) as follows:

Section 5.01. Incorporation, Qualification and Authority of the Acquiror. The Acquiror is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has full power and authority to own or lease and operate its assets and to conduct its business as currently conducted. Each applicable Affiliate of the Acquiror which is a party to any Transaction Agreement is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has full power and authority to own or lease and operate its assets and properties and to conduct its business as currently conducted. The Acquiror or the applicable Affiliate of the Acquiror (as applicable) has full power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it is a party. The Acquiror or the applicable Affiliate of the Acquiror (as applicable) is duly qualified as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its activities makes such qualification and good standing necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect. The execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of each of the Transaction Agreements to which it is a party, the performance by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of its obligations under each of the Transaction Agreements to which it is a party and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party have been or will be prior to the Closing (as applicable) duly authorized by all requisite limited liability company, corporate or other similar organizational action on the part of the Acquiror or the applicable Affiliate of the Acquiror (as applicable). Each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by the Acquiror or the applicable Affiliate of the Acquiror (as applicable). Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 5.02. Incorporation, Qualification and Authority of Subsidiaries of the Acquiror.

(a) Each of the Material Subsidiaries of the Acquiror is a corporation or other organization duly incorporated or organized, validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the Laws of its jurisdiction of incorporation or organization and has full power and authority to own or lease and operate its assets and properties and to conduct its business as currently conducted. Each of the Material Subsidiaries of the Acquiror is duly qualified as a foreign corporation or other organization to do business, and is in good standing (or the equivalent, if any, in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its activities makes such qualification and good standing (or the equivalent, if any, in the applicable jurisdiction) necessary, except where the failure to be so qualified or in good standing (or the equivalent, if any), individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect, (i) none of the Material Subsidiaries of the Acquiror is the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar proceeding and (ii) none of the Material Subsidiaries of the Acquiror is operating under any formal or informal agreement or understanding with a Governmental Authority that restricts its authority to do business or requires it to take, or refrain from taking, any action, other than generally applicable Law or regulatory interpretations thereof.

Section 5.03. Capital Structure of the Acquiror and its Material Subsidiaries; Ownership and Transfer of the Non-Cash Consideration.

(a) The Acquiror has an authorized capitalization as set forth in the Acquiror SEC Documents. All of the outstanding shares (or other applicable units) of each class or series of Capital Stock of each of the Material Subsidiaries of the Acquiror have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or subscription rights enforceable under applicable Law. As of the Closing Date, the Common Stock Consideration, the Acquiror Interim Preferred Stock to be issued and delivered pursuant to this Agreement and the Acquiror Equity Unit Preferred Stock will have been duly authorized and validly issued, will be fully paid and nonassessable and will not have been issued in violation of any preemptive or subscription rights enforceable under applicable Law. As of the Closing Date, the Equity Units Documents, the Equity Units (including the Stock Purchase Contracts forming a Component Security of the Equity Units) and the Debt Securities will have been duly authorized by all necessary corporate action on the part of the Acquiror; as of the Closing Date, the Equity Units, the Stock Purchase Contract Agreement, the Pledge Agreement and the Stock Purchase Contracts forming a Component Security of the Equity Units will be valid and binding obligations of the Acquiror, enforceable against it in accordance with their terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of

whether enforcement is sought in a proceeding in equity or at law); and as of the relevant Exchange Date (as defined in the relevant Equity Unit Preferred Stock Certificate of Designations), the relevant Debt Securities will be valid and binding obligations of the Acquiror, enforceable against it in accordance with their terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally. Except as set forth on Section 5.03(a) of the Acquiror Disclosure Letter or as contemplated by the Transaction Agreements, there are no Rights obligating or which may obligate the Acquiror or any of the Material Subsidiaries to issue, sell, purchase, return or redeem, or otherwise dispose of, transfer or acquire, any shares (or other applicable units) of its Capital Stock or securities (including bonds, debentures, notes or other Indebtedness having general voting rights or securities convertible into such bonds, debentures, notes or other Indebtedness) convertible into or exchangeable for any shares (or other applicable units) of its Capital Stock (including the Equity Units), in each case, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction or happening of any other condition or contingency. Except for any stockholder approvals required pursuant to the NYSE’s shareholder approval requirements with respect to the issuance of the Acquiror Stock upon conversion of the Acquiror Interim Preferred Stock, as of the Closing Date, the issuance of the shares of the Acquiror Stock underlying the Stock Purchase Contracts or to be issuable or deliverable upon conversion of the Acquiror Interim Preferred Stock will have been duly authorized by all necessary corporate action on the part of the Acquiror and upon the issuance of the Acquiror Stock underlying the Stock Purchase Contracts or, upon conversion of the Acquiror Interim Preferred Stock, such shares of Acquiror Stock will (A) be duly authorized by all necessary corporate action on the part of the Acquiror, (B) be validly issued, fully paid and nonassessable, (C) not have been issued in violation of any preemptive or other similar right, and (D) if such shares are treasury shares, be free of any adverse claim. There are no shares (or other applicable units) of any Capital Stock of the Acquiror reserved for issuance other than the shares of Acquiror Stock reserved for issuance (1) pursuant to the Equity Units, (2) upon conversion of the Acquiror Interim Preferred Stock, (3) under the Acquiror’s 2000 Stock Incentive Plan, as amended, 2000 Directors Stock Plan, as amended, 2005 Stock and Incentive Compensation Plan, as amended, 2005 Non-Management Director Stock Compensation Plan and Long-Term Performance Compensation Plan and (4) in connection with the Acquiror’s 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066, the Acquiror’s MetLife, Inc. Capital Trust IV’s 7.875% Fixed-to-Floating Rate Exchangeable Surplus Trust Securities X-SURPS automatically exchangeable in specified circumstances into 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067, the Acquiror’s MetLife, Inc. Capital Trust X’s 9.250% Fixed-to-Floating Rate Exchangeable Surplus Trust Securities X-SURPS automatically exchangeable in specified circumstances into 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068, the Acquiror’s 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069 and any future issuances of hybrid securities by, or sponsored by, the Acquiror. Except as set forth on Section 5.03(a) of the Acquiror Disclosure Letter, there are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar Contracts of the Acquiror. The Acquiror will issue the outstanding Non-Cash Consideration free and clear of all Liens, other than any Liens arising as a result of any of the

Transaction Agreements or restrictions on transfer imposed on equity securities by applicable securities Law.

(b) As of the Closing Date, except for this Agreement, the Investor Rights Agreement and restrictions generally imposed on equity securities under applicable securities Law, there will be no voting trusts, stockholder agreements, proxies, preemptive rights, rights of first refusal, rights of first offer or other rights, restrictions or Contracts in effect with respect to the voting, transfer or dividend rights of any of the Acquiror Securities. From December 31, 2009 to the date hereof, the Acquiror has not declared, set aside, made or paid any dividend or other distribution in respect of its Capital Stock.

Section 5.04. No Conflict. Provided that all consents, approvals, authorizations and other actions described in Section 5.05 have been obtained or taken, and subject to the Acquiror obtaining any stockholder approval required pursuant to the NYSE’s shareholder approval requirements for the issuance of the Acquiror Stock upon conversion of the Acquiror Interim Preferred Stock, the execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of Transaction Agreements to which it is a party, the issuance of the Common Stock Consideration, the Acquiror Interim Preferred Stock and the Equity Units (including their Component Securities), the issuance of the shares of Acquiror Stock upon conversion of the Acquiror Interim Preferred Stock, the performance by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of its obligations under each of the Transaction Agreements to which it is a party, and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party do not and will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Acquiror or the applicable Affiliate of the Acquiror (as applicable) or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give to any Person any rights of termination, acceleration or cancellation of, or result in a loss of rights under, or result in the creation of any Lien (other than Acquiror Permitted Liens) on any of the assets or properties of the Acquiror or any of its Affiliates pursuant to, any Contract to which the Acquiror or any of its Affiliates is a party or by which any of them or any of their respective properties, assets or businesses is bound or subject, except, in the case of clause (c) of this Section 5.04, for any such conflicts, violations, breaches, defaults, consents, terminations, accelerations, cancellations, losses of rights or creations that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.05. Consents and Approvals. Except as may result from the identity or regulatory status of the Parent, the Seller or their respective Affiliates and except in connection, or in compliance, with (a) the notification and waiting period requirements of the HSR Act and (b) the Governmental Approvals required by applicable Law that are set forth on Section 5.05 of the Acquiror Disclosure Letter, the execution and delivery by the Acquiror or the

applicable Affiliate of the Acquiror (as applicable) of each of the Transaction Agreements to which it is a party do not, and the performance by the Acquiror or the applicable Affiliate of Acquiror (as applicable) of its obligations under, and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party, including the issuance of the Common Stock Consideration, the Acquiror Interim Preferred Stock and the Equity Units (including their Component Securities) and the issuance of the shares of Acquiror Stock pursuant to the Stock Purchase Contracts or upon conversion of the Acquiror Interim Preferred Stock, will not, require any Governmental Approval to be obtained or made by the Acquiror or the applicable Affiliate of the Acquiror (as applicable).

Section 5.06. Financial Information; Absence of Undisclosed Liabilities.

(a) Acquiror has filed with, or furnished to, the SEC all required Acquiror SEC Documents. As of their respective dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in or omitted from any Acquiror SEC Document has been timely corrected by a later-filed Acquiror SEC Document. The financial statements of Acquiror included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial condition and the consolidated results of operations and cash flows of the Acquiror and its consolidated Subsidiaries as of their respective dates and for the respective periods covered thereby (except, in the case of unaudited statements, for the absence of footnote disclosure and for normal and recurring year-end audit adjustments).

(b) True, correct and complete copies of the Acquiror Statutory Statements have been made available to the Seller, in each case together with any exhibits, schedules and notes thereto. Each of the Acquiror Statutory Statements (except as expressly set forth in such Acquiror Statutory Statements) (i) were prepared from the books and records of the applicable Acquiror Insurance Company, (ii) were filed with or submitted to the applicable Domiciliary Regulator of such Acquiror Insurance Company on forms prescribed or permitted by such Domiciliary Regulator and (iii) were prepared, in all material respects in accordance with SAP applied on a consistent basis during the periods involved, and present fairly and accurately, in all material respects, the statutory financial position and results of operations of such Acquiror Insurance Company as of their respective dates or for the respective periods covered thereby. No material deficiency has been asserted in writing with respect to any of the Acquiror Statutory Statements by any Domiciliary Regulator since January 1, 2007.

(c) The Acquiror maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Acquiror’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. As disclosed in the Acquiror’s Annual Report on Form 10-K for the year ended December 31, 2008, the Acquiror’s internal control over financial reporting was effective as of December 31, 2008 and the Acquiror has no Knowledge of any material weaknesses in its internal control over financial reporting.

(d) The Acquiror and its consolidated Subsidiaries employ disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Acquiror in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Acquiror’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Acquiror has no Knowledge that its disclosure controls and procedures are not effective to achieve the foregoing objectives.

(e) Except (i) as reserved against or reflected in the Acquiror Financial Statements and Acquiror Statutory Statements, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since December 31, 2008 and (iii) as set forth in Section 5.06(e) of the Acquiror Disclosure Letter, there are no material liabilities or obligations of the Acquiror or any Material Subsidiary.

(f) The Acquiror and the Material Subsidiaries have devised and maintain systems of internal accounting controls with respect to their respective businesses sufficient to provide reasonable assurances that: (i) all transactions are executed in accordance with management’s general or specific authorization; (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and, as applicable, New York SAP and to maintain proper accountability for items; (iii) access to their respective properties and assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. There are no material weaknesses in the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) of the Acquiror or any of the Material Subsidiaries which would reasonably be expected to adversely affect in any material respect the ability of the Acquiror and any of the Material Subsidiaries in the aggregate to record, process, summarize and report financial data and there is no, and since January 1, 2007, there has not been any instances of, fraud which involves or involved management or other employees who have or had a significant role in the Acquiror’s internal controls over financial reporting, except any such instances that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect. Since January 1, 2007, neither the Acquiror nor any of the Material Subsidiaries has received, and the Acquiror does not otherwise have Knowledge of, any material complaint, allegation, assertion or claim, regarding the Acquiror’s or any of the Material Subsidiaries’ accounting or auditing practices, procedures, methodologies or methods, including

any material complaint, allegation, assertion or claim that the Acquiror or any of the Material Subsidiaries has engaged in questionable accounting or auditing practices, other than any such complaints, allegations, assertions or claims that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.07. Absence of Certain Changes.

(a) Except for the matters expressly permitted by this Agreement and except as described on Section 5.07 of the Acquiror Disclosure Letter, since December 31, 2009, (i) the Acquiror and the Material Subsidiaries have conducted the Acquiror Business in the Ordinary Course of Business and (ii) there has not been any fact, circumstance, event, change, violation, development, effect, condition or occurrence that, individually or in the aggregate, has had, or would reasonably be expected to have, an Acquiror Material Adverse Effect.

(b) Except (i) as expressly permitted by this Agreement, (ii) as set forth on Section 5.07 of the Acquiror Disclosure Letter or (iii) as required by applicable Law, during the period from September 30, 2009 to the date hereof, the Acquiror and the Material Subsidiaries have not taken any action that would have resulted in a breach of any of the covenants set forth in Section 6.02(z)(i) through (vi) if the Acquiror and the Material Subsidiaries had been subject to such covenants from September 30, 2009 to the date hereof.

Section 5.08. Absence of Litigation. Except as set forth on Section 5.08 of the Acquiror Disclosure Letter, there are no Actions pending or, to the Knowledge of the Acquiror, threatened in writing against, relating to or affecting the Acquiror or any of its Material Subsidiaries, which would reasonably be expected to (a) result in (i) Losses to the Acquiror or any Material Subsidiary in excess of $5,000,000 per Action or (ii) any permanent injunction or other form of equitable relief which would have an adverse effect in any material respect on any business operations of the Acquiror and its Material Subsidiaries, taken as a whole, or (b) otherwise adversely affect the Acquiror and its Material Subsidiaries, taken as a whole, or their assets, properties or business, taken as a whole, in any material respect other than, in each case, Actions involving claims under or in connection with Insurance Contracts in the Ordinary Course of Business.

Section 5.09. Compliance with Laws. Neither the Acquiror nor any of the Material Subsidiaries is, or has been since January 1, 2007, in violation of (a) its certificate of incorporation and by-laws (or comparable organizational documents), (b) any Laws or Governmental Orders applicable to it or its assets, properties or businesses or (c) its material Permits, except, in the case of clauses (b) and (c), for violations that individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect. Since January 1, 2007, none of the Acquiror or any of the Material Subsidiaries has received any written notice from any Governmental Authority that alleges any noncompliance (or that the Acquiror or any of the Material Subsidiaries is under any investigation by such Governmental Authority for any such alleged noncompliance) with any Governmental Order, material Permit or material Law applicable to the Acquiror or any of the Material Subsidiaries or any of their respective properties, assets or businesses, except for any such noncompliance that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect. None of the Acquiror or any of the Material Subsidiaries is a party to, and none of the

Acquiror, the Material Subsidiaries or any of their respective assets, properties or businesses is bound by, any Governmental Order that, individually or in the aggregate, would reasonably be expected to have an Acquiror Material Adverse Effect. The Acquiror is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, or any successor statute, has duly elected to be treated as a financial holding company thereunder and remains a financial holding company in good standing and is allowed to exercise all powers of a financial holding company.

Section 5.10. Investment Company. The Acquiror is not an “investment company,” as such term is defined in the Investment Company Act.

Section 5.11. Securities Matters. The Shares and the DelAm Shares are being acquired by the Acquiror for its own account and without a view to the public distribution or sale of any of the Shares or the DelAm Shares or any interest in them in violation of the Securities Act or applicable state and foreign securities Law. The Acquiror has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares and the DelAm Shares, and the Acquiror is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares and the DelAm Shares. The Acquiror understands and agrees that it may not sell, transfer, assign, pledge or otherwise dispose of any of the Shares or the DelAm Shares other than pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and applicable state and foreign securities Law.

Section 5.12. Financial Ability. Subject to the Parent’s and the Seller’s compliance with Section 6.16, the Acquiror will have at the Closing, all funds necessary to pay the Purchase Price and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements.

Section 5.13. Brokers. Except for Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated, HSBC Securities (USA) Inc. and Deutsche Bank Securities Inc. whose fees and commissions are obligations solely of the Acquiror and will be duly paid by the Acquiror, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Acquiror or its Affiliates.

Section 5.14. Amendment of Rights Agreement and Section 203 of the Delaware General Corporation Law.

(a) The Acquiror has taken all necessary actions to render the Rights Agreement, dated as of April 4, 2000, between the Acquiror and ChaseMellon Shareholder Services, L.L.C. (predecessor to Mellon Investor Services LLC) inapplicable to the transactions contemplated by this Agreement.

(b) The Acquiror has taken all action necessary to exempt this Agreement and the transactions contemplated hereby from the provisions of Section 203 of the Delaware General Corporation Law.

Section 5.15. Taxes.

(a) The Acquiror has filed all federal, state, local and non-U.S. Tax Returns that are required to be filed or has requested extensions thereof (except in any case in which the failure to file would not reasonably be expected to have an Acquiror Material Adverse Effect), and has paid all Taxes required to be paid by it to the extent such liability for Tax is due and payable, except (i) to the extent such liability for Tax is currently being contested in good faith, (ii) an adequate reserve has been established in accordance with generally accepted accounting principles for such liability for Tax, or (iii) the failure to pay such liability for Tax would not reasonably be expected to result in an Acquiror Material Adverse Effect.

(b) The Acquiror is taxed as a corporation for U.S. federal income tax purposes.

The parties agree that the representations and warranties set forth in this Section 5.15 are the only representations and warranties made by the Acquiror with respect to matters relating to Taxes (including Tax Returns, Tax Sharing Agreements, Tax claims, Actions for Taxes and Tax Controversies).

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.01. Seller Conduct of Business Prior to the Closing. During the period from the date hereof through the Closing, except (a) to the extent required or prohibited by applicable Law, (b) as otherwise expressly provided for in this Agreement, (c) for matters identified in Section 6.01 of the Seller Disclosure Letter, or (d) to the extent the Parent or the Seller provides advance written notice to the Acquiror pursuant to Section 12.02 of this Agreement and the Acquiror consents in writing or the Acquiror fails to respond to such notice within five Business Days of receipt of such notice, each of the Parent and the Seller shall (v) not amend, in any material respect, the LLC Agreement, (w) cause the Company and the Transferred Subsidiaries to conduct the Business in the Ordinary Course of Business except as may be prohibited in clause (z) below, (x) use its commercially reasonable efforts to cause the Company and the Transferred Subsidiaries to preserve intact and maintain their respective business organizations and current relationships and goodwill with the policyholders, Brokers, Client Companies, distribution partners and other customers, suppliers, regulators, rating agencies, agents, resellers, creditors, lessors, Employees and other business associates and service providers of and to their respective businesses, (y) cause the Company and the Transferred Subsidiaries to effect all transactions in Investment Assets in accordance with the Investment Guidelines in effect on the date hereof and (z) cause the Company and the Transferred Subsidiaries not to do any of the following:

(i) declare, set aside, make or pay any dividend or other distribution in respect of the Capital Stock of the Company or any Transferred Subsidiary except for cash dividends and distributions by any wholly owned Transferred Subsidiary to any other wholly owned Transferred Subsidiary or by any wholly owned Transferred Subsidiary to the Company, which shall be permitted;

(ii) repurchase, redeem, repay, retire or otherwise acquire any outstanding shares of Capital Stock or other securities issued by the Company or any of the Transferred Subsidiaries;

(iii) transfer, issue, sell, pledge, encumber or dispose of, or authorize the transfer, issuance, sale, pledge, encumbrance or disposition of, any shares of Capital Stock or other securities of the Company or any of the Transferred Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire any shares of Capital Stock or other securities of the Company or any of the Transferred Subsidiaries;

(iv) effect any recapitalization, reclassification, stock split or other change in the capitalization of the Company or any of the Transferred Subsidiaries;

(v) amend the certificate of incorporation or by-laws (or other comparable organizational documents) of the Company or any of the Transferred Subsidiaries except with respect to changes in the authorized representative of such Transferred Subsidiary;

(vi) (A) make any material change (1) in its reinsurance, hedging, reserving, risk management, compliance, valuation, financial or accounting policies, practices or principles in effect on the date hereof, or adopt or implement any new reinsurance, hedging, reserving, risk management, compliance, valuation, financial or accounting policies, practices or principles, except to the extent required by GAAP or SAP, or (2) except in the Ordinary Course of Business, in its underwriting, marketing, administration, claim processing and payment, selling or pricing policies, practices or principles or adopt or implement any new underwriting, marketing, administration, claim processing and payment, selling or pricing policies, practices or principles and (B) amend, terminate, supplement or otherwise modify the Investment Guidelines or implement new or replacement investment guidelines with respect to the Investment Assets;

(vii) subject to clause (xxiv) below, acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, in a single transaction or a series of transactions, other than (A) in connection with the management of the Investment Assets in accordance with the Investment Guidelines in effect on the date hereof, (B) treasury and cash management functions conducted by the Insurance Companies in the Ordinary Course of Business, (C) pursuant to reinsurance and co-insurance agreements entered into in the Ordinary Course of Business and not otherwise prohibited by this Section 6.01, (D) any transaction between the Company and any of its wholly owned Transferred Subsidiaries or between any wholly owned Transferred Subsidiary and any other wholly owned Transferred

Subsidiary, (E) in connection with the continued termination and wind-down of Securities Lending Management and (F) acquisitions with a purchase price (together with any related assumed liabilities) that does not exceed $5,000,000 individually;

(viii) subject to clause (xxiv) below, sell, issue, authorize for issuance, grant, deliver, award, dispose of, lease or otherwise transfer, or create or incur any Lien (other than Permitted Liens) on (in each case, by merger, consolidation, disposition of stock or assets or otherwise), any assets, securities (or other ownership or voting interests), properties, interests or businesses, in a single transaction or series of transactions, other than (A) in connection with the management of the Investment Assets in accordance with the Investment Guidelines in effect on the date hereof, (B) treasury and cash management functions conducted by the Insurance Companies in the Ordinary Course of Business, (C) pursuant to reinsurance and co-insurance agreements entered into in the Ordinary Course of Business and not otherwise prohibited by this Section 6.01, (D) any transaction between the Company and any of its wholly owned Transferred Subsidiaries or between any wholly owned Transferred Subsidiary and any other wholly owned Transferred Subsidiary, (E) in connection with the continued termination and wind-down of Securities Lending Management and (F) dispositions, leases or transfers with a sale or lease price (including any related assumed indebtedness) that does not exceed $5,000,000 individually;

(ix) (A) create, incur, assume, guarantee, endorse or otherwise become liable or responsible for (whether directly, contingently or otherwise) any Indebtedness or guarantees thereof with the exception of Indebtedness of the Company and the Transferred Subsidiaries to the Parent up to $250,000,000 in the aggregate, which Indebtedness shall be settled prior to or at, and will not be outstanding at, the Closing and which shall be extended on arm’s-length terms, (B) make any loans or advances of borrowed money or capital contributions to, or equity or other investments in, any other Person or (C) cancel or release any material Indebtedness owed to or claims held by the Company or any Transferred Subsidiary. Notwithstanding the foregoing, (1) any refinancing (including any extension, renewal or exchange) of existing Indebtedness for borrowed money shall be permitted, so long as the outstanding principal amount of the existing Indebtedness being refinanced, together with any unpaid accrued interest and premium thereon, is equal to or more than the principal amount of any such new Indebtedness being incurred together with any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing, (2) loans or borrowing by the Company or any of the Transferred Subsidiaries in the Ordinary Course of Business under lines of credit available as of the date hereof and previously disclosed to the Acquiror shall be permitted, (3) intercompany loans, guarantees or advances made among the Company or any of the Transferred Subsidiaries shall be permitted and (4) other Indebtedness incurred or assumed in connection with the transactions permitted pursuant to any of Section 6.01(z)(vii) and (viii) shall be permitted; provided, however, in no event shall the Parent or the Seller effect, or cause the Company or any Transferred Subsidiary to effect, any transaction with respect to any Indebtedness that is the subject of the Special Asset Protection Agreement; and provided, further, that in no event shall the Parent or the Seller create or originate or cause or permit

the Company or any Transferred Subsidiary to create or originate any junior or secondary Loan Interests without the prior approval of the Acquiror;

(x) (A) enter into any Reinsurance Contract or other similar Contract, whether as reinsurer or reinsured, involving initial or annual premium of more than $10,000,000, or any Real Property Lease, other than any renewal in the Ordinary Course of Business of a Real Property Lease expiring or required to be renewed prior to Closing, (B) other than in the Ordinary Course of Business, enter into any Contract that would be a Material Contract if in effect on the date hereof or (C) amend (in any material respect), terminate, renew or extend in any material respect any Material Contract or Reinsurance Contract, or grant any material waiver of any terms under, or give any material approval, consent, authorization or permit with respect to, any Material Contract or Reinsurance Contract;

(xi) except as required by the terms in effect on the date hereof of any Contract or any Benefit Plan, or any decreases directly related to restrictions, limitations or directives made by the Office of the Special Master for TARP Executive Compensation, (A) grant, increase, decrease, forfeit, accelerate the vesting or payment of or otherwise modify, or announce or promise to grant, any equity or equity-based awards to any Employee (including those individuals who will become Employees on or prior to the Closing Date), except to the extent such actions are directly related to restrictions, limitations or directives made by the Office of the Special Master for TARP Executive Compensation, (B) increase or decrease the wages or salaries payable to any Employee except for annual and/or merit increases for calendar year 2010 made in the Ordinary Course of Business; provided, however, that such annual and/or merit increase for any Employee whose base salary is greater than $150,000 as of the date hereof may not exceed the sum of (x) 5% of such base salary and (y) any adjustments to base compensation made in accordance with local currency inflation in the applicable non-U.S. jurisdiction, (C) grant, increase, decrease, cause to be forfeited, accelerate the vesting or payment of or otherwise modify any bonuses, severance pay, change in control benefits, cash incentive awards or other compensation payable or potentially available to any Employee or any current or former employee, agent, consultant, officer or director of the Company, any Transferred Subsidiary or any of their respective Affiliates, except for the actions contemplated in (1) Section 7.01(e) of this Agreement (and subject to the Acquiror’s rights with respect thereto), and (2) Section 6.01(xi)(C) of the Seller Disclosure Letter, and (D) establish, enter into, adopt, amend or otherwise modify (or promise to take any such action(s)) any Company Benefit Plan (or any arrangement that if entered into, adopted or amended would constitute a Company Benefit Plan), the Parent’s UK Pension Plan, the Parent Nonqualified Plans, the Annual Incentive Plan or the LTI Plan, or increase, decrease or accelerate the vesting or payment of any compensation or benefits available thereunder, including, but not limited to, any actions that prohibit or limit the Transferred Subsidiaries’ ability to amend (including the amount, time of payment and form of benefits) the group self-invested personal pension as identified and described in Section 6.01(z)(xi) of the Seller Disclosure Letter; it being understood that, with respect to the foregoing, (1) the Parent will not, and will not permit its Affiliates to, take any action that the Company and the Transferred Subsidiaries are not permitted to take pursuant to this Section 6.01(z)(xi) or (xii) below; (2) no action

permitted to be taken by this Section 6.01(z)(xi) shall be taken if it would cause any amounts payable to any Employee or former employee of the Company or any Transferred Subsidiary to be taxed under section 409A of the Code, and, with respect to any such former employee of the Company or any Transferred Subsidiary, only if the Company or any Transferred Subsidiary could have any liability or obligation with respect to such action; (3) the Parent may amend or otherwise modify the UK Pension Plan and the Parent Nonqualified Plans if such amendment or modification does not increase Acquiror’s liabilities or obligations under Section 7.01 of this Agreement, and such amendment or modification is not made specifically in relation to the Employees; (4) the Company and the Transferred Subsidiaries may, without the Acquiror’s prior written consent, amend the terms of the Employee Continuity Assurance Plans set forth on Section 3.13(a) of the Seller Disclosure Letter solely to extend the term of such plan to a date no later than December 31, 2011; and (5) the Parent may, with the Acquiror’s prior written consent (which will not be unreasonably withheld), announce, promise, make or otherwise modify any cash payments or announce, promise, accelerate, pay or otherwise modify any equity or equity-based awards (including such payments or awards set forth on, and in accordance with, Section 6.01(z)(xi)(5) of the Seller Disclosure Letter); provided, that (I) the Parent shall retain any and all liabilities and obligations with respect thereto, and (II) such acts or omissions do not increase Acquiror’s obligations under Section 7.01 of this Agreement;

(xii) except as set forth in Section 7.01(b), (A) hire or terminate the employment or services of any Employee, other than any such hiring of an Employee whose base salary rate or base wage rate is $150,000 or less or terminations made in the Ordinary Course of Business, or (B) transfer from the Company or a Transferred Subsidiary, as the case may be, the employment of any Employee whose duties relate primarily or exclusively to the Business;

(xiii) pay, discharge, satisfy, settle or compromise any actual or threatened Action against or adversely affecting any of the Company, the Transferred Subsidiaries or the Business (except for claims under Insurance Contracts within applicable policy limits), other than any payment, discharge, satisfaction, settlement or compromise that involves solely cash payments, which cash payments shall not be in excess of $1,500,000, individually, or $5,000,000, in the aggregate;

(xiv) (A) enter into any Contract between the Company or any Transferred Subsidiary, on the one hand, and (x) the Parent, the Seller or any of their respective Affiliates (other than the Company and the Transferred Subsidiaries) or (y) any officer, director, or shareholder of the Parent, the Seller or any of their respective Affiliates (including the Company and any Transferred Subsidiary) or, to the Knowledge of the Seller, any member of any such Person’s immediate family or an entity controlled by one or more of the foregoing, on the other hand, which cannot be terminated upon 60 days’ advance written notice by the Company or the Transferred Subsidiary party thereto without penalty or interest or (B) amend in any material respect, terminate, renew or extend, or grant any waiver of any terms under, in any material respect, or give any approval, consent, authorization or permit with respect to, in any material respect, any existing Related Party Agreement;

(xv) pay, discharge or satisfy any liabilities (other than liabilities with regard to Actions, which are the subject of clause (xiii) above), other than in the Ordinary Course of Business;

(xvi) change in any material respect the terms for, or policies with respect to, the payment of commissions or other compensation to any Broker, other than in the Ordinary Course of Business;

(xvii) conduct any material revaluation of any assets, other than in the Ordinary Course of Business consistent with GAAP or SAP (as applicable);

(xviii) reduce the amount of any Insurance Reserves, other than (A) as required by GAAP or SAP or (B) as a result of loss or expense payments to other parties in the Ordinary Course of Business in accordance with the terms of any Insurance Contract;

(xix) notwithstanding clauses (a)-(c) of this Section 6.01, except as otherwise agreed to by the parties and set forth on Section 6.01(z)(xix) of the Seller Disclosure Letter, or as required by a Determination or a change in Law with prospective effect, (A) make, change or rescind any material election relating to Taxes, other than (1) first year elections for U.S. federal, state and local income and franchise Tax purposes in accordance with the Company’s and the Transferred Subsidiaries’ past practices that are consistent with the elections the Company and the Transferred Subsidiaries had in effect for the taxable period ending on December 31, 2008, and (2) filing IRS Forms 8023 and 8883 relating to the SPV 338 Election in accordance with the requirements of Article VIII, (B) settle or compromise any Tax Controversy or forgo any right to a refund of Tax previously paid, in each case, except where the amount at stake in such individual controversy or refund is less than $1,500,000 and the aggregate amount of all settled or compromised controversies or foregone refunds is less than $5,000,000 after taking into account the controversy or refund for which this determination is being made, (C) other than first year elections for U.S. federal, state, and local income and franchise Tax purposes in accordance with the Company’s and the Transferred Subsidiaries’ past practices that are consistent with the elections the Company and the Transferred Subsidiaries had in effect for the taxable period ending on December 31, 2008, make any material change to any of its methods, policies or practices of Tax accounting or methods of reporting income or deductions for Tax purposes or change the basis for determining or computing any reserves from those employed in the preparation of its most recently filed Tax Return that has been provided to the Acquiror (which the parties agree for U.S. federal income tax purposes shall be for the taxable period ending on December 31, 2008), (D) amend, refile or otherwise revise any previously filed Tax Return, (E) request a ruling relating to a material amount of Taxes, (F) enter into or terminate any material agreement with a non-U.S. Tax Authority or any agreement with a U.S. Tax Authority (including not terminating or causing the revocation of the Withholding Tax Closing Agreement), (G) other than in the ordinary course of business, grant any power of attorney relating to Tax matters, or (H) prepare any Tax Return in a manner materially inconsistent with past practices; in each case, only to the extent the items described in sub-clauses (A) through (H) could reasonably be expected to adversely affect the

Acquiror or its Affiliates, the Company or any Transferred Subsidiary in a material manner after the Closing Date; provided that, if the Company or any of the Transferred Subsidiaries (or any Person on behalf of the Company or any of the Transferred Subsidiaries) are required by a change in Law with prospective effect or a Determination to conduct any of the actions described in sub-clauses (A) through (H), the Parent and the Seller shall timely notify the Acquiror (prior to taking (or permitting) such action) of the applicable change in Law with prospective effect or Determination and provided, further, that for purposes of this Section 6.01(z)(xix) (other than with respect to sub-clause (B)), an item or action shall not be considered “material” if the liability or consequence associated with such item or action (taking into account liabilities or consequences subsequent to the Closing Date) is less than $5,000,000 individually and the aggregate amount of liability or consequence associated with all items and actions taken under this clause (xix) (including the item and action for which this determination is being made) is less than $20,000,000;

(xx) make any material change in its Business (including entering into any new line of business, commencing or terminating business operations in any jurisdiction, or making any material change to the product mix of the Company and the Transferred Subsidiaries, taken as a whole);

(xxi) abandon, terminate or otherwise change in any material respect any Permit;

(xxii) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of the Company or any of the Transferred Subsidiaries;

(xxiii) terminate, cancel or amend, or cause the termination, cancellation or amendment of any insurance coverage to any material extent (and any surety bond, letters of credit, cash collateral or other deposits related thereto to be maintained with respect to such coverage) maintained by the Company or any of the Transferred Subsidiaries that is not replaced by comparable coverage;

(xxiv) engage in any purchases, acquisitions, commitments, sales, transfers or dispositions of investment assets, directly or indirectly, with any Affiliate that is not the Company or a Transferred Subsidiary, unless such purchases, acquisitions, commitments, sales, transfers or dispositions constitute (A) investment assets belonging to one or more separate accounts of the Company or any Transferred Subsidiary, or (B) any purchases, acquisitions, commitments, sales, transfers or dispositions contemplated by Section 6.08(c) and (d) of this Agreement; and

(xxv) enter into any legally binding commitment with respect to any of the foregoing.

Section 6.02. Acquiror Conduct of Business Prior to the Closing. During the period from the date hereof through the Closing, except (a) to the extent required or prohibited by applicable Law, (b) as otherwise expressly provided for in this Agreement, (c) for

matters identified in Section 6.02 of the Acquiror Disclosure Letter, or (d) to the extent the Acquiror provides advanced written notice to the Seller pursuant to Section 12.02 of this Agreement and the Seller consents in writing or the Seller fails to respond to such notice within five Business Days of receipt of such notice, the Acquiror shall, and shall cause the Material Subsidiaries to (x) conduct its and their respective businesses in the Ordinary Course of Business except as may be prohibited in clause (z) below, (y) use its commercially reasonable efforts to preserve intact and maintain their respective business organizations and relationships and goodwill with their policyholders and other customers, suppliers, regulators, rating agencies, agents, resellers, creditors, lessors, employees and other business associates and service providers of and to their respective businesses and (z) not do any of the following:

(i) declare, set aside, make or pay any dividend or other distribution in respect of the common stock par value $0.01 per share of the Acquiror, except for regular cash dividends consistent with past practice;

(ii) effect any recapitalization, reclassification, stock split, stock dividend or other change in the capitalization of the Acquiror;

(iii) amend the certificate of incorporation or by-laws (or other comparable organizational documents) of the Acquiror except for any such amendments the purpose of which is to effect or amend any ethics, compensation or governance policies of the Acquiror;

(iv) engage in any action or activity that would require the Acquiror to obtain the approval of its shareholders in connection with the consummation of the transactions contemplated by the Transaction Agreements prior to Closing;

(v) issue any security if the terms (but not the issuance) of such security is conditioned upon the consummation of the transactions contemplated by the Transaction Agreements (it being acknowledged for the avoidance of doubt that nothing in this clause (v) shall prohibit or limit in any way the issuance by the Acquiror of securities the redemption of which may be conditioned on the occurrence of the Closing or the issuance of debt securities in escrow); or

(vi) enter into any legally binding commitment with respect to any of the foregoing.

Section 6.03. Access to Information.

(a) From the date hereof until the Closing Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Seller and the Parent shall, and shall cause each of the Company and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Seller, the Parent and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business, (ii) furnish to the Representatives of the Acquiror such additional financial data, investment

activity reports and other information regarding the Company, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the actions contemplated in Section 7.01 of this Agreement and with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require either the Seller, the Parent, the Company or any of the Transferred Subsidiaries, or any such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Seller, the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller, the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Seller, the Parent, the Company or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Seller and the Parent shall, and shall cause the Company and the Transferred Subsidiaries, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Seller or the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, the Parent, the Company and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 6.03(a). Any information provided pursuant to this Section 6.03(a) shall be subject to the Confidentiality Agreements. The Acquiror shall reimburse the Seller, the Parent and their respective Affiliates, in cash, promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Seller and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 6.03(a). The Acquiror shall indemnify and hold harmless the Seller, the Parent, and their respective Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions.

(b) In addition to the provisions of Section 6.04, from and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the

preparation of filings and submissions to Governmental Authorities, (iii) the conduct of any litigation, (iv) any applicable Governmental Orders, (v) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vi) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed upon by the parties), the Acquiror shall, and shall cause the Company and the Transferred Subsidiaries and any such Person’s respective Representatives to, (A) afford the Parent, the Seller and the Representatives of each of the Seller and the Parent reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Acquiror and its Affiliates in respect of the Company, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Parent, the Seller and the Representatives of each of the Seller and the Parent such additional financial data and other information regarding the Company, the Transferred Subsidiaries and the Business as the Seller, the Parent or their respective Representatives may from time to time reasonably request and (C) other than for proceedings involving the Acquiror and its Affiliates, use reasonable efforts to make available to the Parent, the Seller and the Representatives of each of the Seller and the Parent, the employees of the Acquiror and its Affiliates in respect of the Company, the Transferred Subsidiaries and the Business whose assistance, expertise, testimony, notes and recollections or presence are necessary to assist the Seller or the Parent, or their respective Affiliates or Representatives in connection with the Seller’s, the Parent’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 6.03(b), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that absent a demonstrable need for data and information related to periods subsequent to the Closing, the rights of access of the Representatives of each of the Seller and the Parent pursuant to clauses (A) through (B) above shall be limited to books, data, files, information and records related to periods ended at or prior to the Closing; provided, further, that all information provided pursuant to this Section 6.03(b) shall be subject to the obligation of confidentiality set forth in Section 6.05(b); provided, further, that nothing herein shall require either the Acquiror, the Company or any of the Transferred Subsidiaries or any of their respective Affiliates or Representatives to disclose any information to the Seller or the Parent or any of their respective Affiliates or Representatives or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Acquiror, the Company and/or the Transferred Subsidiary, and/or such Person’s Affiliates or Representatives, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Acquiror or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Acquiror or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Acquiror shall, and shall cause its Affiliates, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Acquiror, the Seller or the Parent, as the case may be, shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror and its

Affiliates with respect to any information to be provided to the Seller or the Parent or their respective Representatives pursuant to this Section 6.03(b). The Seller shall reimburse the Acquiror and its Affiliates promptly for any reasonable and necessary third party out-of-pocket expenses incurred by the Acquiror and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Seller, the Parent or their respective Representatives in connection with this Section 6.03(b). The Seller and the Parent shall indemnify and hold harmless the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries) from and against any Losses that may be incurred by any of them arising out of or related to the use, storage or handling by the Parent, the Seller and the Representatives of each of the Seller and the Parent of (1) any personally identifiable information relating to employees, Brokers, policyholders or customers of the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries) and (2) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Parent, the Seller and the Representatives of each of the Seller and the Parent is afforded access pursuant to the terms of this Agreement solely to the extent any such Losses are the result of the actions or omissions of the Parent, the Seller or the Representatives of each of the Seller or the Parent.

(c) From and after the Closing Date, in connection with (i) the actions contemplated by Section 7.01, (ii) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (iii) the preparation of filings and submissions to Governmental Authorities, (iv) the conduct of any litigation, (v) the transfer of any Permits, (vi) any applicable Governmental Orders, (vii) the enforcement of any right or remedy relating to any of the Transaction Agreements or (viii) compliance with applicable Law, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Parent and the Seller shall, and shall cause their respective Representatives to, (A) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Parent and the Seller and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business and their personnel, (B) furnish to the Acquiror and the Representatives of the Acquiror such additional financial data and other information regarding the Company, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (C) other than for proceedings involving the Seller and its Affiliates, use reasonable efforts to make available to the Acquiror and the Representatives of the Acquiror, the employees of the Parent and the Seller and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business and their personnel whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Acquiror or its Affiliates or Representatives in connection with the Acquiror’s or such Affiliates’ or Representatives’ inquiries for any of the purposes referred to in this Section 6.03(c), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that nothing herein shall require either the Parent or the Seller or any of their respective Affiliates or Representatives to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Parent and/or the Seller, and/or their respective Affiliates or Representatives, as the case may be, shall have used its

commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Seller, the Parent or any of their respective Affiliates; and provided, further, that the auditors and independent accountants of the Seller, the Parent or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Seller and the Parent shall, and shall cause their respective Affiliates, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Seller, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, the Parent or any of their respective Affiliates with respect to any information to be provided to the Acquiror or its Affiliates pursuant to this Section 6.03(c). The Acquiror shall reimburse the Seller, the Parent and their respective Affiliates promptly, in cash, for any reasonable and necessary third party out-of-pocket expenses incurred by the Seller, the Parent or any of their respective Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 6.03(c).

(d) Notwithstanding any provision to the contrary, the provisions of Section 6.03(a), Section 6.03(b) and Section 6.03(c) above shall not apply to any matter relating to Taxes or Tax Returns as all such matters are governed exclusively by the provisions set forth in Article VIII.

Section 6.04. Books and Records.

(a) Subject to Section 6.05(b) and Article VIII, the Seller and its Affiliates shall have the right to retain copies of all books, data, files, information and records in any media (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) of each of the Company and the Transferred Subsidiaries and their respective businesses relating to periods ending on or prior to the Closing Date (i) relating to information (including employment and medical records) regarding the Employees, (ii) as required by any Governmental Authority pursuant to applicable Law or as may be requested thereby or (iii) as may be necessary for the Seller and its Affiliates to perform their respective obligations pursuant to the Transaction Agreements, in each case subject to compliance with all applicable privacy Laws, policies and obligations of the Company and the Transferred Subsidiaries made to the past, present or prospective customers, claimants, beneficiaries, employees or agents and with the Seller’s and its Affiliates’ existing preservation and retention policies and obligations; provided that the applicable books, data, files, information and records retained pursuant to clause (iii) shall be delivered to the Company and the Transferred Subsidiaries at the Seller’s and its Affiliates’ expense once they are no longer needed for the Seller and its Affiliates to perform their respective obligations under the Transaction Agreements. With respect to all original books, data, files, information and records of each of the Company and the Transferred Subsidiaries existing as of the Closing Date, the Acquiror shall, and shall cause each of the Company and the Transferred Subsidiaries to, (A) comply in all material respects with all applicable Law, including the Code, relating to the preservation and retention of records, (B) apply preservation and retention policies that are no less stringent than

those generally applied by the Acquiror and (C) until notice is received from the Seller of the expiration of the survival period described in Section 8.05(b), preserve and retain all such original books, data, files, information and records solely to the extent required under applicable Law for Tax purposes and thereafter to dispose of such original books, data, files, information and records only after it shall have given the Seller 90 days’ prior written notice of such disposition and the opportunity (at the Seller’s expense) to remove and retain such information (which shall be treated as confidential information); provided that the Acquiror shall have no such obligation to provide such original books, data, files, information and records to the extent that doing so would violate applicable Law, violate any commitments in privacy policies or obligations made with respect to privacy or result in the waiver of any attorney-client privilege;

(b) Notwithstanding anything to the contrary contained herein or in any other Transaction Agreement, to the extent that the Seller or its Affiliates may possess books, records, files, tapes, software, documents or other materials (i) containing both data relating to the Company or the Transferred Subsidiaries and data relating to the Parent and its Affiliates (other than the Company or the Transferred Subsidiaries), (ii) that are not used in the operation of, or necessary to, the conduct of the Business as currently conducted, (iii) that have been or will be retained pursuant to applicable Law or for regulatory purposes, including pursuant to a Litigation Hold or otherwise, (iv) the possession of which by the Parent or the Seller would not violate any privacy policies or legal or contractual obligations of the Company and the Transferred Subsidiaries with respect to privacy, (v) with respect to which, to the Knowledge of the Seller, the Company or the Transferred Subsidiaries have duplicate copies of any data relating to the Company or the Transferred Subsidiaries, and (vi) with respect to which it would not be commercially reasonable for the Seller to separate such data, books, records, files, tapes, software, documents, or other materials relating to the Company or the Transferred Subsidiaries from such data and materials relating to the Seller, the Parent, or any of their respective Affiliates (other than the Company or the Transferred Subsidiaries) (“Archived Files”), the parties agree that the Archived Files are not the property of the Company or the Transferred Subsidiaries and are not sold, transferred or conveyed pursuant to this Agreement or any other Transaction Agreement. The Seller and the Parent agree that they shall, and shall cause their Affiliates to, maintain and treat any data in such duplicate Archived Files in accordance with Section 6.05 as if such Archived Files are the Other Party’s Confidential Information and shall, and shall cause their Affiliates to, maintain and dispose of such Archived Files in accordance with applicable Law. The Seller or the Parent shall provide the Acquiror, at the Acquiror’s expense, reasonable access to the Archived Files relating to the Company or the Transferred Subsidiaries during normal business hours, to the extent that such Archived Files have not been disposed according to this Section 6.04.

Section 6.05. Confidentiality.

(a) The terms of (i) the confidentiality agreement, dated December 15, 2008, between the Parent and the Acquiror, (ii) the confidentiality agreement dated July 24, 2009, between the Parent and the Acquiror and (iii) the confidentiality agreement, dated January 22, 2010, between the Parent and the Acquiror (the “Acquiror Confidentiality Agreement” and collectively, the “Confidentiality Agreements”) are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing (notwithstanding any prior expiration in accordance with their terms that would otherwise occur), at which time the

Confidentiality Agreements shall terminate and become void with no liability on the part of any party thereto except for liabilities that arose prior to the Closing; provided, however, that each of the Parent and the Acquiror agrees that Paragraph 5 of the Confidentiality Agreements identified in clauses (i) and (iii) above shall terminate and be of no further force and effect as of the date hereof. If, for any reason, the transactions contemplated by this Agreement are not consummated, the Confidentiality Agreements shall nonetheless continue in full force and effect in accordance with their terms.

(b) From and after the Closing, the Parent and the Seller, on the one hand, and the Acquiror, on the other hand, shall, and shall cause their respective Affiliates and Representatives to, maintain in confidence, and not use or exploit for any purpose other than in connection with fulfilling their respective obligations under the Transaction Agreements, any written, oral or other information relating to or obtained from the other party or its Affiliates (the “Other Party’s Confidential Information”), except to the extent that (i) any such Other Party’s Confidential Information is or becomes generally available to the public other than (A) in the case of information relating to or obtained from the Acquiror, its Affiliates or any of their respective Representatives, as a result of disclosure by the Seller, its Affiliates or any of their respective Representatives of such information and (B) in the case of information relating to or obtained from the Seller, its Affiliates or any of their respective Representatives, as a result of disclosure by the Acquiror or any of its Affiliates or any of their respective Representatives of such information, (ii) the Parent, the Seller or any of their respective Affiliates, on the one hand, or the Acquiror or any of its Affiliates, on the other hand, is, upon the advice of legal counsel, legally compelled to disclose any such Other Party’s Confidential Information (including any report, statement, testimony or other submission to a Governmental Authority) pursuant to applicable Law or any Governmental Order, or by such Governmental Authority, after prior written notice has been given to the Seller, in the case of compelled disclosure by the Acquiror or any of its Affiliates, or to the Acquiror, in the case of compelled disclosure by the Parent, the Seller or any of their respective Affiliates, provided that no such notice is required if prohibited by applicable Law, (iii) any such Other Party’s Confidential Information is reasonably necessary to be disclosed in connection with any Action, or in any dispute, with respect to the Transaction Agreements (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing party in the course of any Action, investigation or administrative proceeding), (iv) any such Other Party’s Confidential Information was or becomes available to such party on a non-confidential basis and from a source (other than a party hereto or any Affiliate or Representative of such party) that is not bound by a confidentiality agreement with respect to such Other Party’s Confidential Information or (v) after the Closing any such Other Party’s Confidential Information becomes known or available pursuant to or as a result of the carrying out of the provisions of any Ancillary Agreement (which information shall be governed by the confidentiality provisions set forth in such Ancillary Agreement). In the event that the Parent, the Seller or any of their respective Affiliates, on the one hand, or the Acquiror or any of its Affiliates, on the other hand, becomes legally compelled to disclose any such Other Party’s Confidential Information, the Acquiror, the Parent and the Seller, as the case may be, as the disclosing party, shall cooperate with the party whose information is being disclosed (at such disclosing party’s expense) to obtain a protective order or similar remedy to cause such Other Party’s Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the

disclosing party shall furnish only that portion of such Other Party’s Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed information. Each of the Acquiror, the Parent and the Seller shall, and shall cause their respective Affiliates to, protect such Other Party’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Other Party’s Confidential Information as the Acquiror, the Parent or the Seller, as the case may be, used to protect its own confidential information prior to the date hereof. For the avoidance of doubt, neither the Acquiror nor any of its Affiliates shall have any obligation to maintain the confidentiality of any information about the Company or any of the Transferred Subsidiaries after the Closing. Each of the parties hereto shall instruct its Affiliates and Representatives having access to such information of such obligation of confidentiality. For the avoidance of doubt, the parties hereto may disclose information about the tax treatment and tax structure of the transactions contemplated by this Agreement (including any facts or materials relating thereto or reasonably necessary to understand such treatment or structure).

(c) Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the Parent, the Seller and their respective Representatives may, without notifying the Acquiror or any other Person, share any information relating to or obtained from any of the Acquiror or its Affiliates with (i) subject to the terms and conditions of the Nondisclosure Agreement, dated September 25, 2008, between the FRBNY and the Parent (the “FRBNY NDA”) as in effect on the date hereof, the FRBNY and its Representatives, (ii) the U.S. Treasury and its Representatives and (iii) the Board of Governors of the Federal Reserve System and its Representatives (the Persons identified in clauses (i), (ii) and (iii) collectively, the “Government Recipients”), in each case as the Parent and the Seller deem may be reasonably necessary or advisable in its good faith judgment; provided that the Parent and the Seller shall, to the extent permitted under applicable Law, request confidential treatment of any of the information included therein and shall exercise their reasonable best efforts to enforce the FRBNY NDA with respect to any such information that the Parent and the Seller may disclose to the FRBNY; provided, further, that this provision shall not apply to any information regarding Taxes, or any matters relating to Taxes, other than with respect to the tax treatment or tax structure of the transactions contemplated by this Agreement. The Seller shall promptly notify the Acquiror in the event the Parent and the Seller learn that any Government Recipient has been requested or required to disclose any such information or has taken any action that, if taken by the Parent or the Seller, would be deemed a breach of this Section 6.05.

Section 6.06. Regulatory and Other Authorizations.

(a) Each of the Acquiror, the Seller and the Parent shall use its reasonable best efforts to obtain as promptly as reasonably practicable any Governmental Approvals that are necessary, proper or advisable (whether so necessary, proper or advisable prior to, at or after the Closing) under the Transaction Agreements and applicable Law to consummate and make effective the transactions contemplated by the Transaction Agreements. Each of the Acquiror, the Seller and the Parent shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as reasonably practicable all such Governmental Approvals. Neither the Acquiror, the Seller nor the Parent shall take or cause to be taken any action that would

reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any such required Governmental Approval.

(b) Without limiting the generality of Section 6.06(a), the Acquiror, the Seller and the Parent shall each as promptly as reasonably practicable make all filings and notifications with all Governmental Authorities that are necessary, proper or advisable (whether so necessary, proper or advisable prior to, at or after the Closing) under the Transaction Agreements and applicable Law to consummate and make effective the transactions contemplated by the Transaction Agreements, including (i) filing change of control applications or disclaimers of control, as appropriate, with applicable regulatory authorities in each jurisdiction where required by applicable Law with respect to the transactions contemplated by the Transaction Agreements, (ii) filing market share notifications in each jurisdiction where required by applicable insurance Law, (iii) making any appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by the Transaction Agreements, (iv) making any appropriate filing with the European Commission of a notification in accordance with Council Regulation (EC) 139/2004, the E.C. Merger Regulations (“ECMR”) and (v) making any other filing that is necessary, proper or advisable (whether so necessary, proper or advisable prior to, at or after the Closing) under any other antitrust, competition, privacy, data protection, insurance or other regulatory Law or by any Governmental Authority with jurisdiction over enforcement of any applicable antitrust, competition, privacy, data protection, insurance or other regulatory Laws. Each such party shall supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Law, and to seek early termination of any applicable waiting periods thereunder. The Acquiror shall have responsibility for the filing fees associated with its HSR Act filing, the Seller shall have responsibility for the filing fees associated with its HSR Act filing, and the Seller and the Parent (or their respective Affiliates), on the one hand, and the Acquiror (or its Affiliates), on the other hand, shall share equally the filing fees associated with any other required filings.

(c) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 6.06, each of the Seller and the Parent, on the one hand, and the Acquiror, on the other hand, shall take or cause to be taken the following actions: (i) the prompt provision to a Governmental Authority of non-privileged information, documents or testimony requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements; (ii) the prompt use of its reasonable best efforts to oppose any Action relating to the Transaction Agreements or the transactions contemplated thereby in order to avoid the entry of or to effect the dissolution of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements, including (A) use of its reasonable best efforts to defend through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions and (B) agreement with any Governmental Authority by the Acquiror to sell, lease, license or otherwise dispose of or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, licenses, categories of assets or businesses or other operations or interests therein of the Company or the Acquiror or either’s respective

Subsidiaries to the extent such agreement is required by any Governmental Authority in order to consummate the transactions contemplated by the Transaction Agreements in accordance with the terms of the Transaction Agreements; and (iii) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued or becomes reasonably foreseeable to be entered or issued in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by the Transaction Agreements in accordance with the terms of the Transaction Agreements unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) of this Section 6.06(c)) reasonably necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by the Transaction Agreements; provided, however, in no event shall the Acquiror or any of its Affiliates be required under this Section 6.06 to commence, threaten or otherwise seek to commence any claim, action, suit, arbitration or proceeding against any Governmental Authority listed on Section 6.06(c) of the Acquiror Disclosure Letter. Notwithstanding anything to the contrary in this Agreement, none of the Acquiror, the Seller, the Parent, the Company or any of the Transferred Subsidiaries shall be required to take any action under this Section 6.06(c) pursuant to, or otherwise agree to or accept, any condition or restriction (A) that would not customarily be imposed in transactions of the type contemplated by the Transaction Agreements, (B) that is not conditioned on the consummation of the transactions contemplated by the Transaction Agreements in accordance with the terms of the Transaction Agreements, (C) that requires the taking of any action, including an amendment of any Transaction Agreement or the sale, lease, license, disposal or holding separate by the Company or any of the Transferred Subsidiaries of any assets, rights, product lines, licenses, categories of assets or business or other operations or interests therein that would materially adversely affect the economic benefits reasonably expected to be derived by the Acquiror, the Seller and the Parent, under the Transaction Agreements or in connection with the consummation of the transactions contemplated thereunder; provided that, in the event that a Governmental Authority requires that the terms of the Transaction Agreements be changed or altered in a manner that adversely affects any such benefits reasonably expected to be derived thereunder, each of the Acquiror, the Seller and the Parent shall use its reasonable best efforts and cooperate and negotiate in good faith to agree to alternative terms to the Transaction Agreements that are acceptable to such Governmental Authority and provide benefits substantially similar to the benefits provided under the original terms thereof, (D) that materially adversely affect the ability of the Acquiror and its Subsidiaries (other than the Company and the Transferred Subsidiaries), taken as a whole, the Company and the Transferred Subsidiaries, taken as a whole, or the Parent and its Subsidiaries, taken as a whole, as the case may be, to conduct its business in the same manner as such business is being conducted, including by requiring the sale, lease, license, disposal or holding separate of any assets, rights, product lines, licenses, categories of assets or business or other operations or interests therein, if such sale, lease, license, disposal or holding separate would materially adversely affect such ability to conduct such business in the manner as such business is currently being conducted or (E) that would otherwise have an Acquiror Material Adverse Effect or a

Company Material Adverse Effect, as applicable (the conditions or restrictions described in clauses (A), (B), (C), (D) and (E) above, the “Negative Conditions or Restrictions”).

(d) Subject to applicable Law relating to the sharing of information, each of the Seller and the Parent, on the one hand, and the Acquiror, on the other hand, shall (i) promptly notify each other of any communication it or any of its Affiliates receives from any Governmental Authority, (ii) permit the other parties to review, in advance to the extent practicable, any material proposed communication by such party or any of its Affiliates to any Governmental Authority, (iii) consult with the other parties in connection with any such proposed communication to the extent practicable and (iv) provide each other with copies of all material correspondence, filings or communications between such party or any of its Affiliates or Representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement and except, in each case, to the extent the communication is between the Seller, the Parent or their Affiliates or Representatives, on the one hand, and the Government Recipients, on the other hand, for purposes other than seeking a determination of non-control under the Bank Holding Company Act of 1956. None of the Acquiror, the Seller, the Parent, the Company, any of the Transferred Subsidiaries or any of their respective Affiliates or Representatives shall agree to participate in any meeting with any Governmental Authority relating to the matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority or otherwise practicable, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreements and to this Section 6.06(d), the Seller, the Parent and the Acquiror shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing (including in seeking early termination of any applicable waiting periods under the HSR Act or any other applicable Law); provided, however, that the foregoing shall not require the Acquiror, the Seller, the Parent, the Company, any of the Transferred Subsidiaries or any of their respective Affiliates or Representatives (i) to disclose any information that in the reasonable judgment of the Acquiror, the Seller, the Parent, the Company, any of the Transferred Subsidiaries or any of their respective Affiliates (as the case may be) would result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality or privacy or (ii) to disclose any privileged information or confidential competitive information of the Acquiror, the Seller, the Parent, the Company, any of the Transferred Subsidiaries or any of their respective Affiliates (as the case may be); and provided, further, that the parties’ obligations to notify the other parties with respect to communications received from a Tax Authority, as well as the rights and obligations of the parties hereto with respect to any matter related to Taxes, shall be governed solely by Article VIII; and provided, further, that none of the parties hereto shall be required to comply with any provision of this Section 6.06(d) to the extent that such compliance would be prohibited by applicable Law. Notwithstanding anything to the contrary in this Agreement, any materials or information may be withheld or redacted to the extent that they are protected by professional privilege rules (including attorney-client privilege) or as necessary to comply with contractual arrangements or applicable Law.

(e) The Acquiror, the Seller and the Parent shall each use their reasonable best efforts to timely obtain any approval, consent, license, sublicense, permit, waiver, order,

qualification or authorization with respect to (i) any Contracts to which any of the Company or the Transferred Subsidiaries is a party and as to which such approval, consent, license, sublicense, permit, waiver, order, qualification or authorization is necessary or advisable in connection with the transactions contemplated by the Transaction Agreements as a result of such Contracts containing a “change in control” or other similar provision or (ii) any Contracts between the Seller, Parent or any of their respective Affiliates (including the Company and the Transferred Subsidiaries) and a third party, required for the provision, under the Transition Services Agreement, of Scheduled Services, access to Scheduled Facilities, Additional Services or access to Additional Facilities (each, a “Third Party Consent”), in each case, with the other party’s participation and cooperation. The Seller and the Parent, on the one hand, and the Acquiror, on the other hand, shall pay the costs of all Third Party Consents and any “kill fees” or other penalties (including penalties for unused minimum volume commitments) in connection with procuring any such Third Party Consent in equal proportions. In the event that the Seller or the Parent cannot obtain any Third Party Consent prior to Closing, the Seller, the Parent and the Acquiror (A) shall, with respect to Contracts contemplated by clauses (i) or (ii) above to which the Seller, the Parent, or any of their respective Affiliates (other than the Company and the Transferred Subsidiaries) is a party, use their reasonable best efforts to provide or cause to be provided to the other party or parties or its or their Affiliates, as the case may be, the benefits, and the costs and expenses, of any such Contract, for not longer than the remainder of the term of such Contract, to the extent permitted thereunder and (B) shall use reasonable best efforts to secure, and with respect to those Contracts that are listed on Section 6.06(e) of the Seller Disclosure Letter for which a Third Party consent is required to provide Scheduled Services, access to Scheduled Facilities, Additional Services or access to Additional Facilities under the Transition Services Agreement or to prevent termination of such Contract by a third party (the “Designated Contracts”), shall secure, an alternative arrangement designed to reasonably provide, where necessary, the operational equivalents of the Intellectual Property, products, services or benefits provided pursuant to such Contract, for not longer than the remainder of the term of such Contract, for which the Third Party Consent was not obtained, provided, that, the present value of the costs and expenses of such provision of benefits or alternative arrangement (other than attorney’s fees or fees for consultants advising on such alternative arrangement) in excess of the costs and expenses that would have been incurred pursuant to such Contract had such Third Party Consent been obtained at no cost, shall be borne by the Acquiror, on the one hand, and the Parent and the Seller, on the other hand, in equal proportion; provided, further, that if the alternative arrangement provides for the Contract to be provided for a longer period of time than would have been provided for if the Third Party Consent had been obtained, the Acquiror shall be solely responsible for the costs not reasonably attributable to the term of service under the original Contract had the Third Party Consent been obtained. In no event shall the Seller and the Parent be required to commence, or threaten or otherwise seek to commence, any claim, action, suit, arbitration or proceeding to obtain any Third Party Consent. For the avoidance of doubt, (1) the terms “approval,” “consent,” “license,” “sublicense,” “permit,” “waiver,” “order,” “qualification” or “authorization” when used in this Section 6.06(e) shall in no way be construed to mean an “approval,” “consent,” “license,” “sublicense,” “permit,” “waiver,” “order,” “qualification” or “authorization” from a Governmental Authority except to the extent such Governmental Authority is a counterparty to any third party Contract with the Acquiror, the Seller, the Parent or any of their respective Affiliates and (2) the provision of benefits or alternative arrangements may include assignment of a Contract or portion of a Contract if such

Contract or portion of such Contract is solely related to the Business and such assignment would not prevent the Acquiror, the Seller, the Parent or their respective Affiliates from performing their obligations under any Transaction Agreement.

Section 6.07. Insurance.

(a) From and after the Closing Date, the Company and the Transferred Subsidiaries shall cease to be insured by the Parent’s, the Seller’s or their respective Affiliates’ (other than the Company’s and the Transferred Subsidiaries’) (as the case may be) blanket insurance policies or by any of their self-insured programs in place to the extent such insurance policies or programs cover the Company or any of the Transferred Subsidiaries. In connection with the termination of such insurance coverage, at or prior to the Closing, the Parent or the Seller will be permitted, notwithstanding anything herein to the contrary, to cause the Company and the Transferred Subsidiaries to pay the amounts set forth on Section 6.07(a) of the Seller Disclosure Letter to the Seller or the Affiliates as directed by the Parent or the Seller. From and after the Closing Date, if the Company or any of the Transferred Subsidiaries reports a claim solely arising out of its operations covered by the Parent’s, the Seller’s or their respective Affiliates’ insurance policies, the Company, the Transferred Subsidiaries or the Acquiror will fully satisfy the deductible or retention applicable to such claim.

(b) With respect to events or circumstances relating to the Company or the Transferred Subsidiaries that occurred or existed prior to the Closing Date that are covered by occurrence-based third party liability insurance policies of the Parent, the Seller or their respective Affiliates (other than the Company and the Transferred Subsidiaries) and any third party workers’ compensation insurance policies or comparable workers’ compensation self-insurance programs sponsored by the Parent, the Seller or their respective Affiliates and that apply to the locations at which the Company and the Transferred Subsidiaries operate their respective businesses, the Acquiror may, and may cause the Company and the Transferred Subsidiaries to make claims under such policies and programs; provided, however, that by making any such claims, the Acquiror agrees to reimburse the Parent and the Seller, in cash, for any increased costs incurred by the Parent, the Seller or their respective Affiliates as a result of such claims, including any retroactive or prospective premium adjustments associated with such coverage, as such amounts are determined in accordance with those policies and programs generally applicable from time to time to the Parent, the Seller or their respective Affiliates; and provided, further, that neither the Acquiror nor any of its Affiliates shall make any such claims if, and to the extent that, such claims are covered by insurance policies issued or sponsored by the Acquiror or its Affiliates. As of the third anniversary of the date hereof, the Acquiror shall no longer be permitted to report claims with respect to such occurrence-based third party liability insurance policies of the Parent, the Seller or their respective Affiliates or to any such workers’ compensation insurance policies or comparable workers’ compensation self-insurance programs that apply to the locations at which the Company and the Transferred Subsidiaries operate their respective businesses, and the Acquiror shall assume full responsibility for, and release the Seller and its Affiliates from, all liability for such claims, known or unknown, resulting from occurrences prior to the Closing Date, other than any Losses with respect to which any Acquiror Indemnified Party is entitled to recovery under any Transaction Agreement.

(c) Nothing contained in this Section 6.07 shall apply to any debts, liabilities, commitments or obligations of any kind relating to or arising out of any Company E&O Claims, which shall be governed by Section 6.15.

Section 6.08. Intercompany Obligations and Arrangements.

(a) Subject to Section 8.05, the Seller and the Parent shall, and shall cause their respective Affiliates to, take such actions and make such payments as may be necessary, proper or advisable so that within ten days following the Closing, the Company and the Transferred Subsidiaries, on the one hand, and the Parent, the Seller and their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, shall have settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished (in each case, by cash settlement or by netting or setting off debts and credits between the Company or any Transferred Subsidiary, on the one hand, and the Parent, the Seller or any of their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, with the balance of such intercompany loan, note, balance, advance, receivable or payable being settled in cash) all intercompany loans, notes, balances and advances regardless of their maturity and all intercompany receivables and payables, including any accrued and unpaid interest to but excluding the date of payment for the amount due, including the intercompany loans, notes, balances, advances, receivables or payables identified on Section 6.08(a)(i) of the Seller Disclosure Letter, in each case, such that, at or prior to the Closing (or, with respect to intercompany loans, notes, balances, advances, receivables and payables that the Seller elects to be settled, discharged, offset, paid, repaid in full, terminated, commuted or extinguished within 10 days following the Closing Date, on the tenth day following the Closing), the balances of each such intercompany loan, note, balance, advance, receivable and payable shall be zero, and neither the Company nor any Transferred Subsidiary shall have any further rights, obligations or liabilities with respect thereto; provided, however, that this Section 6.08(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) set forth on Section 6.08(a)(ii) of the Seller Disclosure Letter, (ii) arising under any Intercompany Agreement that will survive Closing pursuant to Section 6.08(b), or (iii) arising under any Insurance Agreement that will survive Closing pursuant to Section 6.08(b).

(b) (i) All Intercompany Agreements shall survive Closing, except, subject to Section 8.05 and any payments to be made within ten days following Closing pursuant to Section 6.08(a), the Seller shall, and shall cause its Affiliates to, terminate or commute or cause to be terminated or commuted, on an arm’s-length basis, without penalty for early termination or commutation, concurrently with the Closing Date, (i) any Intercompany Agreement that provides for the provision of (A) services or access to facilities, which services or access to facilities will be provided pursuant to the Transition Services Agreement, (B) those services or access to facilities set forth on Schedule 2.03(b) of the Transition Services Agreement or (C) those services or access to facilities which the Company and the Transferred Subsidiaries will provide for themselves or obtain from other Persons as of the Closing or (ii) those Intercompany Agreements set forth on Section 6.08(b) of the Seller Disclosure Letter, and the Seller shall, and shall cause its Affiliates to, execute and deliver to the Acquiror any releases, termination agreements and discharges in connection therewith such that no party thereto continues to have any rights, obligations or liabilities.

(ii) No later than 60 days following the date hereof, the Seller shall deliver to the Acquiror a true, correct and complete list of all Contracts between the Company or any Transferred Subsidiary, on the one hand, and the Parent, the Seller or any of their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, in effect as of the date hereof that are not Intercompany Agreements but that the Parent, the Seller or any of their respective Affiliates intends to maintain in full force and effect in accordance with their respective terms (the “Continuing Contracts”). The Parent and the Seller shall, and shall cause their respective Affiliates to, terminate or commute or cause to be terminated or commuted, on an arm’s-length basis, without penalty for early termination or commutation, concurrently with the Closing Date, any Contracts between the Company or any Transferred Subsidiary, on the one hand, and the Parent, the Seller or any of their respective Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, in effect as of the date hereof that are not Intercompany Agreements and that are not identified on the list to be delivered pursuant to this Section 6.08(b)(ii).

(iii) No later than 120 days after the date on which the Seller delivers the list of Continuing Contracts pursuant to Section 6.08(b)(ii), the Acquiror shall deliver to the Seller a list of such Continuing Contracts that it requests to be terminated or commuted (the “Acquiror Requested Terminated Contracts”). The Parent and the Seller shall, and shall cause their respective Affiliates to, terminate or commute or cause to be terminated or commuted, on an arm’s-length basis, without penalty for early termination or commutation, all Acquiror Requested Terminated Contracts upon the earlier to occur of (x), the expiration of the term of such Contract in accordance with its terms or (y) the date that is two years following the Closing Date

(iv) For the avoidance of doubt, this Section 6.08(b) shall not apply to (A) any Contract between a third party, on the one hand, and the Parent or any of its Affiliates, on the other hand, to which the Company or any of the Transferred Subsidiaries is not a party, but under which the Company or any of the Transferred Subsidiaries may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements or (B) any Contract among (x) a third party, (y) the Parent or any of its Affiliates and (z) the Company or any of the Transferred Subsidiaries.

(c) The Seller and the Parent shall cause their respective Affiliates to take such action and make such payments as may be necessary so that, prior to or concurrently with the Closing, the Company and the Transferred Subsidiaries, on the one hand, and AIG Financial Products, on the other hand, shall settle, offset, or terminate all uncollateralized derivatives transactions. The Seller and the Parent shall cause their respective Affiliates to take such action and make such payments as may be necessary so that concurrently with the Closing, the Company and the Transferred Subsidiaries, on the one hand, and AIG Financial Products, on the other hand, shall, with respect to collateralized derivative transactions in effect as of November 30, 2009 either (i) novate such collateralized derivative transactions to a third party, in a manner that is not materially adverse to the Company and the Transferred Subsidiaries, taken as a whole, or (ii) keep such collateralized derivatives transactions outstanding, subject to the terms and conditions set forth in the Acquiror’s standard ISDA credit support annex form (including bilateral thresholds equal to zero and independent amount applicable to Banque AIG

or AIG Financial Products, as applicable) as set forth in Section 6.08(c) of the Acquiror Disclosure Letter.

(d) Prior to the Closing, the Parent and the Seller shall, and shall cause their respective Affiliates to, terminate and unwind all securities lending transactions entered into by the Company or any Transferred Subsidiary.

(e) Prior to the Closing, the Parent and the Seller shall, and shall cause their respective Affiliates to, use their commercially reasonable efforts to cause the Contracts identified in Section 6.08(e) of the Seller Disclosure Letter to be entered into, extended and/or otherwise amended on or prior to the Closing Date as described in Section 6.08(e) of the Seller Disclosure Letter.

(f) The Seller and the Parent shall, and shall cause their respective Affiliates to, on or prior to the Closing Date, consummate each of the transactions set forth in Section 6.08(f) of the Seller Disclosure Letter.

(g) Without limiting the generality of Section 6.03 and subject to Section 6.05, from and after the date hereof, the Parent and the Seller shall, and shall cause their respective Representatives to, afford the Acquiror and its Representatives reasonable access, during normal business hours, to the books, data, files and records of the Parent, the Seller and their respective Affiliates, and such additional financial data and other information as the Acquiror or its Representatives may from time to time reasonably request, in respect of the asset listed in Section 6.08(g) of the Seller Disclosure Letter (the “Section 6.08(g) Asset”, and such information, the “Section 6.08(g) Information”). Upon completion of the Acquiror’s review of the Section 6.08(g) Information, but in no event later than 90 days following the date hereof, the Acquiror shall deliver to the Seller written notice of its request for the sale of the Section 6.08 Asset by the Company or the applicable Transferred Subsidiary. Promptly following the receipt by the Seller of such notice, the Seller shall use its reasonable best efforts to consummate the sale of the Section 6.08 Asset to a Person other than the Company or any Transferred Subsidiary on terms and conditions reasonably acceptable to the Acquiror and otherwise in accordance with applicable Law prior to the Closing Date. In furtherance of the foregoing, the Seller shall provide the Acquiror as promptly as practicable (and in any event within 24 hours) with all information as is reasonably necessary to keep the Acquiror fully informed in all material respects of all oral or written communications regarding, and the status and terms of, and changes in, the terms and conditions of such sale of the Section 6.08 Asset, and shall (i) promptly provide to the Acquiror a copy of all written materials provided, directly or indirectly, by or to the Parent, the Seller or any of their respective Affiliates or any of their respective Representatives in connection with such sale and (ii) afford the Acquiror and its Representatives the opportunity to review and provide comments on the transaction documents relating to such sale, which comments shall be considered by the Parent and the Seller in good-faith. Notwithstanding anything in this Section 6.08 or Article II to the contrary, the Seller and the Acquiror hereby agree that, in the event of the consummation of a sale of the Section 6.08 Asset at the request of the Acquiror, 50% of the excess of the book value of the Section 6.08 Asset as reflected in the Reference Balance Sheet over the aggregate net proceeds received by the Company or any of the Transferred Subsidiaries as consideration for such sale of the Section 6.08 Asset shall be included in the Affiliated Transaction Settlement Amount.

Section 6.09. Guarantees.

(a) From and after the date hereof, the Acquiror, the Seller and the Parent shall use their respective commercially reasonable efforts to obtain, on or prior to the Closing Date, the termination of, and full release of the Seller and its Affiliates (other than the Company and the Transferred Subsidiaries) from any and all obligations arising under, any and all guarantees, keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other similar agreements (excluding Insurance Agreements) made in respect of the obligations of, or for the benefit of any obligee of, the Company or any of the Transferred Subsidiaries by the Seller, the Parent and their Affiliates (other than the Company and the Transferred Subsidiaries), which agreements are set forth on Section 6.09(a) of the Seller Disclosure Letter (each, a “Seller Guaranty”). For the avoidance of doubt, such efforts shall include an offer by the Acquiror to substitute the obligations of a Subsidiary or other Affiliate of the Acquiror for those of the Seller and its Affiliates (other than the Company and the Transferred Subsidiaries) under any Seller Guaranty on terms that are no less favorable than the terms under such Seller Guaranty are to the Seller or the applicable Affiliate of the Seller, as applicable.

(b) With respect to each Seller Guaranty for which the parties hereto do not obtain the termination of such Seller Guaranty and a full release of the Seller and its Affiliates (other than the Company and the Transferred Subsidiaries) from any and all obligations arising under such Seller Guaranty, the Acquiror shall, concurrently with the Closing, enter into a Hold Harmless Agreement with respect to such Seller Guaranty.

Section 6.10. Intellectual Property; Trade Names and Trademarks.

(a) The Acquiror, for itself and its Affiliates, acknowledges and agrees that, except as provided herein or in any other Ancillary Agreement, the Acquiror is not purchasing, acquiring or otherwise obtaining any right, title or interest in or to any Intellectual Property owned or licensed by the Parent or its Affiliates (other than the Company and the Transferred Subsidiaries), including the Intellectual Property identified on Section 6.10(a) of the Seller Disclosure Letter, and the names “AIG”, “American International Group, Inc.”, or “AI”, or any trade, corporate or business names, trademarks, tag-lines, identifying logos, trade dress, monograms, slogans, service marks, domain names, brand names or any other name or source identifiers related thereto or employing the wording “AIG” or any “AI” formative marks or “American International” formative marks or any derivation or variation of any of the foregoing (for example, among others, AI, AI RISK, AIA, AIU, as well as American International, American International Group, American International Underwriters, American International Assurance) or any confusingly similar trade name, corporate or business name, trademark, tag-line, identifying logo, trade dress, monogram, slogan, service xxxx, domain name, brand name or other name or source identifier (including any registrations and applications relating thereto) (collectively, the “Parent Names and Marks”), and, except as otherwise expressly provided in this Section 6.10, or in any Ancillary Agreement, neither the Acquiror nor any of its Affiliates shall have any rights in or to any of the Parent Names and Marks and neither the Acquiror nor any of its Affiliates shall seek to register in any jurisdiction any trade, corporate or business name, trademark, tag-line, identifying logo, trade dress, monogram, slogan, service xxxx,

domain name, brand name or other name or source identifier that is a derivation, translation, adaptation, combination or variation of the Parent Names and Marks.

(b) Except as otherwise provided in this Section 6.10 or any Ancillary Agreement, (i) following the Closing Date, the Acquiror shall, and shall cause its Affiliates to, promptly cease and discontinue any and all uses of the Intellectual Property owned or licensed by the Parent or its Affiliates including the Parent Names and Marks, whether or not in combination with other words, symbols or other distinctive or non-distinctive elements and all trade, corporate or business names, trademarks, tag lines, identifying logos, trade dress, monograms, slogans, service marks, domain names, brand names and other name or source identifiers that are derivations, translations, adaptations, combinations or variations of the Parent Names and Marks or embodying any of the foregoing whether or not in combination with other words, symbols or other distinctive or non-distinctive elements and (ii) the Acquiror, for itself and its Affiliates, agrees that any and all rights of the Company and the Transferred Subsidiaries to the Intellectual Property owned or licensed by the Parent or its Affiliates, including the Parent Names and Marks, including any such rights licensed to the Company or the Transferred Subsidiaries pursuant to any written agreements or other arrangements, whether written or oral, with the Parent or its Affiliates, shall terminate on the Closing Date without recourse by the Company and the Transferred Subsidiaries. For the avoidance of doubt, the Company retains all rights in and to its own name and nothing herein shall restrict it or any Transferred Subsidiary from using “American Life”, “ALICO Life” or any similar variant thereof in any name of the Company or any Transferred Subsidiary.

(c) Effective as of the Closing Date, the Parent, on behalf of itself, the Seller and their respective Affiliates, hereby grants to the Company and the Transferred Subsidiaries and their successors (each, a “Company Licensed Party” and together the “Company Licensed Parties”) a royalty-free, fully paid up, non-exclusive, sublicenseable (to third parties solely for use in providing services to the Company and the Transferred Subsidiaries), non-transferable (except as set forth herein) right and license to continue using the Parent Names and Marks wherever they were used as of the date hereof on any materials of the Company and the Transferred Subsidiaries and each of their respective Affiliates that prior to Closing included any the Parent Names and Marks including signage, advertising, promotional materials, software, packaging, inventory, electronic materials, collateral goods, stationery, business cards, web sites, invoices, receipts, forms, product, training and service literature and materials and other materials (“Materials”) in connection with the Business as conducted as of the Closing for (x) a period of 120 days following the Closing Date for such Materials that do not require approvals from any Governmental Authority to be modified (subject to Section 6.10(d) in cases where the name of the Company or applicable Transferred Subsidiary is on the Materials); and (y) the period of time following the Closing Date until all applicable Governmental Authorities have granted the Company Licensed Parties approval to modify Materials that require such approvals to be modified, plus 90 days following the date of the final approval of any Governmental Authority (subject to Section 6.10(d) in cases where the name of the Company or applicable Transferred Subsidiary is on the Materials); provided that the applicable Company Licensed Party shall use commercially reasonably efforts to promptly obtain such approvals from the applicable Governmental Authorities. Subject to applicable Law, the Company, for itself and on behalf of the other Company Licensed Parties, agrees that all use of the Parent Names and Marks during the applicable term as set forth in this Section 6.10 shall be only with the Parent’s prior

written consent (which consent is deemed given for all uses of the Parent Names and Marks in the manner they are used in the Business as of the Closing Date) and only with respect to goods and services of a level of quality substantially the same as the quality of goods and services with respect to which the Company and the Transferred Subsidiaries and each of their respective Affiliates used the Parent Names and Marks immediately prior to Closing. No Company Licensed Party shall be required to remove or replace any the Parent Names and Marks from any Materials that were distributed to third parties prior to Closing or during the term of the license set forth in this Section 6.10(c).

(d) In the case where no approval is necessary from a Governmental Authority to change the name of the Company or any applicable Transferred Subsidiary, at the Closing (or as soon thereafter as permitted under applicable Law), the Acquiror shall execute, or shall cause the execution of, such amended organizational documents with respect to the Company and the Transferred Subsidiaries such that the Company and each Transferred Subsidiary can effect a change in their respective names, to a name not containing any of the Parent Names and Marks. Promptly and in no event later than 30 days after the Closing, the Acquiror shall cause the Company and the Transferred Subsidiaries to file such amended organizational documents (or to the extent not previously executed in order to comply with applicable Law, a final unexecuted copy of such documents) with the applicable Governmental Authority and take all other necessary action to fulfill its obligations set forth in this Section 6.10. In the case where approval is necessary from a Governmental Authority to change the name of the Company or any applicable Transferred Subsidiary, no later than 90 days after the Closing (unless a longer period of time is required by applicable Law), the Acquiror shall promptly make or cause to be made the appropriate filing with the applicable Governmental Authority such that the Company and each Transferred Subsidiary can effect a change in their respective names as promptly as feasible after receiving the relevant approval, to a name not containing any of the Parent Names and Marks and take all other necessary action to fulfill its obligations set forth in this Section 6.10(d).

(e) To the extent that the Company or any of the Transferred Subsidiaries owns any rights in or to any the Parent Names and Marks, including any registrations or applications for registrations thereof in any jurisdiction, the Acquiror shall cause the Company and each of the Transferred Subsidiaries to promptly after the Closing Date cease all use thereof (except as otherwise expressly permitted by this Section 6.10, and as soon as practicable after the Closing Date, but in no event more than 30 days thereafter, (i) assign to the Parent or, at the direction of the Parent, to one of its Affiliates all rights of the Company and any Transferred Subsidiary in and to such Parent Names and Marks and, to the extent permitted by applicable Law, any registrations and applications for registrations for such Parent Names and Marks and (ii) reasonably assist the Parent, at the Parent’s expense, in filing all necessary documentation with the applicable Governmental Authorities (A) to record any such assignments and (B) to preserve or protect the rights in such Parent Names and Marks, such as filing renewals or oppositions. Notwithstanding the foregoing, should the Acquiror or any of its Affiliates, following the Closing Date, become aware of any Internet domain name registration by the Company or any of the Transferred Subsidiaries that includes or incorporates any of the Parent Names and Marks, the Acquiror shall promptly notify the Parent of the existence of such Internet domain name registrations and, upon the Parent’s request shall, or shall cause its Affiliates to, assign and transfer all right, title and interest in or to such domain name registration to the Parent

or an Affiliate of the Parent. The Acquiror shall pay, subject to prompt reimbursement by the Parent, in cash, any and all renewal fees that are due to the applicable domain name registrar for the period of up to one month after each such domain name registration is transferred.

(f) To the extent that the Seller, the Parent or any of their respective Affiliates owns any rights in or to any Trademarks owned by the Company or any Transferred Subsidiary other than the Parent Names and Marks (the “Company Names and Marks”), including any registrations or applications for registrations thereof in any jurisdiction, the Parent shall or shall cause the Seller or any of their applicable Affiliates to promptly after the Closing Date cease all use thereof, and as soon as practicable after the Closing Date, but in no event more than 30 days thereafter, (i) assign to the Company or, at the direction of the Acquiror, to one of its Affiliates all rights of the Seller, the Parent or any of their respective Affiliates in and to such Company Names and Marks and, to the extent permitted by applicable Law, any registrations and applications for registrations for such Company Names and Marks and (ii) reasonably assist the Company, at the Company’s expense, in filing all necessary documentation with the applicable Governmental Authorities (A) to record any such assignments and (B) to preserve or protect the rights in such Company Names and Marks, such as filing renewals or oppositions. Notwithstanding the foregoing, should the Parent, the Seller or any of its Affiliates, following the Closing Date, become aware of any Internet domain name registration by the Parent, the Seller or any of its Affiliates that includes or incorporates any of the Company Names and Marks, the Parent shall promptly notify the Acquiror of the existence of such Internet domain name registrations and, upon the Acquiror’s request shall, or shall cause its Affiliates to, assign and transfer all right, title and interest in or to such domain name registration to the Company or an Affiliate of the Company. The Parent shall pay, subject to prompt reimbursement by the Acquiror, in cash, any and all renewal fees that are due to the applicable domain name registrar for the period of up to one month after each such domain name registration is transferred.

(g) Except as otherwise provided in this Section 6.10(g) or any Ancillary Agreement (i) following the Closing Date, the Seller and the Parent shall, and shall cause their respective Affiliates to, promptly cease and discontinue any and all uses of the Intellectual Property owned or licensed by the Company or the Transferred Subsidiaries including the Company Names and Marks, whether or not in combination with other words, symbols or other distinctive or non-distinctive elements and all trade, corporate or business names, trademarks, tag lines, identifying logos, trade dress, monograms, slogans, service marks, domain names, brand names and other name or source identifiers that are derivations, translations, adaptations, combinations or variations of the Company Names and Marks or embodying any of the foregoing whether or not in combination with other words, symbols or other distinctive or non-distinctive elements and (ii) the Seller, the Parent, for themselves and their respective Affiliates, agree that any and all rights of the Seller, the Parent and their respective Affiliates to the Intellectual Property owned or licensed by the Company and the Transferred Subsidiaries or their respective Affiliates, including the Company Names and Marks, including any such rights licensed to the Seller, the Parent or their respective Affiliates pursuant to any written agreements or other arrangements, whether written or oral, with the Company or the Transferred Subsidiaries, shall terminate on the Closing Date without recourse by the Seller, the Parent or their respective Affiliates.

(h) Each of the Acquiror, the Seller and the Parent, on behalf of itself and its Affiliates, agrees that irreparable damage would occur if this Section 6.10 were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that, the Parent or any of its Affiliates (or their respective successors or assigns) shall be entitled to proceed against the Acquiror and its Affiliates at law and/or in equity and the Company or any of the Transferred Subsidiaries (or their respective successors and assigns) shall be entitled to proceed against the Seller, the Parent and their respective Affiliates, at law and/or equity, in each case for such damages or other relief as a court may deem appropriate and shall be entitled to seek a temporary restraining order and/or preliminary and final injunctive or other equitable relief, including specific performance, to prevent breaches of this Section 6.10 and, in addition to any other remedy to which they are entitled at law or in equity, to enforce specifically the terms and provisions of this Section 6.10.

Section 6.11. Non-Competition; Non-Solicitation; No-Hire.

(a) For a period of two years following the Closing Date (the “Non-Compete Period”), each Parent Entity shall not, without the prior written consent of the Acquiror, directly or indirectly, engage in the Restricted U.S. Business in the United States (which for the purposes of this Section 6.11 does not include Puerto Rico, Guam, the United States Virgin Islands and the Northern Mariana Islands) or the Restricted International Business in the International Jurisdictions (each a “Restricted Activity” and collectively, the “Restricted Activities”).

(b) Notwithstanding the restrictions set forth in Section 6.11(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 6.11(a), nothing in Section 6.11(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement):

(i) acquiring and holding securities issued by the Acquiror or its Affiliates;

(ii) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements;

(iii) engaging in (A) the business of marketing, underwriting, issuing and administering accident and health insurance products, property and casualty insurance products and Takaful products and (B) any business in any jurisdiction other than the Restricted U.S. Business in the United States or the Restricted International Business in the International Jurisdictions;

(iv) engaging in any Restricted Activities to the extent such Parent Entity does so as of the date of this Agreement;

(v) engaging in the business of marketing, underwriting, issuing, and administering Simple Life Insurance in the International Jurisdictions listed on Schedule 6.11B to this Agreement;

(vi) acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or other equity interest (including convertible securities) of any Person engaged in any Restricted Activities in the United States or the International Jurisdictions which ownership interest represents at all times not more than 10% of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such percentage shall be not more than 25% if such ownership interest is acquired by any Parent Entity as consideration for the disposition of any Parent Entity; and provided, further that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes;

(vii) entering into alliances or joint ventures that engage in a Restricted Activity so long as the GAAP pre-tax operating income derived by the activities, services or businesses contributed by a Parent Entity and the other party or parties to such alliance or joint venture attributable to the portion of the Restricted Activity conducted in the United States or the International Jurisdictions constituted less than 10% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) of such activities, services or businesses contributed by a Parent Entity and the other party or parties to such alliance or joint venture (or, in the event that such Acquired Entity is not a separate Person, the consolidated GAAP pre-tax operating income attributable to the assets and liabilities used in connection with the Restricted Activities constituted less the 10% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction);

(viii) if it is a Covered Business that has completed a Spin-Off Transaction, engaging in any business in any jurisdiction;

(ix) managing, controlling, advising or providing administrative or similar services to general or separate accounts of insurance companies, investment funds or other investment vehicles or any employee benefit plan or trust of any Parent Entity that makes investments in Persons engaging in a Restricted Activity, so long as such investments are in the Ordinary Course of Business of such fund, vehicle, plan or trust;

(x) providing investment management, investment advisory, administrative or similar services to any Person;

(xi) selling, distributing, marketing, underwriting or otherwise providing any products or services in the Ordinary Course of Business to a Person engaged in a Restricted Activity; and

(xii) engaging in the business conducted by AIG Bank Polska S.A., and any business conducted by the Company that will be acquiring AIG Bank Polska S.A. pursuant to the Investment Agreement, dated July 28, 2009 by and among Parent, AIG Consumer Finance Group, Inc., Santander Consumer Bank, S.A. and Santander Consumer Finance S.A. or any other Change of Control/Sale Transaction.

(c) Notwithstanding anything to the contrary contained in this Section 6.11, the covenant set forth in Section 6.11(a) shall not be breached by reason of a Parent Entity entering into any agreement to acquire or acquiring, or after such acquisition, owning and operating, in whole or in part, any Person or any asset or business that, directly or indirectly, engages in any Restricted Activities (any such Person or business, an “Acquired Entity” and such transaction and any related series of transactions, an “Acquisition Transaction”); provided, that (x) the Parent provides to the Acquiror prompt written notice of the entry into such agreement or the consummation of such Acquisition Transaction (whichever first occurs), which notice shall identify the Acquired Entity and the Restricted Activities in which such Acquired Entity engages and (y) such Parent Entity satisfies any one of the Acquisition Conditions set forth below. For purposes of this Section 6.11(c), each of the following shall constitute an “Acquisition Condition”:

(i) within 12 months after the closing or effective date (the “Transaction Date”) of such Acquisition Transaction, the Restricted Activities (or the assets used in connection therewith) of such Acquired Entity are disposed of to a Person that is not an Affiliate of any Parent Entity;

(ii) within 12 months after the Transaction Date of such Acquisition Transaction, such Acquired Entity ceases to engage in the Restricted Activities; or

(iii) (A) a principal purpose of such Acquisition Transaction is not to circumvent the restrictions contained in this Section 6.11; (B) during the four most recently completed full quarters preceding the Transaction Date, the GAAP pre-tax operating income derived by such Acquired Entity from the Restricted Activities constituted less than 20% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) of such Acquired Entity (or, in the event that such Acquired Entity is not a separate Person, the consolidated GAAP pre-tax operating income attributable to the assets and liabilities used in connection with the Restricted Activities constituted less than 20% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); and (C) from and after the Transaction Date of such Acquisition Transaction, the Parent Entities (other than the Acquired Entity to the extent set forth in this Section 6.11(c)(iii)) remain subject to this Section 6.11.

(d) Notwithstanding anything to the contrary contained in this Section 6.11, the covenant set forth in Section 6.11(a) shall not be breached by reason of any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement):

(i) any Person engaged in the Restricted Activities agreeing to hold or holding, or agreeing to acquire or acquiring, directly or indirectly, voting securities of the Parent, whether by means of a stock purchase, merger, consolidation, tender offer or otherwise (such Person, an “Acquiring Entity” and such transaction, a “Change of Control Transaction”);

100

(ii) following a Spin-Off Transaction, any Person engaged in the Restricted Activities agreeing to acquire or acquiring, directly or indirectly, voting securities of the Covered Business that is the subject of such Spin-Off Transaction, whether by means of a stock purchase, merger, consolidation, tender offer or otherwise (such Person, an “Acquiring Entity” and such transaction, a “Spin-Off Change of Control Transaction”); or

(iii) if a Spin-Off Transaction shall not have occurred, any Person engaged in the Restricted Activities agreeing to acquire or acquiring, directly or indirectly, all or a material portion of any Covered Business from the Parent or one of its Affiliates, whether by means of a stock or asset purchase, merger, consolidation, reinsurance transaction, tender offer or otherwise (such Person, an “Acquiring Entity” and such transaction, which for the avoidance of doubt shall not include a Spin-Off Transaction, a “Covered Business Sale”);

provided, that, in each case, the Parent or the Covered Business, as applicable, provides to the Acquiror prompt written notice of the entry into such agreement or the consummation of such Change of Control/Sale Transaction (whichever first occurs), which notice shall identify the Acquiring Entity and the Restricted Activities in which such Acquiring Entity engages.

(e) Except as otherwise provided in Section 6.11(f), for a period of 24 months following the date hereof, the Parent and the Seller shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of any employee of the Company or any Transferred Subsidiary in “job tiers 5-8” (or the equivalent) or any country manager at or below such levels; provided, that this restriction shall not apply to any employee who has been terminated by the Company or any Transferred Subsidiary following the Closing Date after a period of six months following such termination.

(f) For a period of 24 months following the Closing Date, the Parent and the Seller shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any employee of the Acquiror or any of its Affiliates whose primary job duties consist of transition, migration, and integration of the Business, such employees to be designated in writing by the Acquiror prior to the Closing Date and consented to by the Parent (which consent shall not be unreasonably withheld), (iii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or whose employment is terminated for material misconduct or failure to substantially perform his or her duties for a period of six months following such termination or (iv) any employee of the Parent or any of its Affiliates who is required to be transferred to the Company or a Transferred Subsidiary pursuant to Section 7.01(b), whether or not such employee is so transferred; provided, however, that, except as otherwise provided in clause (iv), the Seller and its Affiliates may employ or hire any such Person who is not a Person covered by Section 6.11(e) and who is terminated by the Company or any Transferred Subsidiary after the Closing Date, provided further, however, notwithstanding anything to the contrary in this Section 6.11(f), for any person

101

covered by clause (iii), any restrictions under this Section 6.11(f) shall lapse at the earlier of (A) the sixth month anniversary of the termination or (B) the 24th month anniversary of the Closing Date, and provided further, however, that the foregoing shall not prohibit (i) general solicitations (including by third party recruiter contacts) or advertisements of employment (or hiring as a result thereof) not specifically directed at such persons, (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity, or (iii) the solicitation of those employees employed by any Acquiror Entity with whom any Parent Entity has engaged in employment discussions prior to the Closing Date to the extent permitted by the Acquiror Confidentiality Agreement.

(g) For a period of 24 months following the Closing Date, the Parent and the Seller shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, on a targeted and systematic basis, solicit for employment, employ or retain the services of any “tied agent” who is engaged by the Company or any of the Transferred Subsidiaries in any of the International Jurisdictions.

(h) The parties hereto acknowledge that the covenants set forth in this Section 6.11 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 6.11 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement.

(i) The parties hereto recognize that the Laws and public policies of the various States of the United States and of the jurisdictions composing the International Jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 6.11. It is the intention of the parties that the provisions of this Section 6.11 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 6.11 shall not render unenforceable or impair the remainder of the provisions of this Section 6.11. Accordingly, if at the time of enforcement of any provision of this Section 6.11, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area reasonable under such circumstances will be substituted for the stated period, scope or geographical area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and geographical area permitted by Law.

(j) The Parent and the Seller expressly acknowledge that the restrictive covenants set forth in this Section 6.11, including the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that would not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and

102

permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitled.

Section 6.12. Certain Matters.

(a) Prior to the Closing, the Parent and the Seller shall use their respective commercially reasonable efforts to consummate the formation of the prospective joint venture identified on Section 6.12(a) of the Seller Disclosure Letter or a similar joint venture reasonably acceptable to Acquiror (the “Prospective Joint Venture”) and to cause the Prospective Joint Venture to obtain any necessary Permits such that the Prospective Joint Venture may write the lines of business written as of the date set forth on Section 6.12(a) of the Seller Disclosure Letter (the “Designated Date”) in the jurisdiction identified on Section 6.12(a) of the Seller Disclosure Letter (the “Designated Jurisdiction”) by the Company, the Transferred Subsidiaries and the branch currently existing in the Designated Jurisdiction (the “Designated Branch”) and to administer and collect premiums with respect to the Designated Branch’s existing in-force block of business in the Designated Jurisdiction. If (i) the Company or the Prospective Joint Venture fails to obtain any necessary Permit such that the Prospective Joint Venture and the Designated Branch are both prohibited from writing the lines of business written as of the Designated Date by the Designated Branch in the Designated Jurisdiction prior to the Closing, but the Prospective Joint Venture or the Designated Branch may administer and collect premiums with respect to the Designated Branch’s existing in-force block of business in the Designated Jurisdiction at the Closing, then, at the Closing the Purchase Price shall be reduced by the amount indicated as “NB” on the Schedule of Designated Amounts, as provided for in Section 2.03, (ii) the Company or the Prospective Joint Venture fails to obtain any necessary Permit such that the Prospective Joint Venture and the Designated Branch are both prohibited from administering and collecting premiums with respect to the Designated Branch’s existing in-force block of business in the Designated Jurisdiction at the Closing, but the Prospective Joint Venture or the Designated Branch may write the lines of business written as of the Designated Date by the Designated Branch in the Designated Jurisdiction prior to the Closing, then, at the Closing, the Purchase Price shall be reduced by the amount indicated as “EB” on the Schedule of Designated Amounts, as provided for in Section 2.03, or (iii) the Company or the Prospective Joint Venture fails to obtain any necessary Permits such that the Prospective Joint Venture and the Designated Branch are both prohibited from writing the lines of business written as of the Designated Date by the Designated Branch in the Designated Jurisdiction prior to the Closing and the Prospective Joint Venture or the Designated Branch loses the right to administer and collect premiums with respect to the Designated Branch’s existing in-force block of business in the Designated Jurisdiction at the Closing, the Purchase Price shall be reduced by the amount indicated as “NB/EB” on the Schedule of Designated Amounts, as provided for in Section 2.03(d) or (iv) (A) the Company or the Prospective Joint Venture fails to obtain any necessary Permits such that the Prospective Joint Venture and the Designated Branch are both prohibited from writing the lines of business written as of the Designated Date by the Designated Branch in the Designated Jurisdiction prior to the Closing, and the Prospective Joint Venture or the Designated Branch loses the right to administer and collect premiums with respect to the Designated Branch’s existing in-force block of business in the Designated Jurisdiction prior to the Closing and (B) the title and ownership of the Company’s pro rata share of the assets to the extent of capital and surplus of, or the Capital Stock, directly or indirectly, held by the Company in, the Prospective Joint Venture or the Designated Branch, free and clear of all Liens (other than, with respect to such assets, but not

103

Capital Stock, Permitted Liens) is prohibited from being transferred along with the rest of the Company and the Transferred Subsidiaries to the Acquiror at the Closing in relation to the purchase of the Shares by Acquiror, the Purchase Price shall be reduced by the amount indicated as “Grand Total” on the Schedule of Designated Amounts, as provided for in Section 2.03; provided, however, that, following the Closing, the Acquiror shall, and shall cause the Company to, use its commercially reasonable efforts to (1) consummate the formation of the Prospective Joint Venture if not so formed prior to the Closing, (2) obtain any necessary Permits such that the Prospective Joint Venture or the Designated Branch may write the lines of business written as of the Designated Date by the Designated Branch in the Designated Jurisdiction and the Prospective Joint Venture or the Designated Branch may administer and collect premiums with respect to the Designated Branch’s existing in-force block of business in the Designated Jurisdiction and (3) obtain any necessary Permits such that the Acquiror may take title and ownership of its pro rata share of the assets to the extent of capital and surplus of, and the Capital Stock held, directly or indirectly, by the Company in, the Prospective Joint Venture or the Designated Branch, as the case may be, free and clear of all Liens (other than, with respect to such assets, but not Capital Stock, Permitted Liens). In the event that the Company consummates the formation of the Prospective Joint Venture and obtains any necessary Permits such that the prohibitions described in clauses (i), (ii), (iii) or (iv) above are no longer imposed on the Prospective Joint Venture, the Designated Branch, the Company, any of the Transferred Subsidiaries or the Acquiror, as applicable, within six months following the Closing then the Acquiror shall pay to the Seller in cash the amount withheld from the Seller as set forth in clauses (i), (ii), (iii) or (iv) above at such time, as applicable. In the event that the Company and the Transferred Subsidiaries receive any amount with respect to the Designated Branch or the Prospective Joint Venture from any Person other than the Company and the Transferred Subsidiaries, within six months following the Closing, pursuant to the sale or other disposition of all or a portion of the Capital Stock or, other than in the Ordinary Course of Business, assets of the Designated Branch or the Prospective Joint Venture then, if such sale or other disposition occurs prior to the Closing, the Purchase Price shall be increased by an amount equal to the amount by which the net proceeds received by the Company from such sale or other disposition exceeds the amount set forth on the Schedule of Designated Amounts by which the Purchase Price would have been reduced had such sale or other disposition not occurred, or, if such sale or other disposition occurs following the Closing, the Acquiror shall promptly pay to the Seller the amount of the net proceeds received by the Company from such sale or disposition up to the amount set forth on the Schedule of Designated Amounts by which the Purchase Price was reduced at the Closing.

(b) The Parent and the Seller shall cause the Company to terminate, effective at or prior to the Closing, the Revised and Restated Reinsurance Agreement, effective as of December 1, 2003, by and between the Company, acting through its branch in Tokyo, Japan, and RGA Reinsurance Co., as the same may have been amended or supplemented from time to time, in accordance with its terms.

Section 6.13. Separation, Migration and Integration.

(a) The Parent and the Seller will, and will cause their Affiliates to, use commercially reasonable efforts to complete, or cause to be completed, each action set forth on Section 6.13(a)(i) of the Seller Disclosure Letter for which action the Parent, the Seller, the Company or the Transferred Subsidiaries is listed as a “Responsible Party” (each, a “Required

104

Pre-Close Separation Action”) on or prior to the “Target Completion Date” corresponding to such action set forth on Section 6.13(a)(i) of the Seller Disclosure Letter and, in any event, prior to the Closing Date. In addition, the Parent and the Seller will, and will cause their Affiliates to, use commercially reasonable efforts to complete, or cause to be completed, each action set forth on Section 6.13(a)(ii) of the Seller Disclosure Letter for which action the Parent, the Seller, the Company or the Transferred Subsidiaries is listed as a “Responsible Party” (each, an “Additional Required Separation Action” and, together with the Required Pre-Close Separation Actions, the “Required Separation Actions”) and shall use commercially reasonable efforts to ensure that each Additional Required Separation Action has been completed on or prior to the “Target Completion Date” corresponding to such action set forth on Section 6.13(a)(ii) of the Seller Disclosure Letter. To the extent that any Required Pre-Close Separation Action is not completed by the Closing Date or that any Additional Required Separation Action with a Target Completion Date prior to the Closing Date is not completed by the Closing Date, the Parent and the Seller will, and will cause their Affiliates to, use commercially reasonable efforts to complete, or cause to be completed such Required Pre-Close Separation Actions and such Additional Required Separation Actions as soon as practicable following the Closing Date. Other than costs of Third Party Consents related to such Required Separation Actions, responsibility for which shall be governed by the provisions of Section 6.06(e), (i) subject to Section 2.09, Exhibit M and Exhibit I, all costs of such Required Pre-Close Separation Actions incurred prior to the Closing Date shall be borne by the Company or the Transferred Subsidiaries, (ii) all costs of any Required Pre-Close Separation Actions incurred after the Closing Date shall be borne by the party identified as the “Responsible Party” in Section 6.13(a)(i) of the Seller Disclosure Letter, and (iii) all costs of all Additional Required Separation Actions shall be borne by the “Responsible Party” set forth in Section 6.13(a)(ii) of the Seller Disclosure Letter; provided, that all costs of all Additional Required Separation Actions incurred after the Closing Date shall be borne by the Parent, the Seller and their Affiliates (other than the Company and its Transferred Subsidiaries), provided, in any of clauses (i), (ii) or (iii), that the Acquiror shall bear any incremental costs resulting from any changes to the Required Separation Actions that are requested in writing by the Acquiror. To the extent the Parent or the Acquiror dispute if a Required Separation Action has been completed or not, such disputes shall be subject to resolution in the manner contemplated by Section 7.09(a)(i) of the Transition Services Agreement on an expedited basis as if such provisions were already in effect. Notwithstanding anything herein to the contrary, to the extent that as the result of the failure to complete a Required Pre-Close Separation Action by the Closing Date, the Acquiror, at any time prior to or following the Closing Date, identifies a service or access to a facility that would be an Additional Service or an Additional Facility pursuant to the Transition Services Agreement, the Acquiror may initiate the process for requesting such service or access to such facility as would be an Additional Service or an Additional Facility pursuant to the Transition Services Agreement, as if Section 2.03(a) of the Transition Services Agreement and the portions of the Transition Services Agreement related thereto were already in effect, including the provisions related to the rapid and timely escalation and resolution of any dispute in the manner contemplated by Section 7.09(a)(i) of the Transition Services Agreement on an expedited basis, provided, that the Seller and the Parent shall bear all incremental costs of providing or receiving such Additional Service or Additional Facility resulting from such failure to complete the Required Pre-Close Separation Action, including any Set-Up Costs (as such term is defined in the Transition Services Agreement) and the costs of any changes to the provision or receipt of the service or access to facility required as a result of such failure.

105

	(A)		The following provisions of the Transition Services Agreement shall apply to all Required Separation Actions provided after the Closing, as if they were Services or access to Facilities under the Transition Services Agreement: Sections 2.09 (Standard of the Provision of Services or Access to Facilities), 2.11 (Failure to Meet Standards for Services, Inability to Perform), 2.12 (Change in Services or Access to Facilities), 2.13 (Services and Access to Facilities Provided by Other Persons) (but excluding the second and third provisos of the first sentence of Section 2.13 concerning advance written notice and prior written consent), 2.18 (Security; Electronic and Other Access), 2.20 (Ownership of Intellectual Property), 2.25 (Primary Points of Contact for this Agreement), the penultimate sentence of Section 6.03(a) (Effect of Termination), Sections 6.03(b) (Effect of Termination), 7.01(b)(i) (Treatment of Confidential Information), 7.01(b)(ii) (Treatment of Confidential Information), 7.01(b)(iii) (Treatment of Confidential Information), 7.02 (Security Incidents), 7.03 (Notices) and 7.09 (Dispute Resolution) and, to the extent any provision in this Agreement contradicts any of the aforementioned provisions of the Transition Services Agreement, the provisions of the Transition Services Agreement shall prevail. For the avoidance of doubt, any breach of any of the covenants in the foregoing sections in the Transition Services Agreement in connection with the provision of the Required Separation Actions will be the subject of an indemnity by the Seller hereunder in accordance with the terms set forth in Article XI (and will not be the subject of an indemnity pursuant to the Transition Services Agreement).

	(B)		Any resources (including equipment and licenses contemplated by Section 6.13(a)(i) of the Seller Disclosure Letter) acquired by the Seller, the Parent and their respective Affiliates (including the Company and the Transferred Subsidiaries) which are paid for by the Company or the Transferred Subsidiaries or the costs for which are included in the calculations contemplated by Article II, Exhibit M or Exhibit I in connection with the Required Pre-Close Separation Actions shall be acquired in the name of the Company and the Transferred Subsidiaries.

(b) To the extent not included in the Required Separation Actions, the Parent, the Seller and their respective Affiliates shall take all actions necessary with respect to Personally Identifiable Information (as such term is defined in the Transition Services Agreement) of policyholders, customers, consumers, claimants, benefit recipients or employees of the Company and the Transferred Subsidiaries, and any other data and information related to the Business such that the parties will, at the Closing, be in compliance with (i) all applicable Laws with respect to privacy of such information and (ii) any applicable policies of, or promises

106

made to policyholders, customers, consumers, claimants, benefit recipients or employees of, the Seller, the Parent or their respective Affiliates with respect to privacy of such information, including, where necessary for such compliance, separating such Personally Identifiable Information from any other Personally Identifiable Information or other data and information of the Seller, the Parent and their respective Affiliates (other than the Company and the Transferred Subsidiaries), whether by physical or logical separation of such data and information and/or physical oversights, mechanisms and processes.

(c) (i) Following the date hereof, in furtherance of the provisions of Section 6.03 and the transactions contemplated hereby, the Seller, the Parent, the Company and the Transferred Subsidiaries shall use commercially reasonable efforts to cooperate with the Acquiror, at the Acquiror’s request, in planning for the provision of Services and access to Facilities (as defined in the Transition Services Agreement) pursuant to the Transition Services Agreement and planning for the migration and integration of the Business (including the data, Systems, operations and administration) and their personnel to and into the Acquiror, in accordance with mutually acceptable timetables, guidelines and procedures (which shall comply with applicable Law), with such cooperation to include each of the Seller and the Parent (collectively), the Company and the Transferred Subsidiaries (collectively) and the Acquiror: (A) appointing a divestiture planning manager; (B) establishing divestiture planning committees as mutually agreed; (C) setting regular meetings of the divestiture planning committees; (D) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for the planning for the provision of Services pursuant to the Transition Services Agreement and the planning for the migration and integration of the Business; (E) developing detailed project plans and budgets for the provision of Services pursuant to the Transition Services Agreement and the migration and integration of the Business; and (F) dedicating commercially reasonable resources to accomplish the foregoing. With respect to the divestiture managers for the Seller and the Parent (collectively) and the Company and Transferred Subsidiaries (collectively), such divestiture managers shall be Persons with sufficient knowledge and authority, inside and outside the U.S., to ensure that the appropriate personnel from the Seller, the Parent, the Company and the Transferred Subsidiaries, respectively, are assigned to the appropriate divestiture planning committees to be involved in the foregoing. All planning cooperation contemplated by this Section 6.13(c) shall be conducted in compliance with applicable Law (including antitrust and competition Law) and with the intention to minimize disruption to the Business and the businesses of the Seller, the Parent, the Acquiror and their respective Affiliates.

(ii) During the period commencing on the date hereof and extending until the Closing Date, each of the Seller, the Parent and its Affiliates shall use commercially reasonable efforts to cooperate with the Acquiror, at the Acquiror’s request, and the Acquiror shall use commercially reasonable efforts to cooperate with the Seller, the Parent and its Affiliates at the Parent’s request, to (A) perform any migration services reasonably required in order to migrate such services or access to facilities as were provided (I) by or on behalf of the Seller, the Parent or their Affiliates to the Company or any of the Transferred Subsidiaries or (II) by or on behalf of the Company or the Transferred Subsidiaries to the Seller, the Parent or its Affiliates (other than the Company or the Transferred Subsidiaries), in each case, immediately prior to the Closing, but that will not be so provided under the Transition Services Agreement from and after

107

the Closing and (B) perform any other migration services as are mutually agreed to by the Seller, the Parent and the Acquiror. The applicable party shall provide, or cause to be provided, such migration services as if they were Migration Services pursuant to the Transition Services Agreement, as if such agreement were in effect as of the date hereof.

(iii) Each of the Parent, the Seller, the Company, each Transferred Subsidiary and the Acquiror shall bear its own costs and expenses incurred in connection with the planning cooperation contemplated by this Section 6.13(c), except that:

	(A)		the Acquiror shall reimburse the Seller and the Parent for any reasonable and necessary third-party out-of-pocket expenses paid by the Seller, the Parent and their Affiliates to an unaffiliated Person in connection with the planning cooperation contemplated by sub-sections (A) through (F) of Section 6.13(c)(i);

	(B)		the Acquiror shall pay, as applicable, the Parent, the Seller or any of their Affiliates (including the Company and the Transferred Subsidiaries) for the migration services contemplated by Section 6.13(c)(ii)(A)(I) or the migration services requested by the Acquiror and provided pursuant to Section 6.13(c)(ii)(B) as if such migration services were Migration Services (as such term is defined in the Transition Services Agreement) pursuant to the Transition Services Agreement, as if such agreement were in effect as of the date hereof;

	(C)		to the extent that any of the planning cooperation contemplated by subsections (A) through (F) of Section 6.13(c)(i) or the migration services contemplated by Section 6.13(c)(ii)(A)(I) or the migration services requested by the Acquiror and provided pursuant to Section 6.13(c)(ii)(B) involve the Company or any Transferred Subsidiary entering into any license or other agreement with a third party on or prior to the Closing Date (which license or other agreement is not a Third Party Consent (or an alternative thereto pursuant to Section 6.06(e)), a Contract required by Section 6.08(e), or required as part of a Required Separation Action), which license or agreement is requested in writing by and on terms agreeable to the Acquiror (each, a “Requested License”), then prior to the Closing and at the option of the Parent, the Acquiror will either (I) pay to such third party any and all amounts due and payable in connection with such Requested License or (II) reimburse the Parent, the Seller or their Affiliates (including the Company and the Transferred Subsidiaries) for any and all amounts paid to such third party in connection with such Requested License within 10 Business Days of receiving an invoice with respect to such payments.

108

The invoicing, payment and dispute resolution provisions of the Transition Services Agreement, including Article III and Section 7.09 thereof, shall apply to all requests for payments and payments due under this Section 6.13(c)(iii) as though the Transition Services Agreement had become effective on the date hereof.

(d) (i) Immediately following the date hereof, the Seller, the Parent, the Company, the Transferred Subsidiaries and the Acquiror shall cooperate in good faith and use commercially reasonable efforts to (A) finalize (through addition, deletion and modification) no later than 120 days following the date hereof those schedules for Parent Services, Company Services, Parent Facilities and Company Facilities that are services or access to facilities consisting of IT services, regardless of whether such services or access to facilities are set forth on a schedule designated as an “IT Schedule” (the “IT-Related Schedules”) that have not been fully agreed to by the parties as of the date hereof and (B) finalize (through addition, deletion and modification) no later than 60 days following the date hereof those schedules for Parent Services, Company Services, Parent Facilities and Company Facilities that are not IT-Related Schedules (the “Non-IT Related Schedules”) that have not been fully agreed to by the parties as of the date hereof (such schedules as are described in (A) and (B), collectively, the “Partially Agreed Schedules”). If the parties hereto fail to reach agreement with respect to the price, term, extended term, or any applicable termination charges for any service or access to such facility in a Partially Agreed Schedule, such issues shall be resolved in accordance with Section 7.09(a)(i) of the Transition Services Agreement on an expedited basis and resolved in accordance with the methodology for determining the price, duration, termination charges and other terms and conditions for an Additional Service or Additional Facility set forth in Section 2.03(a) of the Transition Services Agreement and, for the avoidance of doubt, the Agreed Price definition set forth in Section 3.01 of the Transition Services Agreement shall apply provided that any such failure to reach agreement on the foregoing shall not affect the obligation to provide such service or access to such facility as of the Closing Date.

(ii) Those schedules for Parent Services, Company Services, Parent Facilities or Company Facilities that are attached to the form of the Transition Services Agreement as of the date hereof either (A) have been fully agreed to by the parties hereto as of the date hereof (the “Agreed Schedules”), shall be deemed complete and shall be attached to the Transition Services Agreement and become schedules thereto as of the Closing or (B) are Partially Agreed Schedules and, in finalizing such Partially Agreed Schedules, the parties hereto shall not make any changes to those terms and conditions that are set forth in such Partially Agreed Schedules as of the date hereof, in each case of (A) and (B), except to the extent that, during the 120 day period following the date hereof for any Agreed Schedules or Partially Agreed Schedules that are IT-Related Schedules and during the 60 day period following the date hereof for any Agreed Schedules or Partially Agreed Schedules that are Non-IT-Related Schedules, (I) a material error or omission in information provided or made available to the Acquiror prior to the date hereof is identified with respect thereto; or (II) the Acquiror determines that it does not wish to receive a service or access to a facility listed in an Agreed Schedule or a Partially Agreed Schedule; provided, that to the extent that the Parent’s ability to provide, or cause to be provided, a Service or access to a Facility, as the case may be, is dependent on the continuation of another Service or access to another Facility that the Acquiror determines that it does not wish to receive, pursuant to the Acquiror’s written request as set forth in a

109

written notice from the Acquiror, in which case the Parent shall promptly provide written notice thereof to the Acquiror and such Service or access to such Facility the Acquiror determines that it does not wish to receive shall remain on the applicable schedule and the parties shall work in good faith to determine how and when such Service or access to such Facility can be terminated; provided, further, that if such Service or access to such Facility that the Acquiror determines that it does not want to receive is terminated prior to Closing, the Acquiror shall reimburse the Parent and its Affiliates for any Set-Up Costs (as such term is defined in the Transition Services Agreement) that are set forth in the Agreed Schedule or the Partially Agreed Schedule and that the Parent or its Affiliates have incurred prior to the termination of such Service or access to such Facility. In the case of (I), the Acquiror, Seller and the Parent shall use their commercially reasonable efforts to mutually agree to appropriate revisions or additions to the portion of such Agreed Schedule or Partially Agreed Schedule related to such service or access to such facility in question, and in the case of (II), reference to such service or access to facility shall be deleted from such Agreed Schedule or Partially Agreed Schedule; provided, that if in the case of (I) or (II), the parties hereto fail to reach such a mutual agreement within ten days of the Acquiror notifying the Parent of any such material error or omission or determination by the Acquiror that it does not wish to receive a service or access to a facility, the dispute shall be rapidly and timely escalated and resolved in the manner contemplated by Section 7.09(a)(i) of the Transition Services Agreement on an expedited basis and resolved in accordance with the methodology for determining the price, duration, termination charges and other terms and conditions for an Additional Service or Additional Facility set forth in Section 2.03(a) of the Transition Services Agreement.

(iii) (A) From and after the date hereof until the Closing the parties shall have the right to initiate the process for requesting a service or access to a facility as would be an Additional Service or an Additional Facility pursuant to the Transition Services Agreement, as if Section 2.03(a) of the Transition Services Agreement and the portions of the Transition Services Agreement related thereto were already in effect, including the provisions related to the rapid and timely escalation and resolution of any dispute in the manner contemplated by Section 7.09(a)(i) of the Transition Services Agreement on an expedited basis.

(B)

If a party hereto has initiated the process for an Additional Service or an Additional Facility pursuant to Section 6.13(d)(iii)(A) at any time prior to 30 days prior to the Closing Date such Additional Service or Additional Facility shall be provided from and after the Closing Date. If the parties fail to reach agreement with respect to the price, Initial Additional Term, Extended Additional Term, or any applicable termination charges for any such Additional Service or access to such Additional Facility, such issues shall be resolved in accordance with Section 7.09(a)(i) of the Transition Services Agreement on an expedited basis, provided that any such failure to reach agreement on the foregoing shall not affect the obligation to provide such Additional Service or access to such Additional Facility as of the Closing Date.

110

(C)

If a party hereto has initiated the process for an Additional Service or an Additional Facility pursuant to Section 6.13(d)(iii)(A) at any time less than 30 days prior to the Closing Date such Additional Service or Additional Facility shall be provided from and after the Closing Date. If the parties hereto fail to reach agreement with respect to the price, Initial Additional Term, Extended Additional Term, or any applicable termination charges for any such Additional Service or access to such Additional Facility, such issues shall be resolved in accordance with Section 7.09(a)(i) of the Transition Services Agreement on an expedited basis, but such failure to reach agreement shall not delay the provision of the Additional Service or access to the Additional Facility.

(e) No later than 120 days following the date hereof, the Acquiror shall deliver to the Parent the list of names (not to exceed 15 names) to be set forth on Schedule 2.16(a) of the Transition Services Agreement; provided, however, that if within five days of receiving such list, the Parent in its reasonable judgment, notifies the Acquiror in writing of the Parent’s objection to one or more of the names set forth on such list being included on Schedule 2.16(a) of the Transition Services Agreement, the Acquiror and the Parent will meet in good faith during the five Business Days following the date such written objection is delivered to the Acquiror to mutually agree either (i) whether to include such name or names on Schedule 2.16(a) of the Transition Services Agreement or (ii) instead find a replacement or replacements for such name or names.

Section 6.14. Parent Corporate Credit Card Program. Concurrently with the Closing, the Seller and the Acquiror shall, and shall cause their respective Affiliates to, take such actions as may be necessary to terminate the participation of the Company and the Transferred Subsidiaries and their respective employees in the Credit Card Program effective as of the Closing. From time to time following the Closing, the Acquiror shall cause the Company and the Transferred Subsidiaries to, promptly upon receipt of a written request for payment and appropriate documentation with respect thereto as may be reasonably requested by the Acquiror, reimburse the Seller or any of its Affiliates, in cash, for any amounts paid or otherwise incurred by the Seller or any of its Affiliates in the Ordinary Course of Business under the Credit Card Program on behalf of the Company or any of the Transferred Subsidiaries or their respective Employees to the extent that the Seller and its Affiliates have not previously been reimbursed for such amounts.

Section 6.15. Company E&O Claims. Effective as of the Closing, (a) the Acquiror shall assume and discharge or perform when due, and shall be liable for and pay, all debts, liabilities, commitments and obligations of any kind relating to or arising out of any Company E&O Claims arising from acts or omissions occurring after the Closing Date and (b) the Seller and its Affiliates shall have no responsibility of any nature with respect to any such Company E&O Claims. The Parent and the Seller shall reimburse the Acquiror and any of its Affiliates (including, after the Closing, the Company and the Transferred Subsidiaries) for any payment of debts, liabilities, commitments and obligations of any kind relating to or arising out of any Company E&O Claims arising from acts or omissions occurring on or prior to the Closing Date, and neither the Acquiror nor any of its Affiliates (including, after the Closing, the

111

Company and the Transferred Subsidiaries) shall have any responsibility of any nature with respect to any such Company E&O Claims.

Section 6.16. Acquiror Financing Activities. Each of the Parent and the Seller agrees to provide, and shall cause the Company and the Transferred Subsidiaries and its and their respective Representatives to provide, reasonable cooperation in connection with the arrangement of any financing the proceeds of which may be used to consummate the transactions contemplated by the Transaction Agreements or in connection with other financings (collectively, the “Financings”) or in connection with satisfying any reporting obligation under the Exchange Act, in each case as may be reasonably requested by the Acquiror, including:

(a) providing to the Acquiror information (which the Acquiror may provide to its financing sources) regarding the Company and the Transferred Subsidiaries and their respective industries reasonably requested by the Persons providing or arranging the Financings and identifying any portion of such information that constitutes material non-public information;

(b) assisting the Acquiror and its financing sources in the preparation of (i) one or more offering documents and/or confidential information memoranda for any Financing (including any financial statements of the Company and the Transferred Subsidiaries and cooperating in the preparation of any pro forma financial statements that would be required by Regulation S-X (without regard to Rule 3-05(b)(4) thereof) and Regulation S-K under the Securities Act (treating each Financing as an offering registered under the Securities Act) and (ii) materials for rating agency presentations;

(c) causing the appropriate members of management to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies;

(d) reasonably cooperating with the Acquiror’s and its financing sources’ marketing efforts in connection with any Financing;

(e) reasonably cooperating in satisfying the conditions set forth in the commitment letters and related term sheets pursuant to which any lender or other source of financing provides any Financing (the “Financing Commitments”) or other agreements relating to any alternative forms of financing from alternative sources in replacement of all or a portion of the Financings contemplated by the Financing Commitments (to the extent the satisfaction of such condition requires the cooperation of the Parent, the Seller, the Company or any of the Transferred Subsidiaries);

(f) providing and executing documents as may be reasonably requested by the Acquiror, including customary certificates (including solvency certificates), legal opinions, consents of accountants for use of their reports in any materials relating to any Financing and customary representations letters in connection with bank confidential information memoranda;

(g) using its commercially reasonable efforts to cause the Independent Auditor to provide assistance to the Acquiror, including providing consents to the Acquiror to

112

use their audit reports relating to the Company and the Transferred Subsidiaries and to provide any necessary “comfort letters;”

(h) preparing and furnishing to the Acquiror and its financing sources as promptly as practicable:

(i) no later than May 15, 2010, the audited combined and consolidated balance sheet, income statement, statement of cash flows, statement of changes in stockholders’ equity, and the accompanying footnotes, of the Company and the Transferred Subsidiaries as of and for the year ended November 30, 2009 (the “Audited Company Financial Statements”), accompanied by the unqualified opinion of the Independent Auditor;

(ii) no later than April 15, 2010, the draft unaudited combined and consolidated balance sheet and income statement of the Company and the Transferred Subsidiaries as of and for the quarter ended February 28, 2010 and the comparable period of the prior fiscal year, which exclude Parent consolidating entries and income taxes;

(iii) no later than May 15, 2010, the final unaudited combined and consolidated balance sheet, income statement, statement of cash flows and statement of changes in stockholders’ equity, and all accompanying footnotes, of the Company and the Transferred Subsidiaries as of and for the quarter ended February 28, 2010 and the comparable period of the prior fiscal year, all of which shall be reviewed by the Independent Auditors in accordance with the Statement of Auditing Standards No. 100;

(iv) no later than 35 days after the last day of each fiscal quarterly period of the Company (each “Fiscal Quarter”) ending after February 28, 2010, the draft unaudited combined and consolidated balance sheet, income statement, statement of cash flows and statement of changes in stockholders’ equity, and the accompanying footnotes, of the Company and the Transferred Subsidiaries as of the last day of and for each such fiscal year-to-date period and the comparable year-to-date period of the prior fiscal year;

(v) no later than 60 days after the last day of each Fiscal Quarter ending after February 28, 2010, the final unaudited combined and consolidated balance sheet, income statement, statement of cash flows and statement of changes in stockholders’ equity, and the accompanying footnotes, of the Company and the Transferred Subsidiaries as of the last day of and for each such fiscal year-to-date period and the comparable year-to-date period of the prior fiscal year, all of which shall be reviewed by the Independent Auditor, in accordance with the Statement of Auditing Standards No. 100;

(vi) in the event that the Closing Date occurs subsequent to November 1, 2010, no later than January 31, 2011, the audited combined and consolidated balance sheet, income statement, statement of cash flows and statement of changes in stockholders’ equity, and the accompanying footnotes, of the Company and the Transferred Subsidiaries as of and for the year ended November 30, 2010, accompanied by the unqualified opinion of the Independent Auditor; and

113

(vii) to the extent necessary in connection with any Financing (including the satisfaction of any conditions set forth in the Financing Commitments) or in connection with any reporting obligation under the Exchange Act any other audited or unaudited financial statements and data, audit reports and other information that would be required by Regulation S-X (without regard to Rule 3-05(b)(4) thereof) and Regulation S-K under the Securities Act treating each Financing as an offering registered under the Securities Act) (including any pro forma adjustments (and explanatory notes) relating to the transactions contemplated by this Agreement) and a second year of audited combined and consolidated balance sheet, income statement, statement of cash flows and statement of changes in stockholders’ equity, as necessary, accompanied by the unqualified opinion of the Independent Auditor, (the financial and other data and information described in this clause (h) being the “Required Information”),

(i) reasonably facilitating the pledging of collateral and providing of guarantees, subject to the occurrence of the Closing, and

(j) taking all corporate actions necessary to authorize the consummation of any Financing.

The Seller will use commercially reasonable efforts to periodically update any financial statements, pro forma financial information, financial data, audit reports and other information required by Regulation S-X (without regard to Rule 3-05(b)(4) thereof) and Regulation S-K under the Securities Act (treating each Financing as an offering registered under the Securities Act) and the other accounting rules and regulations of the SEC to be included in the Required Information such that the Required Information remains Compliant in connection with the consummation of any Financing or in connection with any other financing obligation or reporting obligation under the Exchange Act.

Section 6.17. Stockholder Approval.

(a) The Acquiror shall take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of its stockholders (the “Stockholders Meeting”) no later than the first anniversary of the Closing, and to submit the Conversion Proposal to its stockholders for approval. The board of directors of the Acquiror has unanimously adopted a resolution to recommend to its stockholders that such stockholders vote in favor of the Conversion Proposal. In connection with the Stockholders Meeting, the Acquiror shall prepare and file with the SEC a preliminary proxy statement, shall use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to its stockholders in a timely manner after clearance thereof by the SEC, and shall use its commercially reasonable efforts to solicit proxies for such stockholder approval. The Acquiror shall notify the Seller and the Parent promptly of the receipt of any comments from the SEC or its staff with respect to the Conversion Proposal and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Seller and the Parent with copies of all correspondence between the Acquiror or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Conversion Proposal, including copies of the preliminary and definitive proxy statements and

114

other proxy material relating to the Conversion Proposal. If at any time prior to the Stockholders Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Acquiror shall as promptly as reasonably practicable prepare and mail to its stockholders such an amendment or supplement. Each of the Seller and the Acquiror agrees as promptly as reasonably practicable to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Acquiror shall as promptly as reasonably practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The Acquiror shall consult with the Seller and the Parent prior to filing such proxy statement, or any amendment or supplement thereto, and provide the Seller and the Parent with a reasonable opportunity to comment thereon; provided, however, that the Acquiror shall retain the right to determine the final content of such proxy statement and any amendment or supplement thereto. The Seller and the Parent agree to promptly furnish the Acquiror all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with the Stockholders Meeting.

(b) If the Conversion Proposal is not approved by the Acquiror’s stockholders prior to the first anniversary of the Closing, the Acquiror shall pay to the Seller the Compensatory Amount in cash, which payment shall be made on the third Business Day following the first anniversary of the Closing.

Section 6.18. Transfer and License of Certain Information Technology Assets.

(a) At the Closing, the Seller and their respective Affiliates shall transfer to the Company or the Transferred Subsidiaries (i) all proprietary software owned by the Parent, the Seller or their respective Affiliates (other than the Company and the Transferred Subsidiaries) but used exclusively by the Company or the Transferred Subsidiaries (either individually or collectively) and (ii) all proprietary hardware owned by the Parent, the Seller or their respective Affiliates (other than the Company and the Transferred Subsidiaries) but used exclusively by the Company and the Transferred Subsidiaries (either individually or collectively). If after the Closing the Seller or the Acquiror discovers any such software or hardware set forth in clause (i) or (ii) of this Section 6.18 that was not so transferred pursuant to this Section 6.18(a), the Seller or the Acquiror shall promptly notify the other, as applicable, and the Seller shall, at no expense to the Acquiror or any of its Affiliates (including the Company or any of the Transferred Subsidiaries), promptly transfer or cause to be transferred, at the Acquiror’s reasonable request, such software (in both source code and object code form) or hardware to the Company or a Transferred Subsidiary; provided that this Section 6.18(a) shall be deemed to have not been breached so long as the failure of the initial transfer was not an intentional breach of this Agreement and the foregoing transfer is completed in accordance with this Section 6.18(a).

(b) Effective as of the Closing Date, the Parent, on behalf of itself, the Seller and their respective Affiliates, hereby grants to the Company and the Transferred Subsidiaries a royalty-free, irrevocable, perpetual, fully paid up, non-exclusive, non-transferable (except in connection with the sale of part or all of the Business in which the software is used), non-

115

sublicenseable (except to distribute for use in the conduct of the Business, provided that the software shall not be exploited in a manner that is not directly connected to the conduct of the Business), worldwide right and license to reproduce, copy, display, integrate, access, perform, modify, create derivative works of and otherwise use the software set forth on Section 6.18(b) of the Seller Disclosure Letter. Such software is licensed “as is”/“where is” without any representations or warranties. At the Closing, the Parent shall cause a copy of such software (in both source code and object code form) to be delivered to the Company; provided, that in the event such code is embedded in other code and would require extraction therefrom in order to enable delivery to the Company, the cost of such extraction shall be borne equally by Parent and Acquiror. The Company and the Transferred Subsidiaries shall indemnify and hold harmless the Parent, the Seller, and their respective Affiliates from and against any Losses arising from Third Party Claims, on account of the Company’s or the Transferred Subsidiaries’ use or modification of the software. For the avoidance of doubt, (i) the Parent, the Seller and their respective Affiliates shall have no obligation to provide to the Company or any of the Transferred Subsidiaries any updates, modifications or fixes with respect to any such software and (ii) software, for purposes of this Section 6.18(b), means computer programs but not data. The Acquiror, the Company and the Transferred Subsidiaries shall maintain such software as confidential information.

Section 6.19. Remediation of Security Breaches. To the extent permitted by applicable Law prior to the Closing, the Parent and the Seller shall and shall cause their respective Affiliates to (a) use reasonable best efforts to remedy any security breach set forth on Section 3.11(f) of the Seller Disclosure Letter, (b) provide the Acquiror with copies of all material communications with regulatory authorities and timely updates with respect to all material measures taken or proposed to be taken to remedy any such security breach set forth in Section 3.11(f) of the Seller Disclosure Letter, (c) promptly notify the Acquiror if the Company or any Transferred Subsidiary (i) suffers a security breach with respect to the data or information systems used in the conduct of the Business, which breach has a material impact on the operation of the Business or (ii) notifies or is required under applicable Law to notify (A) any employee of the Company or any Transferred Subsidiaries, customer of the Business or any other Person in connection with the Business of any information security breach involving such employee’s, customer’s or other Person’s personal information (including private, health, medical and financial information) or (B) any Governmental Authority in relation to any of the foregoing; and (d) provide the Acquiror with copies of all material communications with regulatory authorities and timely updates with respect to all material measures taken or proposed to be taken to remedy any such security breach described in this Section 6.19. In all cases, the Seller shall reasonably cooperate with the Acquiror in remedying any such security breach.

Section 6.20. Investment Assets.

(a) (i) From the date hereof through the Closing, as soon as practicable after it becomes available (and in any event not later than 25 days after the end of each calendar month) the Seller shall deliver to the Acquiror a true, correct and complete list of all purchases, acquisitions, commitments, derivatives, transactions, sales and dispositions during the previous month of Investment Assets of the Company or any of the Transferred Subsidiaries, for which transaction details are provided in XXX, and all investments and reinvestments of income and proceeds in respect thereof (such purchases, acquisitions, commitments, derivatives, transactions,

116

sales, dispositions, investments and reinvestment, the “Investment Asset Transactions”), including the dates of such Investment Asset Transaction and the book value or amortized cost and market value of the associated Investment Asset, (ii) no later than 30 days after the last day of each fiscal quarter, the Seller shall deliver to the Acquiror a true, correct and complete list of the Investment Assets as of such quarter end date, and (iii) from the last day of the fiscal quarter immediately preceding the Closing Date, the Seller shall deliver weekly updates of the Investment Asset Transactions, and for the five Business Days prior to the Closing Date, as reasonably practicable, daily updates of the Investment Asset Transactions. The Seller shall provide to the Acquiror, on a periodic basis, the regular investment reports that are provided to the Company’s Chief Investment Officer by the Transferred Subsidiaries and the non-United States branches of the Company.

(b) The Parent and the Seller shall provide the Acquiror written notice of the Company’s or any Transferred Subsidiary’s intention to effect (i) an Investment Asset Transaction the book value of which exceeds $100,000,000 per transaction or series of related transactions, (ii) any refinancing (including any extension, modification, renewal, exchange, cancellation or forgiveness of debt) of a Loan Interest with a loan-to-value ratio of 75% or more other than the assets subject to the Special Asset Protection Agreement or (iii) any origination of any new Loan Interest which constitutes a senior mortgage loan, each of (i), (ii) or (iii) excluding (A) transactions relating to Investment Assets belonging to one or more separate accounts of the Company or any Transferred Subsidiary or derivative novation strategies and (B) cash or near cash activities (as defined in the SI Unaudited Reporting Package). The Seller shall, and shall cause the Company or the Transferred Subsidiary to, as applicable, at least five Business Days prior to effecting such Investment Asset transaction (A) afford the Acquiror with a reasonable opportunity to review the principal terms and relevant financial data relating to such proposed transaction (or series of related Investment Asset Transactions) and (B) consider in good faith the views and comments of the Acquiror in connection with the proposed transaction (or series of related transactions). The Parent and the Seller shall, from the date hereof through the Closing Date, cause the Company and the Transferred Subsidiaries to make any new investments that support liabilities denominated in foreign currencies, whether made with proceeds of Investment Assets or other funds in a manner reasonably designed to avoid any material increase in any mismatch existing on the date hereof between the currency of such liabilities and the currency of the Investment Assets supporting such liabilities; provided, that: (1) subject at all times to Section 6.08(c), the Company and the Transferred Subsidiaries may maintain existing derivative transactions or may enter into derivative transactions designated to mitigate the currency risks of its Investment Assets and liabilities, (2) the foregoing shall not constitute a guarantee of future performance of such investments or Investment Assets or that such asset-liability matching will be successful, and (3) the parties hereby acknowledge that such investments and Investment Assets are subject to foreign exchange rate fluctuation, market, currency, economic, political and other risks outside of the Company and the Transferred Subsidiary’s control and for which the Seller and the Parent assume no responsibility.

Section 6.21. Release of Liens. Prior to the Closing, the Parent and the Seller shall take all actions necessary or desirable to obtain and effect the full release and discharge, effective at or prior to the Closing, of (a) any and all Liens on the Shares, the DelAm Shares, the Capital Stock of any of the Transferred Subsidiaries and the assets and properties of the Company or any of the Transferred Subsidiaries, other than any Permitted Liens that are not

117

FRBNY Liens and (b) any and all obligations of the Company or any Transferred Subsidiary, including guarantees or similar obligations, under (i) the Guarantee and Pledge Agreement, dated as of September 22, 2008 (as may be amended, modified or supplemented from time to time), between the Seller and the FRBNY, (ii) the Credit Agreement, dated as of September 22, 2008 (as may be amended, modified or supplemented from time to time), between the Seller and the FRBNY and (iii) the LLC Agreement.

Section 6.22. Investment Management Agreements.

(a) The Parent, the Seller and the Acquiror agree that the investment management agreements set forth on Section 6.22 of the Seller Disclosure Letter (the “Investment Management Agreements”) either currently in force or to be entered into in substantially the forms attached hereto as Section 6.22 of the Seller Disclosure Letter by and between the Company or any Transferred Subsidiary and AIG Asset Management Group (“AMG”) shall not be terminated, nor shall the aggregate amount of assets managed thereunder be materially reduced, until nine months after the Closing; provided, however, that the Company and any Transferred Subsidiary shall be permitted to terminate any such agreement or to reduce the amount of the assets under management under any such agreement on a portfolio-by-portfolio basis (i) in accordance with the terms of the relevant Investment Management Agreement and (ii) upon not less than 90 days (or such mutually agreeable shorter period) prior written notice of such termination from the Acquiror to AMG (which notice shall state the date on which termination or reduction shall occur). On not less than 90 days (or such mutually agreeable shorter period) written notice from the Acquiror, the Parent and the Seller shall, at or following the Closing, cause AMG to cause the Investment Management Agreements to be novated or assigned to the Acquiror’s designee (provided such novation or assignment shall relieve AMG of any future obligations under the assigned agreement except with regard to liabilities which arose prior to the date of the novation or assignment and shall be in a form reasonably acceptable to AMG). The Parent and the Seller shall, and shall cause AMG to, reasonably cooperate with the Acquiror in making any filings or applications with a Governmental Authority to obtain necessary approvals in connection with such novation or assignment.

(b) The Parent, the Seller and the Acquiror recognize that AMG desires to transition, and the Acquiror desires to assume, full investment management responsibilities for the Investment Assets. The Parent, the Seller and the Acquiror will regularly meet to develop a mutually agreeable investment management transition plan and timetable, and devote sufficient resources to develop such a plan.

(c) After the Closing, (i) at the Parent’s request and upon the consent of the Acquiror (which consent shall not be unreasonably withheld), the Acquiror shall, to the extent not prohibited by applicable Law and subject to the receipt or completion of regulatory approvals and consultations that the Acquiror may reasonably deem appropriate or necessary, assign full discretionary management rights to the assets of the Protected Recovery Fund formed by ALICO U.K. Branch (the “PRF”) to a third party reasonably acceptable to the Acquiror and (ii) from and after July 1, 2012, the Parent may purchase assets from the PRF at market value to the extent such assets have not matured prior to July 1, 2012, as such market value is reasonably determined using the average of at least two (and if commercially reasonably practicable, three)

118

quotations therefor from reputable dealers in the relevant market unaffiliated with any party hereto and who engage as a regular and significant part of their business in making two way markets in the relevant products.

(d) Neither the Parent, the Seller nor any of their respective Affiliates that are parties to any Contract pursuant to which it is obligated to provide any investment management services (or services ancillary thereto) to or on behalf of the Company or any Transferred Subsidiary with respect to the PRF before July 1, 2012, shall fail to perform such obligations in accordance with such Contract or amend, terminate, renew or extend such Contract, except with the prior written consent of the Acquiror, prior to the Closing, or the Company, following the Closing.

Section 6.23. Notification.

(a) Between the date hereof and the Closing Date, each of the Parent and the Seller, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other of: (i) the occurrence or non-occurrence of any event that is reasonably likely to result in the failure of any condition to the Closing or that indicates that any of the representations and warranties contained in the Transaction Agreements will not be, or are not, true and correct and (ii) the receipt of any material notice or other communication from any third Person alleging that the approval, consent, authorization, permission or act of, or the making by the Parent, the Seller, the Acquiror or any of their respective Affiliates, as the case may be, of any notices to or declaration, filing or registration with, such third Person is or may be required in connection with the transactions contemplated by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such third Person; provided, however, that in each case, such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or any failure of a condition to the Closing, or to otherwise limit or affect in any way the remedies available hereunder to the party receiving such notice; and provided, further, that failure to deliver any notice pursuant to this Section 6.23(a) shall not result in a failure of any condition set forth in Article IX or liability to any party hereto under Article IX unless the underlying event or breach would independently result in the failure of such condition or such liability.

(b) Each of the Parent and the Seller, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other of any Action that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by the Transaction Agreements. Each party hereto shall promptly notify the other of any Action that may be threatened, brought, asserted or commenced against the Parent, the Seller, the Acquiror or any of their respective Affiliates, as the case may be, that would have been listed on Section 3.08 of the Seller Disclosure Letter or Section 5.08 of the Acquiror Disclosure Letter, as the case may be, if such Action had arisen prior to the date hereof; provided, however, that in each case, such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice; and provided, further, that failure to deliver any notice pursuant to this Section 6.23(b) shall not result in a failure of any condition set forth in Article IX.

119

Section 6.24. Separateness; Liquidity.

(a) In order to ensure its continuation as an entity structurally and legally separate from any Affiliate or other Person, the Seller shall from and after the date hereof:

(i) (A) take all actions necessary to maintain its status as a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and to observe its organizational formalities, (B) not adopt, propose or file or consent to the filing of any petition, either voluntary or involuntary, avail itself of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors without the prior written consent of the Acquiror, (C) not change its legal structure or otherwise merge into or consolidate with any Person or (D) not amend, modify, terminate or fail to comply with, and not agree to amend, modify or terminate, any provision of the LLC Agreement, except for, subject to Section 6.01, any amendment, modification, termination or failure to comply that does not adversely affect the Seller’s ability to perform its obligations under this Agreement;

(ii) not (1) (A) engage in any business or activity or (B) otherwise directly or indirectly acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any assets, securities, properties, interests or businesses, in a single transaction or a series of transactions, or create, incur, assume, guarantee, endorse or otherwise become liable or responsible for (whether directly, contingently or otherwise) any indebtedness or guarantees thereof or any other obligations, in each case, other than as expressly contemplated by this Agreement or as necessary to satisfy or perform its obligations under the Transaction Agreements to which it is a party or (2) enter into any Contract with any member, principal or Affiliate, as the case may be, except for, subject to Section 6.01, any Contract that is on arm’s-length terms and does not adversely affect the Seller’s ability to perform its obligations under this Agreement;

(iii) (1) maintain its assets, including its books, records and bank accounts, separate and apart from any assets of its members, Affiliates or any other Person, (2) not participate in a cash management system with any other Person (other than the Acquiror), (3) not be included on the tax returns of any other Person, except as required by applicable Law, (4) not share any common logo with or hold itself out as or be considered as a department or division of any other Person, (5) use its own separate stationery, invoices and checks, (6) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate, (7) not, except as expressly contemplated by this Agreement, have any of its obligations guaranteed by an Affiliate, or (8) otherwise (A) hold itself out to the public as a legal entity separate and distinct from any other Person and conduct its business solely in its own name, and not as a division or part of any other Person, in order not (x) to mislead others as to the identity with which such other Person is transacting business or (y) to suggest that the Seller is responsible for the debts of any third party (including any member, general partner, principal or Affiliate, as the case may be, or any member, general partner, principal or Affiliate thereof and (B) correct any known misunderstandings regarding its separate identity from the identities of any other Person; and

120

(iv) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character.

(b) The Parent agrees (i) that it shall cause the Seller to comply with the covenants set forth in Section 6.24(a) and (ii) if the Seller does not have cash or other liquid assets in such amounts and in such form as is necessary to enable it to meet its obligations on a timely basis, including its obligations to indemnify any of the Acquiror Indemnified Parties under the Transaction Agreements, the Parent shall promptly provide to the Seller cash or other liquid assets in such amounts and in such form as is necessary to enable the Seller to meet such obligations in a timely manner or to pay such obligations on a timely basis. For the avoidance of doubt, the covenants contained in this Section 6.24(b) are for the benefit of the Acquiror and its Affiliates, and nothing contained herein shall confer any right, claim or benefit upon any third party, including the Seller.

Section 6.25. Equity Units Documents. If requested by the Acquiror, the Parent and the Seller shall take all actions necessary to ensure that the Equity Units are treated, upon issuance at the Closing, (a) as “Basket D” securities by Xxxxx’x and “Super Hybrid” securities by Standard & Poor’s and (b) as Tier 1 capital of the Acquiror by the Federal Reserve Board, including agreeing to make any changes to the Equity Units Documents as are reasonably necessary to ensure that the Equity Units are afforded such treatment and participating in all meetings and discussions with Xxxxx’x, Standard & Poor’s and the Federal Reserve Board with respect to the terms and treatment of the Equity Units. If any such changes, taken as a whole, to the Equity Units Documents are made that reduce the Fair Value as determined by the Valuation Agent of the Equity Units to the Seller as of the Closing Date, as compared with the Fair Value as determined by the Valuation Agent of the Equity Units, assuming the Equity Units were issued as of the Closing Date without giving effect to any such changes, then the Acquiror shall increase the Cash Consideration by an amount equal to the reduction in such Fair Value. Notwithstanding the provisions in Section 11.05(e)(i) with respect to the payment of the fees and expenses of the Valuation Agent, all fees and expenses incurred by the Valuation Agent in performance of any valuation pursuant to this Section 6.25 shall be paid by the Acquiror.

Section 6.26. Certain Expenses. Except for costs and expenses incurred in connection with the Required Pre-Closing Separation Actions or as are subject to reimbursement by the Acquiror pursuant to Section 6.13, or as otherwise required by applicable Law, in no event shall the Parent and its Affiliates (other than the Company or any of the Transferred Subsidiaries) allocate to the Company and the Transferred Subsidiaries any costs and expenses exceeding $5,000,000 in the aggregate per month incurred by the Parent and its Affiliates (other than the Company or any of the Transferred Subsidiaries) in directly providing services to the Company and the Transferred Subsidiaries following the date of this Agreement and prior to the Closing; provided, for the avoidance of doubt, such costs and expenses shall not include payments made on behalf of the Company or any Transferred Subsidiary subject to reimbursement thereby.

Section 6.27. Further Action. The Acquiror, the Seller and the Parent (a) shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be

121

reasonably required or requested by any party to carry out the provisions of the Transaction Agreements and give effect to the transactions contemplated by the Transaction Agreements, (b) shall refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing, and (c) not in limitation of any other provision of this Agreement, shall use their respective reasonable best efforts to cause all the conditions to the obligations of the other party hereto to consummate the transactions contemplated by the Transaction Agreements to be met as soon as reasonably practicable.

ARTICLE VII

EMPLOYEE MATTERS

Section 7.01. Employee Matters.

(a) Except as otherwise expressly provided in Section 7.01(e) and Section 7.01(l), as of the Closing Date, the Company and the Transferred Subsidiaries shall terminate their participation in each Benefit Plan that is not a Company Benefit Plan, and in no event shall any Employee be entitled to accrue any benefits under such Benefit Plans with respect to services rendered or compensation paid on or after the Closing Date. The Company and the Transferred Subsidiaries shall retain all rights and obligations under each Company Benefit Plan on and after the Closing Date. The Parent shall, or shall cause its Affiliates to, take all actions necessary so that (i) as of the Closing Date, only Employees (including their dependents, spouses, or beneficiaries) are participants in (or otherwise have any rights with respect to) the Company Benefit Plans and (ii) except for the obligations and liabilities assumed by Acquiror pursuant to Section 7.01(e) and Section 7.01(l), neither the Acquiror nor any of its Affiliates shall have or assume any assets related to, obligations under or liabilities with respect to (and the Acquiror and its Affiliates shall be indemnified and held harmless with respect to) any Benefit Plan other than a Company Benefit Plan.

(b) On or prior to the Closing Date, subject to the exceptions set forth in Section 7.01(b) of the Seller Disclosure Letter, and to the extent permitted by applicable Law (i) the employment of each employee of the Parent or any of its Affiliates whose duties relate primarily or exclusively to the Business and who at such time is not already employed by the Company or a Transferred Subsidiary shall be transferred to the Company or a Transferred Subsidiary (other than an employee who is on (A) long-term disability or other unpaid medical leave or (B) leave due to a workplace injury covered by a workers’ compensation policy or program incurred more than six months prior to the Closing Date; provided, however, to the extent the failure to transfer any such employee violates applicable Law, as determined by the Parent in good faith and in consultation with the Acquiror, such employee shall be transferred to the Company or a Transferred Subsidiary in accordance with this Section 7.01(b)) and (ii) the employment of each employee of the Company or a Transferred Subsidiary whose duties do not relate primarily to the Business shall be transferred to the Parent or an Affiliate (other than the Company and the Transferred Subsidiaries). The Parent shall, or shall cause its Affiliates to, use its best efforts, including obtaining any necessary consents, to effect the transfers contemplated by this Section 7.01(b).

122

(c) (i) Except as prohibited by applicable Law or Contract, for the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, the Acquiror shall, or shall cause its Affiliates to, provide each Foreign Employee with a base salary rate or base wage rate, incentive compensation opportunities and benefits consistent with the terms and conditions of each Foreign Employee’s employment agreement or contract and applicable Law or which are otherwise substantially the same in all material respects, as determined by the Acquiror in good faith, as the base salary rate or base wage rate, incentive compensation opportunities and benefits provided to each Foreign Employee immediately prior to the Closing Date, provided, however, that to the extent permissible under applicable Law and any applicable Contract, the Acquiror shall not take into account, when determining the base salary rate or base wage rate to be provided to any Foreign Employee as described in this Section 7.01(c)(i), the Compensation Restrictions.

(ii) Except as prohibited by applicable Law or Contract, the Acquiror shall, or shall cause its Affiliates to, during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, provide each Employee residing in the U.S. (“U.S. Employees”) with (A) a base salary rate or base wage rate not less than such Employee’s base salary rate or base wage rate as in effect immediately prior to the Closing Date, provided, however, that to the extent permissible under applicable Law and any applicable Contract, the Acquiror shall not take into account, when determining the base salary rate or base wage rate to be provided to any Employee as described in this Section 7.01(c)(ii), the Compensation Restrictions, and (B) total incentive compensation opportunities that are in the aggregate substantially similar in all material respects to the total incentive compensation opportunities provided to similarly situated employees of the Acquiror or its Affiliates, as the case may be. During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, the U.S. Employees shall be eligible to participate in each Acquiror Benefit Plan maintained primarily for the benefit of U.S. Employees to the extent that (i) other similarly situated employees of the Acquiror or its Affiliates (other than the Employees) are eligible to participate in such Acquiror Benefit Plan; and (ii) the U.S. Employee is eligible to participate in such Acquiror Benefit Plan under the terms and conditions of such plan, program or arrangement. From and after the Closing, where the applicable severance plan of the Acquiror so provides for participants generally, the U.S. Employees shall have the same rights as other similarly situated employees of the Acquiror or its Affiliates (other than Employees) under, and subject to the terms of, the Acquiror’s severance plan to receive accelerated vesting of the Employee’s benefits under any Acquiror Benefit Plan that is a defined benefit plan or defined contribution plan upon a termination of employment subject to the terms that qualifies such Employee for severance benefits that include such accelerated vesting. Subject to the foregoing, the terms of any applicable Company Benefit Plan and applicable Law, nothing herein is intended to limit the right of the Acquiror, the Company or the Transferred Subsidiaries to (A) terminate the employment of any Employee at any time in accordance with the terms and conditions of his or her employment, (B) change or modify the terms or conditions of employment for any specific Employee, (C) amend or terminate the terms of any Company Benefit Plan or Acquiror Benefit Plan in accordance with its terms or (D) determine the amount of any awards subject to the terms of any Company Benefit Plan or Acquiror Benefit Plan.

123

(d) For purposes of determining the eligibility of U.S. Employees to participate on or after the Closing Date under Acquiror Benefit Plans as provided in Section 7.01(c) above (but not for purposes of eligibility to receive retiree life insurance, retiree health or other retiree welfare benefits or subsidized early retirement benefits or for purposes of benefit accrual and vesting), the Acquiror shall give each U.S. Employee full credit for such U.S. Employee’s service with the Parent, the Company or any Transferred Subsidiary and their respective Affiliates to the same extent recognized by the Parent, the Company or any Transferred Subsidiary and their respective Affiliates immediately prior to the Closing Date under an analogous plan, except to the extent credit for service during such period is not recognized under the applicable plan, program or arrangement for Acquiror’s or its Affiliate’s other employees and except to the extent crediting such service would result in a duplication of benefits. From and after the Closing Date and in accordance with the terms as disclosed in Section 7.01(d) of the Seller Disclosure Letter, the Acquiror shall, or shall cause its Affiliates to, take all actions necessary so that each eligible U.S. Employee shall have access to retiree medical benefits on an employee pay-all unsubsidized basis on the same terms (as they may be amended from time to time, provided that such amendments do not relate solely to the U.S. Employees) applicable to the U.S. employees of the Acquiror who are or will be eligible to receive such benefits, including the service requirements and taking into account each such Employee’s credited service with the Parent or its Affiliates.

(e) From and after the Closing Date, the Acquiror shall assume any and all unpaid obligations for and shall pay (or cause the Company and the Transferred Subsidiaries to assume any and all unpaid obligations for and pay) all long-term cash incentive payments under the American International Group, Inc. Long Term Incentive Plan as applicable to the Employees (“LTI Plan”) and all annual incentive payments under the program providing for annual incentive payments for the Parent (the “Annual Incentive Plan”) (excluding any such obligations of the Parent described in the last provision of Section 6.01(z)(xi), including those set forth on Section 6.01(z)(xi)(IV), of the Seller Disclosure Letter), whether the obligation therefor arises before, after or as a result of the Closing, payable to any Employee pursuant to the terms of the LTI Plan or Annual Incentive Plan as in effect immediately prior to the date hereof, but only to the extent (i) such long-term cash incentive payments or annual incentive payments are payable pursuant to the terms of the LTI Plan or Annual Incentive Plan (which shall not include any amounts payable due to the exercise of any discretion by the Parent to increase the amount of such payments above the amount earned based on pre-set objective performance formulas; provided, however, for the avoidance of doubt, for purposes of this exclusion, any decision by the compensation committee of the Parent to accelerate vesting of long-term cash incentive payments or annual incentive payments pursuant to the terms of the LTI Plan or Annual Incentive Plan as set forth in this Section 7.01(e) will not be considered to be due to the exercise of any discretion by the Parent to increase the amount of such payments), and (ii) with respect to the portion of the long-term cash incentive payments and annual incentive payments that were, or should have been, reflected in the Xxxxx 0/31/10 After-Tax Operating Earnings, only to the extent such portion of the long-term or annual cash incentive payments were so reflected in the Xxxxx 0/31/10 After-Tax Operating Earnings. Except as set forth in the immediately preceding sentence, from and after the Closing Date, neither the Parent nor any of its Affiliates (other than the Company or the Transferred Subsidiaries) shall retain any responsibility for such payment obligations, regardless of when such amounts were earned or accrued. With respect to and without limiting the foregoing, if and so long as the Closing takes place during 2010,

124

(i) Employees will receive a pro rata payout of awards made pursuant to the Parent’s LTI Plan for the 2009-2010 performance period in an amount equal to the product of (A) the amount of such 2009-2010 award based on actual performance through the Closing Date and (B) a fraction, the numerator of which is the number of days elapsed in the 2009-2010 performance period from January 1, 2009 through the Closing Date and the denominator of which is the total number of days in the 2009-2010 performance period and each such pro rata award will vest on and no earlier than the Closing Date and will be paid to the Employee by the Acquiror or its Affiliates on or prior to March 15, 2011 (to the extent consistent with applicable Law and section 409A of the Code), (ii) awards made pursuant to the LTI Plan for the 2010-2011 performance period will be paid by the Acquiror or its Affiliates in accordance with the terms of this Section 7.01(e) and otherwise in accordance with the terms of the LTI Plan in effect as of the date hereof (to the extent consistent with applicable Law and section 409A of the Code), and (iii) annual incentive payments for the 2010 performance period will be paid by the Acquiror or its Affiliates with respect to the entire 2010 performance period, in a manner substantially consistent with the method used in 2009 for determining the total amount to be paid under the Annual Incentive Plan and the relationship of individual targets to individual payments, subject to the same absolute level of discretion that the Parent had with respect to the annual incentives in 2009 (to the extent consistent with applicable Law and section 409A of the Code). With respect to the foregoing, if and so long as the Closing takes place during 2011, and to the extent unpaid as of the Closing Date, (i) Employees will receive a payout of the remaining unpaid portion of the awards made pursuant to the Parent’s LTI Plan for the 2009-2010 performance period in accordance with the terms of those awards based on actual performance through 2010, and will be paid to the Employee by the Acquiror or its Affiliates in accordance with the following schedule: (A) 50% of such awards will vest on and no earlier than January 1, 2011 and be paid to the Employee on or prior to March 15, 2011, and (B) the remaining 50% of such awards will vest on and no earlier than the Closing Date and be paid to the Employee on or before March 15, 2012 (to the extent consistent with applicable Law and section 409A of the Code), (ii) awards made pursuant to the LTI Plan for the 2010-2011 performance period will be paid by the Acquiror or its Affiliates in accordance with the terms of this Section 7.01(e) and otherwise in accordance with the terms of the LTI Plan in effect as of the date hereof (to the extent consistent with applicable Law and section 409A of the Code), and (iii) annual incentive payments for the 2010 performance period will be paid by the Company with respect to the entire 2010 performance period, in a manner substantially consistent with the method used in 2009 for determining the total amount to be paid under the Annual Incentive Plan and the relationship of individual targets to individual payments, subject to the same absolute level of discretion that the Parent had with respect to the annual incentives in 2009 (to the extent consistent with applicable Law and section 409A of the Code). In the event an Employee is terminated by reason of death, long-term disability, or termination by the employer without “cause” (as defined in Section 7.01(e) of the Seller Disclosure Letter) prior to the Closing, the Employee will receive a pro rata payout of awards made pursuant to the LTI Plan for the 2009-2010 performance period in an amount equal to the product of (A) the amount of such 2009-2010 award based on actual performance through the end of the performance period and (B) a fraction, the numerator of which is the number of days elapsed in the 2009-2010 performance period from January 1, 2009 through the termination date and the denominator of which is the total number of days in the 2009-2010 performance period and each such pro rata award will be paid at such time as otherwise paid to Employees as set forth above, provided, however, that if the termination occurs in 2010, the pro rata award will be

125

paid no later than March 15, 2011. The Parent shall not approve or announce to participants the LTI Plan performance measures or goals for the 2010-2011 or any later performance period before giving the Acquiror a reasonable opportunity to review and comment upon such measures and goals and the Parent will assent to such comments, except to the extent that such comments are unreasonable.

(f) With respect to Benefit Plans that are not Company Benefit Plans, the Seller or its Affiliates (other than the Company or a Transferred Subsidiary) shall have the liability and obligation for all (i) short-term disability, sick pay or salary continuation benefit claims incurred on or prior to the Closing Date, (ii) medical, dental, life insurance or other welfare benefit claims incurred on or prior to the Closing Date and (iii) long-term disability claims incurred on or prior to the Closing Date, and the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries) shall not assume or otherwise have any liability or obligation with respect to such claims. With respect to the Employees after the Closing Date, the Acquiror, the Company and the Transferred Subsidiaries shall have the liability and obligation for, and neither the Parent nor any of its Affiliates shall have any liability or obligation for all (i) short-term disability, sick pay or salary continuation benefit claims incurred after the Closing Date, (ii) medical, dental, life insurance or other welfare benefit claims incurred after the Closing Date and (iii) long-term disability claims incurred after the Closing Date; provided, that such liability and obligation of the Acquiror, the Company and the Transferred Subsidiaries shall not include any long-term disability benefits that are provided under the Parent’s long-term disability plan with respect to any Employee whose disability commenced on or prior to the Closing Date and who continues to receive short-term disability benefits as of the Closing Date; provided, however, that during such post-Closing Date period, the Acquiror, the Company and the Transferred Subsidiaries agree to use reasonable efforts to collect (and remit to the Parent) after-tax long-term disability premiums in respect of the Parent’s long-term disability policy. For purposes of this Section 7.01(f), a claim or expense shall be deemed to have been incurred as follows: (i) for health, dental and prescription drug claims, upon provision of each such service, (ii) for life, accidental death and dismemberment and business travel accident insurance claims, upon the death or accident giving rise to such claims, (iii) for hospital-provided health, dental, prescription drug claims or the claims which become payable with respect to any hospital confinement, upon commencement of such confinement and (iv) for short-term and long-term disability claims, upon the injury or condition giving rise to such claims, regardless of whether such claims are made and/or identified prior to or after the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) included in the Acquiror’s benefit programs shall be waived for the Employees.

(g) To the extent applicable to the Employee, the Acquiror shall be responsible for providing the continuation of group health coverage required by section 4980B(f) of the Code to any Employee (and in each case their qualified beneficiaries) whose “qualifying event” within the meaning of section 4980B(f) of the Code occurs after the Closing Date. The Parent shall be responsible for providing the continuation of group health coverage required by section 4980B(f) of the Code to any Employee (and in each case their qualified beneficiaries) whose “qualifying event” within the meaning of section 4980B(f) of the Code occurs on or before the Closing Date.

126

(h) The Company or a Transferred Subsidiary shall, and hereby do, retain, as the case may be, all liability and obligation for severance pay and obligations (together with any statutory related benefits) payable to any Employee with respect to a termination of employment occurring on or prior to the Closing Date; provided that the parties agree that the severance due to any Employee for terminations that are made (or where the determination to terminate such person had occurred) on or prior to May 31, 2010 will be reflected in the Xxxxx 0/31/10 After-Tax Operating Earnings. The Acquiror shall, or shall cause to be taken, or its Affiliates shall assume or retain, as the case may be, all liability and obligation for severance pay and obligations (together with any statutory related benefits) payable to any Employee with respect to a termination of employment occurring after the Closing Date. The Acquiror shall provide, or cause its Affiliates to provide, severance benefits determined and payable in accordance with the severance benefit plan(s) set forth in Section 7.01(h) of the Seller Disclosure Letter to Employees who are participants in such plans as of the Closing Date and who, during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, have a termination of employment that would qualify such Employee for severance benefits under the terms of the applicable plan; provided, however, that, to the extent permissible under applicable Law and any applicable Contract, the Acquiror, the Company and the Transferred Subsidiaries shall not take into account, when determining the severance benefits to be provided to any Employee as described in this Section 7.01(h), the Compensation Restrictions.

(i) The Seller or its Affiliates shall be responsible for providing workers’ compensation or similar workers’ protection benefits with respect to any Employee prior to the Closing Date. The Acquiror, the Company and the Transferred Subsidiaries shall be responsible for providing any workers’ compensation or similar workers’ protection benefits to any Employee on or after the Closing Date; provided, however, the Seller or its Affiliates (other than the Company or a Transferred Subsidiary) shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims of any Employee or former employee that arose, or relate to, an incident that occurred on or prior to the Closing Date. For purposes of this Section 7.01(i), a workers’ compensation or similar workers’ protection claim shall be deemed to have been incurred upon the injury or condition giving rise to the benefits thereunder.

(j) (i) As of the Closing Date, the Parent shall, or shall cause its Affiliates to, take all necessary actions to ensure that (i) effective immediately prior to the Closing Date, the Company and the Transferred Subsidiaries cease to be participating employers in the Parent’s United States Retirement Plan (“Parent’s Pension Plan”) and the Parent Incentive Savings Plan (“Parent’s Savings Plan”), (ii) as soon as practicable following the Closing Date, contributions (including salary deferrals and matching contributions) are made to the Employees’ accounts in the Parent’s Savings Plan with respect to the period of service ending on the Closing Date and without regard to any last-day or minimum hours of service requirements, and (iii) effective as of the Closing Date, the Employees’ accrued benefits under the Parent’s Pension Plan and under the Parent’s Savings Plan are fully vested. No assets or liabilities with respect to the Parent’s Pension Plan or the Parent’s Savings Plan shall be transferred to or assumed by the Acquiror or any of its Affiliates (including the Company and the Transferred Subsidiaries), any plan sponsored by the Acquiror or its Affiliates, any Company Benefit Plan or any trust related to the foregoing, whether pursuant to section 8.01 of the Parent’s Pension Plan or otherwise. To the extent permitted by applicable Law, the Acquiror shall cause each Employee who was a

127

participant in the Parent’s Savings Plan and who has an account balance under such Parent’s Savings Plan to be permitted to elect a “direct rollover,” in the form of cash, a promissory note (in the case of loans) or any combination thereof, of such Employee’s account balance from the Parent’s Savings Plan to an Acquiror employee benefit plan that is a defined contribution plan within the meaning of section 3(34) of ERISA (an “Acquiror Savings Plan”) subject to and provided that the Acquiror or the proper fiduciaries of the applicable Acquiror Savings Plan become reasonably satisfied, consistent with the regulations under section 401(a)(31) of the Code and ERISA, that the Parent’s Savings Plan meets the requirements for qualification under section 401(a) of the Code and the requirements of the Acquiror Savings Plan. The Parent and the Acquiror shall and shall cause their Affiliates to cooperate with each other to provide such information regarding the Employees as may be necessary for each party to facilitate determinations of eligibility for, and payments of benefits to, the Employees under their respective qualified retirement plans. In the case of any Employee with an outstanding loan balance under the Parent’s Savings Plan, the Parent or the Seller and Acquiror shall take, or cause to be taken, any and all necessary action, to the extent permissible under applicable Law and the terms of the Acquiror Savings Plan, to permit such Employee to rollover such outstanding loan balance to the Acquiror Savings Plan through a direct rollover on or as soon as administratively possible after the Closing Date.

(ii) The Parent, the Seller and their Affiliates shall indemnify and hold harmless the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries after the Closing) from and against any Losses relating, directly or indirectly, to the Parent’s Pension Plan, including, but not limited to, (A) by reason of the Company and the Transferred Subsidiaries being an ERISA Affiliate of the Parent or the Seller, (B) the imposition by the PBGC of any contribution obligations, funding enhancements or similar obligations on the Company, the Transferred Subsidiaries, the Acquiror and its Affiliates, or (C) by reason of the Company or any of the Transferred Subsidiaries having participated in a “multiple employer” plan (within the meaning of section 4063 or 4064 of ERISA or section 413(c) of the Code) with the Parent. The Parent, the Seller and their Affiliates shall indemnify and hold harmless the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries after the Closing) from and against any Losses relating, directly or indirectly, to the Parent’s Savings Plan, including, but not limited to, by reason of the Company or any of the Transferred Subsidiaries having participated in a “multiple employer” plan (within the meaning of section 4063 or 4064 of ERISA or section 413(c) of the Code) with the Parent.

(k) With regard to the Parent Pension Plan in the United Kingdom (“UK Pension Plan” which expression includes, unless the context otherwise requires, the trustees from time to time thereof):

(i) the Seller shall procure that such of the Company and the Transferred Subsidiaries which participate in the UK Pension Plan (each the “UK Employer”) shall cease to do so not later than the Closing Date;

(ii) the Seller shall procure or if it has not done so by the Closing Date the Acquiror shall procure that the UK Employer gives written notice to the trustees of the UK Pension Plan that there is to apply to the UK Employer a relevant transfer

128

deduction (within the meaning of the Occupational Pension Schemes (Employer Debt) Regulations 2005 (as amended or replaced from time to time) (the “Employer Debt Regulations”);

(iii) the Seller and as from the Closing Date the Acquiror shall use their respective reasonable endeavors to procure that enhanced transfer values are offered and (if accepted) provided for those of the employees and former employees of the UK Employer who are members of the UK Pension Plan but whose pensions have not yet come into payment (each a “Relevant Member”). For this purpose an “enhanced transfer value” means, in relation to a Relevant Member, the payment (in lieu of the benefits otherwise payable under the UK Pension Plan to or in respect of the Relevant Member) of a transfer value from the UK Pension Plan for the Relevant Member to an appropriate arrangement selected by the Relevant Member plus if the Seller so determines a cash payment to the Relevant Member;

(iv) In connection with any enhanced transfer offer the UK Employer shall promptly pay to the UK Pension Plan such amount as the UK Pension Plan requires to finance any enhancement to the amount of the transfer value over that which would otherwise be payable from the UK Pension Plan and shall pay any cash payment to the Relevant Member and any employer National Insurance Contributions payable on any such cash payment (but see Section 7.01(k)(vii)). The terms of the enhanced transfer value offer (including, in particular, the amount of any enhancement to the transfer value and the amount of any cash payment) shall be determined by the Seller;

(v) Forthwith following the end of the transfer-out period (as defined in the Employer Debt Regulations and is currently so defined as the period between the UK Employer ceasing to employ active members of the UK Pension Plan and the day that is twelve months later) the Seller and the Acquiror shall use their reasonable endeavors to procure that the amount of any debt payable to the UK Pension Plan by the UK Employer pursuant to section 75 or 75A of the UK Pensions Act 1995 (as amended or replaced from time to time) (the “Section 75 Debt”) is determined promptly in accordance with that section and the amount thereof is promptly notified to the Seller and the Acquiror.

(vi) Forthwith following the amount of the Section 75 Debt being so notified the Seller (but only if such certification is made prior to the Closing Date) and the Acquiror (as from the Closing Date or the date of such notification if later) shall use their respective reasonable endeavors to procure that the UK Employer promptly discharges the Section 75 Debt.

(vii) The Seller shall on demand indemnify on an after-tax basis the Acquiror and its Affiliates (including the UK Employer) from and against each of the following:

(A)

the aggregate amount to be paid by the UK Employer pursuant to Section 7.01(k)(iv);

129

	(B)		the Section 75 Debt (if any) payable by the Employer to the UK Pension Scheme;

	(C)		any contribution notice or financial support direction issued by the UK Pensions Regulator pursuant to sections 35-51 of the UK Pensions Act 2004 (as amended or replaced from time to time) in connection with the UK Pension Plan and the UK Employer’s participation therein;

	(D)		any Loss arising from (I) the UK Employer’s participation in the UK Pension Plan, including due to the benefits payable under the UK Pension Plan not having been equalized between men and women to the extent such equalization is required on account of any inequality in the guaranteed minimum pensions and accrued rights thereto (within the meaning of the UK Pension Schemes Act 1993) or (II) the events contemplated by Section 7.01(k)(iii) but (and without prejudice to (A), (B) or (C) in this Section 7.01(k)(vii)) the indemnity contained in this Section 7.01(k)(vii)(D)(II)does not extend to (X) any contributions or other amounts payable in the ordinary course to the UK Pension Plan in respect of any period prior to Closing, or (Y) any Loss arising from any act or omission of the Acquiror or any of its Affiliates after the Closing Date.

(viii) For the purposes of determining the after-tax basis Section 11.07(b) shall apply as if any amount payable pursuant to the indemnity contained in Section 7.01(k)(vii) was payable pursuant to Article XI.

(ix) In relation to contribution notices and financial support directions, the indemnity contained in Section 7.01(k)(vii) shall extend to any person associated with or connected with the Acquiror or its Affiliates from time to time (and “associated” and “connected” shall have the meaning which they bear in sections 35-51 of the UK Pensions Act 2004).

(x) As disclosed in Section 6.01(z)(xi)(iv) of the Seller Disclosure Letter, the Seller agrees with the UK Pension Plan a scheme apportionment arrangement or a withdrawal arrangement (both within the meaning of the Employer Debt Regulations) in connection with the cessation of participation in the UK Pension Plan of the UK Employer:

	(A)		the Acquiror shall procure that (if such scheme apportionment arrangement or withdrawal arrangement, as the case may be, has not been entered into before the Closing Date) the UK Employer at the behest of the Seller promptly enters into such arrangement; and

	(B)		the amount (if any) payable under that arrangement by the UK Employer shall for the purposes of the indemnity contained in Section 7.01(k)(vii) above be deemed to be the Xxxxxxx 00 Xxxx.

000

(x) (i) Effective as of the Closing Date, the Company and the Transferred Subsidiaries shall, and hereby do, assume the liability and obligation for, and shall indemnify the Parent, the Seller and their Affiliates against any liability or obligation for, all obligations (whether or not vested) which have accrued as of the Closing Date under the American International Group, Inc. Retirement Excess Plan and the American International Group, Inc. Supplemental Executive Retirement Plan (the “Parent Nonqualified Plans”) with respect to any Employee or former employee of the Company or any of the Transferred Subsidiaries who participates therein, including those in pay status (the “Nonqualified Accrued Liability”). On or prior to the Closing Date, the Parent Nonqualified Plans shall be amended by the Parent or an Affiliate effective prior to the Closing Date to freeze accruals (including freezing eligibility for any early retirement subsidy) as of the Closing Date for every participating Employee or former employee of the Company or any of the Transferred Subsidiaries. Such Nonqualified Accrued Liabilities shall be paid under one or more nonqualified deferred compensation plans maintained or adopted by the Company, the Acquiror, or any of the Transferred Subsidiaries, which must preserve and maintain, in accordance with applicable Law, all material terms governing the time, form of payment and amounts accrued as of the Closing Date under the Parent Nonqualified Plans. For avoidance of doubt, nothing in this Section 7.01(l) shall require the Acquiror or any of its Affiliates to provide deferred compensation benefits that, in the aggregate, exceed the Nonqualified Accrued Liability. Such accrued amounts shall vest no later than the date such amounts would have vested in accordance with the vesting terms of the Parent Nonqualified Plans and for purposes of vesting in such accrued amounts, the Acquiror, the Company and the Transferred Subsidiaries shall take into account any such Employee’s credited service with the Parent and its Affiliates prior to the Closing Date and service with the Acquiror or its Affiliates on and after the Closing Date. The Acquiror, the Company and the Transferred Subsidiaries shall not be required to provide any benefits under such plans for services rendered after the Closing Date. The Parent agrees that it will indemnify the Acquiror or its Affiliates for any Taxes and related expenses that the Employees may incur, which are reimbursed by the Acquiror or its Affiliates, resulting from any failure of the Parent Nonqualified Plans to have been established, documented or operated through the Closing Date in accordance with the requirements of section 409A of the Internal Revenue Code (“409A Penalty”), including by reason of the Company’s and the Transferred Subsidiaries’ assumption of the liability thereunder pursuant to this Section 7.10(l); provided, however, the Acquiror shall promptly notify the Parent in writing upon receipt by the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary of notice of any current or pending 409A Penalty.

(ii) Not later than 30 days after the date hereof, the Parent, the Parent’s actuary, the Acquiror and the Acquiror’s actuary shall commence to determine the Nonqualified Accrued Liability. If the parties are unable to agree on or prior to the end of the 90 day period after the date hereof on a preliminary amount of the Nonqualified Accrued Liability, the Seller and the Acquiror shall appoint a third actuary from a globally recognized actuarial firm to determine the Nonqualified Accrued Liability (the costs of the third actuary shall be shared equally by the Seller and the Acquiror) to make such determination. The third actuary shall consider only the issues of disagreement between the first two actuaries, it being understood that the third actuary shall not be retained to conduct its own independent review, but rather shall be retained to resolve

131

specific differences between the Seller’s actuary and the Acquiror’s actuary. The third actuary’s determination shall be (A) provided within 45 days after appointment, (B) limited on a plan by plan basis either to the position of the Seller or the Acquiror and (C) final and binding on the parties. The Parent agrees to provide the Acquiror and the Acquiror’s Actuary with all necessary information, including information on each applicable Employee, in order for them to confirm the determination of the Nonqualified Accrued Liability and administer the Parent Nonqualified Plans. Following the actuarial methodology used to determine the preliminary amount of the Nonqualified Accrued Liability in accordance with the process set out in this Section 7.01(l)(ii), a final determination of the Nonqualified Accrued Liability will be made by the Parent and the Acquiror within 30 days of the Closing Date. The Parent shall transfer (or cause to be transferred) to the Acquiror, or an Affiliate of the Acquiror, a cash payment promptly (but not later than 15 Business Days) after the final amount of the Nonqualified Accrued Liability is determined.

(m) Prior to the Parent or the Acquiror, or either of their Affiliates, making any material written statement or other formal announcement prior to the Closing to current or former employees (or individuals who will become Employees as of the Closing Date), independent contractors, consultants or directors of the Company or any of Transferred Subsidiary pertaining to (i) compensation or benefits that are affected by the transactions contemplated by this Agreement, or (ii) compensation or benefits that will be provided by the Acquiror or its Affiliates on or after the Closing Date, the Acquiror shall provide the Parent, the Company and the applicable Transferred Subsidiary, if any, or the Parent, the Company and the applicable Transferred Subsidiary, if any, shall provide the Acquiror, as the case may be, with a copy of the intended communication. The party that is provided the copy of the communication shall be given a reasonable period of time to review and comment on the communication and return any comments to the other party within the reasonably requested period of time and, if applicable, in accordance with the notification and/or communication provisions in any applicable Contract or collective bargaining agreement. The parties shall cooperate in providing, or causing to be provided, any such mutually agreeable communication.

(n) On or before the date of this Agreement, the Parent shall have delivered to the Acquiror the actuarial valuations (together with all underlying assumptions) as described in Section 7.01(n) of the Seller Disclosure Letter, prepared as of November 30, 2009, setting forth the value of the assets and liabilities in the Japan pension plans and the Greece pension plans identified as such in Section 3.13(h)(v) of the Seller Disclosure Letter (the “Japan and Greece Pension Plan Valuations”). Not later than 60 Business Days after the Closing Date or such other time as is mutually agreed by the Parent and the Acquiror, the Acquiror and the Acquiror’s actuary shall have an opportunity to review the Japan and Greece Pension Plan Valuation and, to the extent that the Acquiror and the Acquiror’s actuary determine that the Parent has used actuarial assumptions that did not comply with the plan terms or that were not reasonable and consistent with actuarial standards of practice in the local country used to meet the requirements of U.S. GAAP accounting, the Seller and the Acquiror shall appoint a third actuary from a globally recognized actuarial firm to review the Japan and Greece Pension Plan Valuation (the costs of the third actuary shall be shared equally by the Seller and the Acquiror). The third actuary shall consider only the issues of disagreement between the first two actuaries, it being understood that the third actuary shall not be retained to conduct its own independent review, but

132

rather shall be retained to resolve specific differences between the Seller’s actuary and the Acquiror’s actuary. If the third actuary determines that the Japan and Greece Pension Plan Valuation used actuarial assumptions that did not comply with the plan terms or that were not reasonable and consistent with actuarial standards of practice in the local country used to meet the requirements of U.S. GAAP accounting, the Acquiror shall be entitled to a payment equal to the difference between the Japan and Greece Pension Plan Valuation and a valuation of the Japan and Greece pension plans that the third actuary determines is reasonable and consistent under actuarial standards of practice in the local country used to meet the requirements of U.S. GAAP accounting. The third actuary’s determination shall be (i) provided within 45 days after appointment, (ii) limited on a plan by plan basis either to the position of the Seller or the Acquiror and (iii) final and binding on the parties. The payment shall be made in cash as soon as practicable (but not more than ten (10) days) following the actuary’s determination. The Parent and the Acquiror shall bear the costs of the third actuary equally.

(o) The Parent and the Acquiror shall, or shall ensure that their Affiliates shall, comply with their respective consultation and other obligations arising out of any of the transactions contemplated by this Agreement in respect to the Employees (including those individuals who will become Employees on or prior to the Closing Date) of the Company, any Transferred Subsidiary, or their respective union or elected representatives, or other employee representative body, as required by Law, collective bargaining agreements or any other applicable regulations and shall cooperate in connection therewith, with such cooperation to include, if applicable, obtaining from all Foreign Employees, directors, independent contractors, agents and brokers of the Company and Transferred Subsidiaries express written consents to the cross border transfer of their personal data to the Acquiror following the signing of this Agreement. Each of the parties hereto will use good faith efforts to comply with their obligations under this Section 7.01(o) as promptly as reasonably practicable.

(p) The provisions of this Section 7.01 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any Person (including for the avoidance of doubt any Employees, including those individuals who will become Employees on or prior to the Closing Date, or former employees of the Company and the Transferred Subsidiaries), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies, with respect to the matters provided for in this Section 7.01 under or by reason of any provision of this Agreement. This Section 7.01 shall not be considered, or deemed to be, an amendment to any Benefit Plan or any compensation or benefit plan, program, agreement or arrangement of the Acquiror or any of its Affiliates.

(q) The Parent and its Affiliates shall take such action as are necessary to permanently waive, as of the Closing Date, any and all restrictions on competition under any agreement or arrangement enforceable by the Parent or its Affiliates that would in any way adversely affect an Employee’s ability to provide services after the Closing Date to or on behalf of Acquiror and its Affiliates, including the Company and the Transferred Subsidiaries, and, on or before the Closing Date, the Parent shall or shall cause its Affiliates to, notify all Employees who are subject to any such restrictions on competition that such restrictions will be permanently waived as of the Closing Date.

133

ARTICLE VIII

TAX MATTERS

Section 8.01. Liability for Taxes.

(a) The Seller (and with respect to the indemnity provided in clause (x) of this Section 8.01(a), Parent and Seller, jointly and severally) shall indemnify, defend and hold harmless the Acquiror Indemnified Parties from and against:

(i) all Taxes imposed on the Company or any Transferred Subsidiary, or for which the Company or any Transferred Subsidiary may otherwise be liable, as a result of the Company or any Transferred Subsidiary having been a member of a combined, unitary, consolidated, affiliated or other group with respect to taxable periods (or portions thereof) ending on or before the Closing Date, including pursuant to U.S. Treasury Regulations section 1.1502-6 or any similar provision of state, local or non-U.S. Law;

(ii) all Taxes imposed on the Company or any Transferred Subsidiary, or for which the Company or any Transferred Subsidiary may otherwise be liable, with respect to any Pre-Closing Taxable Periods and, with respect to any Straddle Period, all Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date, including (1) all Taxes imposed with respect to the transactions contemplated by this Agreement and the Ancillary Agreements that occur on or before the Closing Date (including all Taxes resulting from the SPV 338 Election and the transactions deemed to occur as a result thereof), and (2) all Losses resulting from any termination of a Transferred Subsidiary or an entity in which the Company or a Transferred Subsidiary holds an equity interest under section 708(b) of the Code (or any similar provision of state, local or non-U.S. Tax Law) that occurs on or before the Closing Date due to an actual or deemed sale of an equity interest in such Person by the Company or a Transferred Subsidiary; provided, however that the Seller shall not indemnify the Acquiror Indemnified Parties with respect to Transfer Taxes to the extent such Transfer Taxes are the responsibility of the Acquiror under Section 8.01(e);

(iii) subject to the limitations set forth under Section 8.01(h), and except as otherwise provided under Section 8.07, all Taxes (and any lost Tax benefits) resulting from any breach or inaccuracy of the representations set forth in Section 3.20;

(iv) all Taxes relating to or resulting from (1) transactions permitted or described in Sections 6.01, 6.08, 6.10, 6.12, 6.13(a)(i), 6.13(a)(iii), the second sentence of Section 6.15, and 6.21 of this Agreement, and Section 6.13(a)(ii) of the Seller Disclosure Letter (2) withholding taxes imposed on the payment of consideration under Article II to the extent such Taxes were not withheld by the Acquiror pursuant to Section 2.04 (other than any Transfer Taxes that are the responsibility of the Acquiror under Section 8.01(e)), (3) the distribution of any dividends by the Company to the Seller or to the Parent, (4) all intercompany agreements that are terminated in accordance with this Agreement and the Ancillary Agreements, provided, that this provision shall not be interpreted in any

134

manner that would allow the Acquiror Indemnified Parties to bring a claim to recoup amounts that are paid in settlement of an intercompany obligation under Section 6.08 or Section 8.05(i), (5) elections made under section 338 of the Code (or any similar provision of state, local, or non-U.S. Law) as permitted under Section 8.05(h) of this Agreement, and (6) the transactions that the Seller has an obligation under this Agreement and the Ancillary Agreements to complete or attempt to complete prior to the Closing Date but are completed after the Closing Date; provided, however, that with respect to any indemnity for transactions described in Sections 6.13(a)(i) and 6.13(a)(iii), the liability for such Taxes shall be apportioned to the Seller in proportion to the allocated costs to the Seller or any Retained Affiliate other than the Company or Transferred Subsidiaries.

(v) the portion of Transfer Taxes that are the responsibility of the Seller under Section 8.01(e);

(vi) Taxes (including any amounts required to be paid in the form of a reimbursement or compensation for Taxes) imposed on the Company or any Transferred Subsidiary, or for which the Company or any Transferred Subsidiary may otherwise be liable, (1) as a transferee or successor, (2) under applicable Law, (3) by contract, or (4) otherwise; provided, however, that this clause (vi) shall only apply to the extent Taxes that would otherwise be the subject of this clause (vi) result from or relate to arrangements, agreements or transactions, that are entered into, or that occurred, prior to or on the Closing Date, other than any liabilities of the Company or any Transferred Subsidiary pursuant to an indemnity provided by the Company or a Transferred Subsidiary as set forth in this Agreement and the Ancillary Agreements. For purposes of this provision, sub-clauses (3) and (4) above shall not apply to contracts entered into by the Company or a Transferred Subsidiary in the ordinary course of such Person’s business that require the payment or reimbursement of an amount that is related to Taxes other than in the form of an indemnity payment in respect of conduct or a breach (or a failure to act) prior to the Closing Date, provided, that no contract for the sale, disposition or exchange of any property or asset held or owned by the Company or a Transferred Subsidiary shall be treated as entered into in the ordinary course of business;

(vii) all Losses relating to or resulting from any breach or nonperformance by Parent or Seller of any covenant set forth in this Agreement relating to Taxes;

(viii) all matters set forth in Section 8.05(i)(iii) to the extent set forth therein, provided, that this provision shall not be interpreted in any manner that would allow the Acquiror Indemnified Parties to bring a claim to recoup amounts that are paid in settlement of an intercompany obligation under Section 6.08 or Section 8.05(i);

(ix) [Reserved];

(x) all (1) Taxes imposed on DelAm and the assets and business of DelAm, or for which DelAm may otherwise be liable, for all taxable periods (or portions thereof) ending on or before the Closing Date, including all liabilities for Taxes with

135

respect to all contracts and policies reinsured out of DelAm, all Losses and other amounts relating to or resulting from any contract, policy or product sold, issued, reinsured, marketed or otherwise maintained by DelAm on or prior to the Closing Date failing to comply with any applicable requirement of Tax Law, including sections 72, 101, 401, 403, 408, 412, 457, 817, 817A, 7702 or 7702A of the Code, and (2) all costs, expenses, and fees incurred in correcting, remediating or otherwise causing any such contract, policy or product to comply with applicable Tax Law, including any return of premium, any change in benefit payout and all costs and expenses incurred to create substitute forms;

(xi) all Taxes from or related to (1) the Company or any Transferred Subsidiary failing to satisfy the requirements of section 482 of the Code or any similar transfer pricing requirements of local, state or non-U.S. Law, or any compliance or information keeping requirements related thereto for all taxable periods ending on or before the later to occur of the Closing Date or December 31, 2010, provided, however, that no indemnity shall be provided for the taxable periods (or portions thereof) beginning on or after January 1, 2010 to the extent that the Company or the Transferred Subsidiaries implements and uses the methodologies developed in accordance with Section 8.05(m), and (2) any reinsurance agreement entered into by the Company or any Transferred Subsidiary prior to the Closing being recharacterized under section 845(b) of the Code or any similar provision of state, local or non-U.S. Law; and

(xii) all reasonable out of pocket costs, expenses, fees and other amounts incurred in contesting, determining, investigating, or settling any matter for which a claim for indemnity may be made pursuant to clauses (i) through (xi) above, provided, however, that the costs associated with the study set forth in Section 8.05(m) shall be borne by the Seller and the costs of implementing such study shall be borne by the Company and Transferred Subsidiaries;

provided, however, that the Seller shall not be liable for or pay, and shall not indemnify, defend or hold harmless the Acquiror Indemnified Parties from and against,

	(A)		a liability for Taxes imposed on the Company or a Transferred Subsidiary to the extent a specific accrual has been set forth for such liability for Taxes as a liability on the Final Closing Balance Sheet determined on an item by item or asset by asset basis (taking into account the detailed information set forth in the work papers used to determine the Final Closing Balance Sheet), provided, however, that for purposes of this provision the Final Closing Balance Sheet shall be adjusted as needed to reflect the filing of the Section 338 Elections and the settlement of the intercompany accounts pursuant to Section 8.05(i);

	(B)		[Reserved]

	(C)		except with respect to transactions described in clauses (i), (iv) and (vi) above, Taxes imposed on the Company or any Transferred

136

			Subsidiary or for which the Company or any Transferred Subsidiary may otherwise be liable, as a result of transactions occurring on the Closing Date that (1) were not required by this Agreement or the Ancillary Agreement to occur on or prior to the Closing Date, (2) are at the unilateral direction of the Acquiror, and (3) are properly allocable (based on, among other relevant factors, factors set forth in U.S. Treasury Regulations section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing;

	(D)		Seller shall not be required to indemnify the Acquiror Indemnified Parties against United States back-up withholding taxes or withholding taxes imposed by a non-U.S. jurisdiction with respect to payments that are made after the Closing Date by the Company or any Transferred Subsidiary to holders or beneficial owners of the insurance products of the Company and any Transferred Subsidiary;

	(E)		with respect to any indemnity claim for Taxes imposed solely by a United Kingdom Tax Authority or Tax Authority in the countries of Poland, France, and Japan:

	(1)		any Taxes arising or increased as a result of any increase in rates of Tax, any change in Law or published Tax Authority practice or any change in accountancy principles and practices occurring after Closing, other than changes to ensure conformity with relevant generally accepted accountancy principles and practices;

	(2)		any Taxes that would not have arisen but for a voluntary act or omission by one of the Acquiror Indemnified Parties, the Company or any of the Transferred Subsidiaries at any time after Closing (other than an act or omission effected (v) under a legally binding commitment created on or before Closing or (w) in the Ordinary Course of Business of the Acquiror Indemnified Parties, the Company or any of the Transferred Subsidiaries as at Closing), or (x) at the written request of the Seller, a Retained Affiliate, the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary insofar as the written request is made after the Closing), or (y) pursuant to an obligation under this Agreement; and

	(3)		any Taxes arising from a cessation of any trade or business carried on by the Company and/or any of the Transferred Subsidiaries, being a cessation occurring on or after Closing.

137

(Taxes described in clauses (A) to (E) of this Section 8.01(a) being hereinafter collectively referred to as “Excluded Taxes”).

(b) Parent, the Seller or any Retained Affiliate shall be entitled to any refund of Taxes or credit or allowance for Taxes (other than any Excluded Taxes) that, in each case, (i) were imposed on the Company or a Transferred Subsidiary for taxable periods (or portions thereof) ending on or before the Closing Date; (ii) are actually paid by the Seller pursuant to an indemnity claim brought under Section 8.01(a) or Section 8.07; or (iii) with respect to a Straddle Period, is a credit for a reduction in a liability to pay Tax in respect of the portion of such Straddle Period ending after the Closing Date due solely to a payment of an estimated Tax during the portion of the Straddle Period ending on or before the Closing Date, provided, however, that with respect to a refund, credit or allowance for a liability for Tax related to an amount of Tax for which a claim for indemnity under Section 8.07(a)(i)(B) was made, such refund, credit, or allowance shall be solely for the Acquiror’s account until the amount of Acquiror’s portion of the liability for Taxes that relate to the adjustments to Insurance Tax Reserves of the Company that gave rise to such a claim for indemnity is reduced to $200,000,000 after taking into account such refunds, credits, or allowances, and thereafter all remaining refunds, credits, and allowances relating to such liability for Taxes shall be split 50/50 between the Seller and the Acquiror; provided, further, however, that any refund, credit or allowance for Taxes described in this Section 8.01(b) shall be for the Acquiror’s account to the extent such refund, credit or allowance (A) was taken into account on the Reference Balance Sheet or Final Closing Balance Sheet, provided, however, that refunds, credits, or allowances set forth on the Final Closing Balance Sheet shall be for the Seller’s account to the extent such refunds, credits and allowances relate to a liability for Taxes of the Company or a Transferred Subsidiary that has been reflected on the profit and loss statement of the relevant taxpayer in a period prior to the Closing Date and for which a specific accrual was set forth on the Final Closing Balance Sheet to offset the value of such refund, credit or allowance to reflect a discount for the value of such refund, credit or allowance due to the risk such refund, credit or allowance may not be obtained, and such refund, credit, or allowance for Tax is set forth on a schedule to be provided by the Seller to the Acquiror no later than 60 days after the date hereof and to the extent consented to by the Acquiror, which consent shall not be unreasonably withheld taking into account the above standards, or (B) relates to a Tax attribute of the Company or a Transferred Subsidiary that is attributable to taxable periods (or portions thereof) beginning after the Closing Date. Except as provided in the foregoing sentence, all refunds, credits and allowances for Taxes (including items described in the provisos to the immediately preceding sentence that are for the Acquiror’s account) shall be for the benefit of the Acquiror. Promptly after receipt of a refund, or claiming a credit or allowance by one party or an Affiliate thereof that is for the benefit of the other party or an Affiliate thereof under this Section 8.01(b), the party receiving such refund, or claiming a credit or allowance shall pay to the other party the amount of any such item. For purposes of this Section 8.01(b), the Company and the Transferred Subsidiaries shall be considered an Affiliate of the Acquiror.

(c) Except as set forth in Sections 8.01(a) and Section 8.07, the Acquiror shall indemnify, defend and hold harmless the Seller Indemnified Parties, from and against: (i) all Taxes (other than Taxes imposed by a United Kingdom Tax Authority) imposed on the Company or any Transferred Subsidiary, or for which the Company or any Transferred Subsidiary may otherwise be liable, with respect to any Post-Closing Taxable Periods and, with respect to any

138

Straddle Period, Taxes (other than Taxes imposed by a United Kingdom Tax Authority) attributable to the portion of such Straddle Period beginning after the Closing Date, (ii) Excluded Taxes, (iii) the amount of Tax payable by the Seller or its Affiliates to a relevant Tax Authority to the extent such amount has already been paid by the Seller to the Acquiror pursuant to a claim for indemnity under this Article VIII, or (iv) Losses relating to or resulting from the breach or nonperformance by the Acquiror of any covenant set forth in this Agreement that relates to Taxes; provided, however, that the Acquiror shall not indemnify the Seller Indemnified Parties with respect to Transfer Taxes to the extent such Transfer Taxes are the responsibility of the Seller under Section 8.01(e).

(d) For purposes of this Article VIII, whenever it is necessary to determine the liability for Taxes of the Company or a Transferred Subsidiary for a Straddle Period, the determination of the Taxes of the Company or such Transferred Subsidiary for the portion of the Straddle Period ending on and including the Closing Date, and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable periods, one of which ended at the end of the Closing Date and the other of which began at the beginning of the day following the Closing Date. Items of income, gain, deduction, loss or credit of the Company or such Transferred Subsidiary for the Straddle Period shall be allocated between such two taxable periods on a “closing of the books basis” by assuming that the books of the Company or such Transferred Subsidiary were closed at the end of the Closing Date; provided, however, that

(i) (A) the Taxes resulting from transactions described in clause (C) of Section 8.01(a) shall be allocated to the taxable period that is deemed to begin at the beginning of the day following the Closing Date and (B) the Taxes resulting from transactions described in Section 8.01(a)(ii) and Section 8.01(a)(iv) shall be allocated to the taxable period that is deemed to end on the Closing Date,

(ii) Taxes imposed on a periodic basis (e.g., property Taxes) and exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable periods on a “daily basis;” provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved by the Company or a Transferred Subsidiary during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; and

(iii) Taxes (other than income Taxes), imposed in whole or in part on the basis of taxable premiums for a Straddle Period shall be allocated to the taxable period that is deemed to end on and includes the Closing Date based upon the amount of taxable premium accrued from the beginning of the relevant taxable period to and through the end of the Closing Date, as adjusted to reflect any premiums included therein but returned by the end of the relevant taxable period that comprises the Straddle Period to the extent no premium tax is imposed on such returned premiums under the Law of the relevant jurisdiction and taking into account any licenses, fees, credits and other attributes (except as set forth in the immediately following sentence) paid, incurred or available for

139

the entire taxable period that constitutes the Straddle Period but allocable to such taxable premium to the extent such items are available as an offset or credit against premium taxes under the Law of the relevant jurisdiction, provided, such licenses, fees, credits and other attributes are not taken into account as an asset on the Reference Balance Sheet or Final Closing Balance Sheet. For purposes of this clause (iii), assessment credits and fee credits, provided against a premium tax liability shall be allocated in the following manner (x) for the account of the Seller to the extent such amount was paid prior to the Closing Date and neither the Reference Balance Sheet nor the Final Closing Balance Sheet takes such assessment credits or fee credits into account and (y) for the account of the Acquiror in all other events.

(e) Notwithstanding anything herein to the contrary, the Acquiror and the Seller shall each bear 50% of any Transfer Taxes imposed as a result of the purchase and sale of the Shares contemplated by this Agreement. Such Transfer Taxes shall be paid by the party (including the Company or a Transferred Subsidiary) legally responsible to pay such Taxes (with the other party paying the party that is legally responsible to pay the Tax such other party’s share of such Tax at least three (3) Business Days before the Tax payment due date). Both parties will join (or will cause the relevant taxpayers to join) in the execution of any such Tax Returns and other documentation as required by Law, with any disputes governed by the procedures of Section 8.03. Any refund, credit or allowance for Tax resulting from a Transfer Tax subject to this provision shall be shared equally between the Seller and the Acquiror.

(f) (i) A breach of a representation or warranty with respect to Taxes (including the representations and warranties set forth in Section 3.20) shall be deemed to exist if such representation or warranty would have been inaccurate or breached if such representation or warranty had not contained any qualification as to material, materiality, or similar language, (ii) the amount of the indemnity provided under Section 8.01(a) in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (i), shall be determined without regard to any qualification as to material, materiality, or similar language, and (iii) any disclosure provided in Section 3.20 of the Seller Disclosure Letter after the date hereof shall not be taken into account for purposes of determining any indemnification obligation (or the validity or amount of such obligation) under this Article VIII, or whether the conditions to Closing set forth in this Agreement have been satisfied.

(g) The parties agree that to the extent the Acquiror Indemnified Parties can bring a claim for indemnity under Section 8.01(a)(iii) and another clause of Section 8.01(a), the Acquiror Indemnified Parties shall not be required to bring such claim for indemnity under Section 8.01(a)(iii). For the avoidance of doubt and subject to Sections 8.07(b)(iii) and 8.07(e), to the extent a party has received an indemnity payment under a specific provision of this Section 8.01, Section 8.06(e), or Section 8.07, the indemnified party shall not be entitled to bring another claim under another provision of this Section 8.01 or Section 8.06(e) to the extent the prior indemnity payment received by the indemnified party was equal to the full amount of Taxes or Losses subject to indemnification under this Section 8.01, Section 8.06(e), or Section 8.07.

(h) Subject to Section 8.01(g), and other than for a breach or inaccuracy of a representation or warranty for which the Acquiror Indemnified Parties are entitled to indemnification under Section 8.07, the Seller shall not be required to indemnify any Acquiror

140

Indemnified Party for Taxes, lost Tax benefits and the amounts described in Section 8.01(a)(xii) resulting from a breach or inaccuracy of a representation or warranty in Section 3.20, or Taxes imposed in Post-Closing Taxable Periods due to a breach of the covenant in Section 8.02(b)(iii)(z) solely as a result of Tax Returns described in Section 8.02(b)(iii)(z) not being truthful or correct, (collectively, “Tax Losses”), (i) until with respect to such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Tax Losses in excess of $87,500 (nor shall any such claim or series of related claims that do not meet the $87,500 threshold be applied to or considered for purposes of calculating the aggregate amount of the Tax Losses for which the Seller has responsibility under (ii) below); and (ii) until the aggregate amount of all Tax Losses exceeds $50,000,000, after which the Seller shall be obligated to indemnify and hold harmless the Acquiror Indemnified Parties from and against all such amounts in excess of $50,000,000, provided, that the amount of all Taxes, lost Tax benefits and the amounts described in Section 8.01(a)(xii) that are limited by this provision shall not be applied and counted against the $125,000,000 deductible limitation set forth in Section 11.02(b) of this Agreement for purposes of determining when the Acquiror Indemnified Parties have exceeded such limitation with respect to Capped Losses. For the avoidance of doubt, this Section 8.01(h) shall not be interpreted or applied in any manner that would apply the limitations set forth herein to any Taxes or Losses for a taxable period (or portion thereof) ending on or before the Closing Date, including with respect to any such period for which a Tax Return described in Section 8.02(b)(iii)(z) has been filed, regardless of whether a claim for indemnity for any such Taxes or Losses is brought under Section 8.01(a)(ii) or Section 8.01(a)(vii).

(i) For the avoidance of doubt, the Acquiror Indemnified Parties shall not be permitted to bring a claim for Taxes pursuant to Section 8.01(a) (other than a claim permitted under Section 8.01(a)(iii) or (vii) resulting from a breach of a representation, warranty or covenant that applies to actions taken prior to the Closing Date) due to a reduction in the value of the Company prior to the Closing Date that results from the Company or a Transferred Subsidiary paying its liability for Taxes in the ordinary course of such Person’s business prior to the Closing Date; provided, that this Section 8.01(i) shall not (1) be applicable to the provisions addressing adjustments to the Purchase Price set forth in this Agreement or (2) prevent the Acquiror Indemnified Parties from bringing a claim against the Seller pursuant to Section 8.01(a) with respect to any Taxes that a Tax Authority attempts to collect from the Company or a Transferred Subsidiary (even if such Tax has been previously paid).

Section 8.02. Tax Returns.

(a) With respect to Tax Returns required to be filed by, or with respect to, the Company and the Transferred Subsidiaries for Pre-Closing Taxable Periods or Straddle Periods:

(i) The Seller and the Parent shall timely prepare and file or cause to be timely prepared and filed when due (A) all Tax Returns that are required to be filed by, or with respect to, the Company and the Transferred Subsidiaries that are due after the date hereof and on or before the Closing Date (taking into account all extensions properly obtained), and (B) all Tax Returns with respect to the Company and any Transferred Subsidiary for any Straddle Periods or any Pre-Closing Taxable Periods that

141

are due after the Closing Date (taking into account all extensions properly obtained) to the extent such Tax Returns are filed on a consolidated, unitary or combined basis with the Parent, any Affiliate of the Parent, the Seller or any Retained Affiliate and, in each case, the Parent and the Seller shall pay (or cause to be paid), subject to the provisions of Section 8.02(c), all Taxes for such taxable periods within the time and manner prescribed by applicable Law.

(ii) Except for Tax Returns described in clause (i)(B) above and subject to the provisions of Section 8.01(a) and Section 8.02(c), with respect to Tax Returns for any Pre-Closing Taxable Periods that are due after the Closing Date (taking into account all extensions properly obtained), (A) prior to the Closing Date, the Seller and the Parent shall cause the Company and the Transferred Subsidiaries to commence preparing such Tax Returns within the time and substantially adhering to the schedule that the Company and the Transferred Subsidiaries have typically followed in having such Tax Returns prepared, and (B) after the Closing Date, subject to Section 8.02(b), the Acquiror shall cause the Company and the Transferred Subsidiaries to finalize and timely file such Tax Returns (taking into account all extensions properly obtained) and pay the Taxes due with such Tax Returns within the time and manner prescribed by applicable Law.

(iii) Except as provided in clause (i)(B) above and subject to the provisions of Section 8.01(a) and Section 8.02(c), with respect to any Tax Return for any Straddle Period, the Acquiror shall cause the Company and the Transferred Subsidiaries to prepare and timely file such Tax Returns (taking into account all extensions properly obtained) and pay the Taxes due with such Tax Returns within the time and manner prescribed by applicable Law.

(iv) With respect to all Tax Returns of the Company and the Transferred Subsidiaries that are required to be filed with the United States or any state or locality of the United States for taxable periods beginning on or before January 1, 2010, Parent shall permit and grant access to the Company and the Transferred Subsidiaries to use, and the Seller (prior to Closing) and the Acquiror (after Closing) shall cause the Company and the Transferred Subsidiaries to use, all of Parent’s licensed software and hardware (at no charge) for the purpose of preparing such Tax Returns (or, in the case of Tax Returns filed on a consolidated, unitary or combined basis with Parent, any affiliate of Parent, the Seller or any Retained Affiliate, the pro forma portion of such Tax Returns that relate solely to the Company or the Transferred Subsidiaries, as applicable), and Parent shall take all necessary actions to permit the Company and the Transferred Subsidiaries to use such licensed software and hardware during the Company’s and the Transferred Subsidiary’s normal business hours consistent with past practices and in a manner that will permit the Company and the Transferred Subsidiaries to comply with the requirements of Section 8.02, including Section 8.02(b)(iii).

(b) With respect to Tax Returns required to be prepared and filed (or caused to be prepared and filed) under Section 8.02:

142

(i) Except as required by applicable Law, a Determination, or otherwise inconsistent with any provision of this Agreement, such Tax Returns shall be prepared and filed in a manner consistent with past practices and no party shall take a position, seek a ruling, make an election or adopt a method that is or would be inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns; provided, however, that in no event shall the Parent, any Affiliate of the Parent, the Seller, any Retained Affiliate, the Company, or any Transferred Subsidiary take any position or prepare or file any Tax Return that is contrary to or inconsistent with the past practices of the Company or Transferred Subsidiaries, as relevant, regarding the matters subject to the indemnity provided in Section 8.07 except to the extent such position or preparation is (A) set forth in Section 6.01(z)(xix) of the Seller Disclosure Letter as of the date hereof, (B) otherwise mutually agreed to in writing by Parent and the Acquiror, (C) required to correct an immaterial mathematical or posting error with respect to Insurance Tax Reserves of the Company or any Transferred Subsidiary, or (D) required as a result of the resolution of the Japanese Contingency Reserve Matter.

(ii) With respect to any Tax Return described in Section 8.02(a)(i) that is required to be filed on or after the date hereof, within ten (10) Business Days after filing, the Seller shall submit to the Acquiror a copy of such Tax Return (and with respect to Tax Returns filed on a combined, consolidated, unitary or group basis that include the Parent, Seller or a Retained Affiliate, a pro forma copy of such Tax Return for the Company or any Transferred Subsidiary that is included on such return).

(iii) With respect to Tax Returns required to be filed with respect to the Company or any Transferred Subsidiary described under Section 8.02(a)(i)(B) (to the extent filed after the Closing Date) and Section 8.02(a)(ii), the Acquiror shall cause the Company and the Transferred Subsidiaries to submit to the Seller a draft copy of such Tax Return (or with respect to a combined, consolidated, unitary or other group basis return, a pro forma copy of the Company’s or Transferred Subsidiary’s portion of such Tax Return) as soon as reasonably practical and no later than the number of Business Days prior to the due date for filing such Tax Return set forth below, in each case, unless commercially impractical or not possible. The number of Business Days prior to the due date for filing such Tax Returns referred to in the preceding sentence shall be (A) forty-five (45) Business Days in the case of the U.S. federal income tax return of the Parent Group that includes the Company for the taxable period of the Company ending on November 30, 2009; (B) thirty (30) Business Days in the case of state, local or non-U.S. Tax Returns filed on a consolidated, unitary or combined basis with the Parent, the Seller or any Retained Affiliate, (C) thirty (30) Business Days in the case of U.S. federal, state or local Tax Returns of the Company not described in sub-clause (B) above for the taxable year beginning January 1, 2010 and for the U.K. corporate income tax return of the Company for any taxable period beginning on or before January 1, 2010, and (D) ten (10) Business Days in all other cases. With respect to Tax Returns required to be filed by the Company or any Transferred Subsidiary described in Section 8.02(a)(ii), (y) the Acquiror shall be required to make any changes required by the Seller to such Tax Return that are not contrary to the provisions of Section 8.02(b)(i) or Section 8.07 and, (z) the

143

Seller and Parent each covenant that all Tax Returns described in Section 8.02(a)(ii) shall be true and correct in all material respects when filed.

With respect to Tax Returns described in Section 8.02(a)(i)(B) for Straddle Periods, no changes shall be made to such Tax Returns without the prior review and approval by the Acquiror of items or positions taken or reported on such Tax Returns that could adversely affect the Acquiror, the Company, any Transferred Subsidiary or any of their Affiliates, which approval may not be unreasonably withheld or delayed but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (i) of this Section 8.02(b). The Acquiror shall provide written notice to the Seller no later than thirty (30) Business Days after having been sent a copy of such Tax Return of (1) its approval thereof, or (2) if the Acquiror objects to such Tax Return, the items of dispute and a reasonably detailed explanation of such dispute. To the extent there is a dispute with respect to such Tax Returns, the parties will in good-faith attempt to resolve such dispute; provided, that if such dispute cannot be settled within fifteen (15) days after receipt of Acquiror’s notice of dispute, the disputed items shall be submitted to a mutually agreeable, nationally recognized accounting firm for settlement which firm shall decide solely which position is more correct with respect to the disputed items, and the decision from such firm shall be binding on the parties unless otherwise inconsistent with a Determination that occurs subsequent to such decision. The costs of such accounting firm shall be shared equally between the Seller and the Acquiror. If the Acquiror’s approval or notice of objection (or settlement or conclusion of a Acquiror dispute) for a Tax Return subject to this clause (iii) is not provided within two (2) days prior to the filing date (taking into account all extensions properly obtained) for any such Tax Return, the Parent or the Seller shall cause such Tax Return to be filed in accordance with the Parent or Seller’s position, provided that upon a Determination, or the resolution of a disputed item by the accounting firm or otherwise, the Seller shall cause the Company and the Transferred Subsidiaries to amend and re-file such Tax Returns or otherwise file a request for correcting such Tax Returns to the extent such Tax Returns are inconsistent with such Determination or resolution or settlement of the disputed item. The Seller shall cause the Company and the Transferred Subsidiaries not to re-file any such amended Tax Return until first reviewed by the Acquiror, provided, that such Tax Return shall be filed in accordance with a Determination, or the resolution of the dispute by the accounting firm or otherwise in all cases. The Seller and Parent each covenant that all Tax Returns described in Section 8.02(a)(i)(B) shall be true and correct in all material respects when filed.

(iv) With respect to Tax Returns required to be filed by the Company or any Transferred Subsidiary under Section 8.02(a)(iii), the Acquiror shall cause the Company and the Transferred Subsidiaries to submit to the Seller a draft copy of such Tax Return as soon as reasonably practical and no later than ten (10) Business Days (and in the case of the U.S. federal income tax return of the Company for the taxable year beginning January 1, 2010, thirty (30) days if such Tax Return is for a Straddle Period) prior to the due date for filing such Tax Return (in each case, unless commercially impractical or not possible) for review and approval by the Seller of items or positions taken or reported on such Tax Return that could adversely affect the Parent or the Seller or any of their Affiliates, which approval may not be unreasonably withheld or delayed

144

but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (i) of this Section 8.02(b). The Seller shall provide written notice no later than thirty (30) Business Days after having been sent a copy of such Tax Return of (A) its approval thereof, or (B) if the Seller objects to such Tax Return, the items of dispute and a reasonably detailed explanation of such dispute. To the extent there is a dispute with respect to such Tax Returns, the parties will in good-faith attempt to resolve such dispute; provided, that if such dispute cannot be settled within fifteen (15) days after receipt of Seller’s notice of dispute, the disputed items shall be submitted to a mutually agreeable, nationally recognized accounting firm for settlement which shall decide solely whether the filing party or non-filing party’s position is more correct with respect to the disputed items, and the decision from such firm shall be binding on the parties unless otherwise inconsistent with a Determination that occurs subsequent to such decision. The costs of such accounting firm shall be shared equally between the Seller and the Acquiror. If the Seller’s approval or notice of objection (or settlement or conclusion of a Seller dispute) for a Tax Return subject to this clause (iv) is not provided within five (5) Business Days prior to the filing date (taking into account all extensions properly obtained) for any such Tax Return, the Acquiror shall file such Tax Return in accordance with the Acquiror’s position, provided that upon a Determination, or the resolution of all disputed items by the accounting firm or otherwise, the Acquiror shall cause the Company and the Transferred Subsidiaries to amend and re-file such Tax Returns or otherwise file a request for correcting such Tax Returns to the extent such Tax Returns are inconsistent with such Determination or resolution or settlement of the disputed items. The Acquiror shall cause the Company and the Transferred Subsidiaries not to re-file any such amended Tax Return until first reviewed by the Seller, provided, that such Tax Return shall be filed in accordance with a Determination, or the resolution of the dispute by the accounting firm or otherwise in all cases.

(v) With respect to any Tax Return described in Section 8.02(a)(ii) relating to a Pre-Closing Taxable Period that Acquiror is responsible for causing to be filed, the Acquiror shall be responsible for causing such Tax Returns to be timely filed; provided, however, that if the Seller and Parent fail to provide to the Acquiror and the Company their comments and revisions to such Tax Returns at least two (2) Business Days (and five (5) Business Days in the case of any U.S. federal, state or local income or franchise Tax Return of the Company) prior to the date on which such Tax Returns are required to be filed (taking into account all extensions properly obtained), the Acquiror shall cause such Tax Returns to be timely filed as prepared by the Acquiror. Promptly after Parent and Seller have provided their comments to such Tax Returns and taking into account the time needed by the Acquiror to review such comments, the Acquiror shall cause such Tax Returns to be amended and refiled, or otherwise file a request to correct such Tax Returns so as to reflect the comments provided by Parent or Seller. Parent and the Seller shall indemnify and hold harmless the Acquiror Indemnified Parties against all penalties, interests, and additions to Tax that may be imposed with respect to such Tax Returns and all costs, expenses and fees incurred in amending or requesting a correction to such Tax Return and the Acquiror shall be entitled to bring an indemnity claim for such amounts as of the date such Tax Returns are filed.

145

(vi) With respect to any Tax Return subject to Section 8.02(a)(iv) that the Acquiror, the Company or the Transferred Subsidiaries are required to provide to Parent or the Seller, the Company and Transferred Subsidiaries shall not be required to provide Parent or the Seller with copies of such Tax Return by the dates required under this Section 8.02(b) to the extent the Company or the Transferred Subsidiaries have experienced delays in preparing such Tax Returns due to the Parent’s licensed software or hardware not operating properly or experiencing other technical difficulties (or due to any limitations imposed on the Company’s or any Transferred Subsidiary’s ability to access such software or hardware during normal business hours), and such Tax Returns shall be provided to Parent and the Seller as promptly as possible after taking into account all such delays, technical difficulties or similar limitations.

(c) To the extent the Seller, on the one hand, or the Acquiror, on the other hand, is liable under this Article VIII for a Tax that is required to be paid by another party, the Company, or a Transferred Subsidiary to the relevant Tax Authority (including a Tax that is attributable to a Tax Return which is required to be filed (or caused to be filed) by the other party, the Company, or a Transferred Subsidiary), the Seller or the Acquiror, as the case may be, shall pay (or cause to be paid) to such other Person the amount of its liability for such Tax under this Article VIII within five (5) Business Days after receiving a written request for such payment from such other Person, and such request shall include a calculation of the amount of the other party’s liability. In all other cases, an indemnity payment due under this Article VIII shall be made within three (3) days after the date the matter to which such indemnity payment relates is settled, compromised or otherwise concluded.

(d) Except as required by applicable Law, a Determination, or otherwise required by any provision of this Agreement, none of the Acquiror or any Affiliate of the Acquiror or Parent (or any Affiliate thereof) or the Seller or any Retained Affiliate shall, or shall cause or permit the Company or any Transferred Subsidiary to, amend, re-file or otherwise modify (or grant an extension of any period of limitation with respect to) any Tax Return relating in whole or in part to the Company or any Transferred Subsidiary with respect to (i) any Pre-Closing Taxable Periods, or (ii) any Straddle Period, if such actions are likely to materially adversely affect the Parent, its Affiliates, the Seller or any Retained Affiliates on the one hand, or the Company, the Transferred Subsidiaries, the Acquiror or any of the Acquiror’s Affiliates on the other hand (taking into account, in each case, the indemnity set forth in this Article VIII), without the prior written consent of the Parent or the Acquiror, as appropriate, which consent may not be unreasonably withheld or delayed; provided, however, that in no event shall any Tax Returns of the Company or any Transferred Subsidiary be amended, revised or refiled pursuant to this provision if such action would be inconsistent with or contrary to the requirements of Section 8.07 of this Agreement.

(e) On or prior to the Closing Date, unless otherwise requested by the Acquiror, the Parent and the Seller shall take all necessary actions so as to cause the Company and all Transferred Subsidiaries for taxable periods beginning after the Closing Date to not be included in any Tax group with the Seller, a Retained Affiliate, Parent or any Affiliate of Parent (determined after the Closing Date) or in any Tax Return that is filed on a combined, consolidated, group, or unitary basis with the Seller, a Retained Affiliate, Parent or any Affiliate of Parent (determined after the Closing Date).

146

(f) Notwithstanding any provision to the contrary, the parties shall not be responsible or required to prepare or file (or cause to be prepared or filed) any Tax Returns for the Joint Ventures unless such Tax Returns have traditionally been prepared by the Company or a Transferred Subsidiary.

Section 8.03. Contest Provisions.

(a) Notification.

(i) The Acquiror shall promptly notify Parent and the Seller in writing upon receipt by the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary of a written notice of any current, pending or threatened federal, state, local or foreign Audit, examination, assessment, request for information, administrative or court proceeding, and, with respect to any claim described in Section 8.07(c), any written pending or threatened claim or proceeding (“Tax Controversy”) which is reasonably likely to affect the Tax liabilities of the Parent, any Affiliate of the Parent, the Seller, or any Retained Affiliate or is reasonably likely to result in an indemnity payment under this Article VIII.

(ii) The Parent or the Seller shall notify the Acquiror in writing upon receipt by the Seller or the Parent, or any of their Affiliates of written notice of any Tax Controversy which is reasonably likely to affect the Tax liabilities of the Acquiror, its Affiliates, the Company or any Transferred Subsidiary or is reasonably likely to result in an indemnity payment under this Article VIII.

(iii) The failure by the Acquiror, by the Parent, or by the Seller to provide notice as required by this Section 8.03(a) shall not release the indemnifying party from any of its obligations under this Article VIII except to the extent, and only to the extent, that such failure prejudices the defense of such claim by the indemnifying party.

(b) Control – General Provisions.

(i) Sole Seller Control. Subject to Section 8.03(b)(iii) and to the additional control requirements of Section 8.03(d), the Seller or its designee shall, at its expense, have the sole right to represent the Company’s and each Transferred Subsidiary’s interests in any Tax Controversy relating (A) solely to a Pre-Closing Taxable Period or otherwise relating solely to a Tax liability for which the Seller is reasonably likely to be liable under this Article VIII, provided, that the results of such Tax Controversy (whether favorable or unfavorable) are not reasonably likely to materially adversely affect the Acquiror (or the Company or any Transferred Subsidiary), after taking into account Seller’s indemnity to the Acquiror Indemnified Parties pursuant to this Article VIII, and any objection by the Seller with respect to such indemnity obligation, and (B) to taxable years that include the Parent Group to the extent such Tax Controversy relates solely to (x) a correction of an immaterial mathematical or posting error with respect to the Insurance Tax Reserve of the Company or any Transferred Subsidiary, (y) the Japanese Contingency Reserve Matter, or (z) the changes to Insurance Tax Reserves set forth in Section 6.01(z)(xix) of the Seller Disclosure Letter, provided,

147

that in each case, Seller provides written notice to the Acquiror of its intent to control such proceeding within twenty (20) days after the Seller has received any initial notice of such Tax Controversy.

(ii) Sole Acquiror Control. Subject to Section 8.03(b)(iii), the Acquiror or its designee shall, at its expense, have the sole right to represent the Company’s and each Transferred Subsidiary’s interests in any Tax Controversy relating solely to a Post-Closing Taxable Period or otherwise relating solely to a Tax liability for which the Acquiror is reasonably likely to be liable under this Article VIII or otherwise, provided, that the results of such Tax Controversy (whether favorable or unfavorable) are not reasonably likely to materially adversely affect the Parent, the Seller or any Retained Affiliate after taking into account Acquiror’s indemnity to the Seller Indemnified Parties pursuant to this Article VIII and any objection by the Acquiror with respect to such indemnity obligation.

(iii) Joint Control. Subject to Seller’s satisfaction of the requirements of Section 8.03(d), and subject to Section 8.03(b)(i)(B) and Section 8.03(e), with respect to the defense of any Tax Controversy that (A) is reasonably likely to give rise to an indemnity claim under Section 8.07(a) through Section 8.07(d), (B) involves a Straddle Period or (C) is otherwise not under the sole control of the Acquiror or the Seller under clauses Section 8.03(b)(i) or Section 8.03(b)(ii) above, in each case, the Seller and the Acquiror shall exercise joint control in the defense of such Tax Controversy. In exercising the joint control provided under this Section 8.03(b)(iii), the Seller or its designee on the one hand, and the Acquiror or its designee on the other hand, shall jointly appoint mutually acceptable and nationally recognized counsel to represent the relevant taxpayer with respect to the item in the Tax Controversy. With respect to all such Tax Controversies each of the Seller and the Acquiror (and their respective designees) shall have the right to participate in all meetings, discussions and other proceedings relating to such Tax Controversy and no correspondence, submissions or positions shall be made or taken with respect to such Tax Controversies without the prior written consent or approval of both parties. Each of the Seller, Parent, the Company and the Transferred Subsidiaries shall execute all necessary powers of attorney and other needed documents to ensure that the joint control requirements of this Section 8.03(b)(iii) are satisfied. Subject to Section 8.03(d), any adverse Determination or decision by a Tax Authority or court with respect to a Tax Controversy that is subject to these joint control provisions shall be appealed (1) if mutually agreed to by the Seller and the Acquiror, or (2) if the Seller and Acquiror cannot agree on such matter, unless the mutually appointed counsel advises against such an appeal.

(c) Settlement Rights. Except as set forth in Section 8.03(d)(ii), none of the Acquiror, any of its Affiliates, the Company, any Transferred Subsidiary or any designees of such parties may settle any Tax Controversy with respect to any Taxes for which the Parent, the Seller (or any Affiliates of the Parent or the Seller on the Closing Date other than the Company or any Transferred Subsidiary) may be liable or may be adversely affected (taking into account any obligation of the Acquiror to indemnify such parties under this Agreement) without the prior written consent of the Seller, which consent may not be unreasonably withheld or delayed. None of the Parent, any Affiliate of Parent, the Seller, the Retained Affiliates, or any designees of such

148

Persons may settle any Tax Controversy with respect to Taxes for which the Acquiror or its Affiliates, including the Company and any Transferred Subsidiary, may be liable or may be adversely affected (taking into account any obligation of the Seller or Parent to indemnify such parties under this Agreement) without the prior written consent of the Acquiror, which consent may not be unreasonably withheld or delayed.

(d) Additional Control Requirements and Settlement Rights and Obligations. With respect to a Tax Controversy that relates to a matter for which a claim for indemnity could be brought under Article VIII of this Agreement, if the amount of such claim is reasonably expected to be greater than the then remaining amount of the Indemnification Collateral, such amount determined after taking into account the then Reserved Amount (assuming all claims comprising such amount will be settled or resolved in the most adverse manner (the “Available Escrow Amount”), then:

(i) Additional Control Rights and Obligations. Subject to Section 8.03(d)(ii), Seller shall not have (y) sole control over the defense of any such Tax Controversy pursuant to Section 8.03(b)(i), and any such Tax Controversy shall be subject to the joint control provisions of Section 8.03(b)(iii), and (z) except for a matter in which Seller has joint control with the Acquiror pursuant to sub-clause (y) above, joint control over the defense of any such Tax Controversy pursuant to Section 8.03(b)(iii), and the defense of any such Tax Controversy shall be subject to Acquiror’s sole control under the following circumstances:

	(A)		If a Credit Event (1) has occurred on or prior to the conclusion of the field exam process (or equivalent level of review in a non-U.S. jurisdiction) or (2) occurs during the period between the conclusion of such process and prior to the initiation of the first level of judicial review of the determinations resulting from the administrative appellate process conducted by the IRS (or similar process by another Tax Authority), and Seller does not either (A) provide to the Acquiror within ten (10) days of the conclusion of the field exam process (or equivalent level of review in a non-U.S. jurisdiction) or, if later, the date such Credit Event occurs, an opinion of nationally recognized counsel or non-U.S. equivalent counsel that has expertise in such matter (and which counsel is reasonably acceptable to the Acquiror) that the Seller’s position with respect to such Tax Controversy is at least “more likely than not” (or the applicable non-U.S. equivalent level of comfort) to succeed (and all supporting documentation relating thereto) or (B) satisfy the requirements of Section 8.03(d)(i)(B) as of the time such opinion would have otherwise been due; or

	(B)		If a Credit Event (1) has occurred on or prior to the conclusion of the administrative appellate process conducted by the IRS (or similar process by another Tax Authority), or (2) occurs anytime after such conclusion, and the Seller does not (x) advance to the Acquiror or deposit into a secured account for the benefit of the

149

Acquiror that is established in a manner consistent with the requirements of the Indemnification Control Agreement (the “Tax Account”), an amount of cash equal to the excess, if any, of the amount reasonably expected to be at stake with respect to an adverse conclusion of such Tax Controversy over the Available Escrow Amount, (y) deposits into the Tax Account a Letter of Credit for the same amount, or (z ) pays or deposits with the relevant court or Governmental Authority the same amount or, if greater, the full amount required under applicable law to continue to contest such Tax Controversy, in each case, no later than three (3) Business Days after either the conclusion of the administrative appellate process or, if later, the date such Credit Event occurs.

(ii) Additional Settlement Rights and Obligations. Notwithstanding any other provision to the contrary, Acquiror shall have the sole right to control the defense of all Tax Controversies and settle all Tax Controversies without the consent of the Parent or the Seller (and the Parent and the Seller shall settle any such Tax Controversies at, and in accordance with, Acquiror’s direction without objection from the Parent, the Seller or any Affiliate of the Parent or the Seller) without prejudice or adverse effect to the Acquiror Indemnified Parties’ right to indemnity under this Agreement, if:

	(A)		Seller, to the extent otherwise obligated to do so, fails to reimburse the Acquiror on a semi-annual basis for all reasonable out-of-pocket costs, expenses and fees, including reasonable fees for attorneys and other outside consultants, incurred by the Acquiror, the Company or any Transferred Subsidiary to contest such Tax Controversy, provided, however, that the Seller will not be considered to have failed to reimburse the Acquiror under this Section 8.03(d)(ii)(A) to the extent that such costs, expenses and fees are disputed by the Seller in good faith and the Seller deposits an amount of cash equal to the amount of such disputed costs, expenses and fees into the Tax Account or some other form of escrow or secured account established for the benefit of the Acquiror that is agreed to by the Acquiror, with the dispute regarding such costs, expenses and fees to be submitted to a mutually agreed upon independent arbitrator. Upon a determination by such arbitrator with respect to the disputed amount of costs, expenses and fees, an amount of cash equal to the amount of such disputed costs, expenses or fees determined by the arbitrator to be due to the Acquiror shall be released from such account to the Acquiror and any amount of cash remaining in such account that was deposited in respect of such disputed amounts shall be returned to the Seller, or

	(B)		In the case where a Credit Event has occurred or occurs at any time after the conclusion of the first level of judicial review of a Tax Controversy, Seller does not (x) advance to the Acquiror or deposit

150

into the Tax Account an amount of cash equal to the excess, if any, of the amount judicially determined to be due with respect to such Tax Controversy (after taking into account all deposits and advances that may have been made pursuant to Section 8.03(d)(i) with respect to such controversy), over the then remaining Available Escrow Amount (the “Tax Controversy Shortfall Amount”), (y) deposits into the Tax Account a Letter of Credit in an amount equal to the Tax Controversy Shortfall Amount, or (z) pays or deposits with the relevant court or Governmental Authority the Tax Controversy Shortfall Amount or, if greater, the full amount required under applicable law to continue to contest such Tax Controversy, in each case, no later than three (3) Business Days after either the conclusion of the first level of judicial review, or if the Credit Event occurs later, the date of such Credit Event, provided, however, that if the aggregate of the deposits and advance made pursuant to Section 8.03(d)(i)(B) with respect to such controversy and the Available Escrow Amount exceed the amount judicially determined to be due with respect to such controversy plus all other reasonable out of pocket cost currently due or reasonably likely to be incurred in connection with any future contest of such Tax Controversy, any such excess deposits in the Tax Account will be released to the Seller.

(iii) To the extent the Seller is not permitted to exercise joint control over the defense of a Tax Controversy due to Seller’s failure to satisfy the requirements of Section 8.03(d)(i), the Acquiror shall provide to the Seller the right to participate in such Tax Controversy at the cost of the Seller, and the Acquiror shall use commercially reasonable efforts to keep the Seller informed of such Tax Controversy and provide Seller the opportunity to comment on all submissions to the relevant Tax Authority with respect to such Tax Controversy and Acquiror shall review and consider such comments in good-faith.

(iv) For purposes of this Section 8.03, a “Credit Event” shall occur if the senior unsecured debt rating (the “Credit Rating”) of the Parent is at the time of determination (A) BBB- or below as assigned by Standard & Poor’s Corporation, a division of The XxXxxx-Xxxx Companies, Inc., (“S&P”) and (B) Baa3 or below, as assigned by Xxxxx’x Investors Services, Inc. (“Moody’s”).

(v) To the extent a court (or other similar Governmental Authority) at the initial level of judicial review rejects or otherwise denies an increase in the Tax liability of the Company or any Transferred Subsidiary with respect to a Tax Controversy, and the Seller would have been required, but for such determination, to indemnify the Acquiror Indemnified Parties with respect to an adverse decision (the “Decision”),

(A)

If a Credit Event has not occurred at any time prior to the Decision, the provisions of Section 8.03(d)(i)(B) and Section 8.03(d)(ii)(B)

151

			shall not apply with respect to the appeal of the Decision by a Tax Authority, even if a Credit Event occurs subsequent to the Decision; provided, that if the Seller is not successful in defending such appeal (or any other subsequent appeal by a Tax Authority) of such Decision, the provisions of Section 8.03(d) shall become immediately applicable; and

	(B)		if a Credit Event has occurred prior to the Decision (1) the Acquiror shall not have the right to settle such Tax Controversy pursuant to Section 8.03(d)(ii)(B) without the consent of the Seller, and the Acquiror and the Seller shall have the same level of control over the defense of the initial appeal of such Decision by a Tax Authority as was in place pursuant to Section 8.03(b) at the time such Tax Controversy was litigated at the first level of judicial review (or any subsequent appeal of such Decision), and this clause (B)(1) shall continue to apply until there has been an adverse determination at the appellate level to the relevant taxpayer in which case the provisions of Section 8.03(d)(ii)(B) shall become immediately applicable; provided, that the determination of control over the defense of any other aspect of such Tax Controversy that is unrelated to such appeal shall continue to be governed by the provisions of this Section 8.03 without regarding to this clause (B); and (2) but no longer exists at any time on or after a determination by the appellate court that confirms the correctness of the Decision for the taxpayer, then the Tax Controversy Shortfall Amount for such controversy shall be immediately released to the Seller upon the determination of the appellate court, provided, however, that the provisions of Section 8.03(d)(ii)(B) shall become immediately applicable for such controversy if a Tax Authority is subsequently able to successfully appeal the correctness of the Decision and at such time or any time thereafter, there is a Credit Event.

(vi) With respect to any Tax Controversy that would be subject to Seller’s sole control under Section 8.01(b)(i) but for the fact that Seller takes the position that it has no liability for such matter under this Agreement, the parties agree that such matter shall be governed by the joint control provisions of Section 8.03(b)(iii), subject to Section 8.03(d).

(e) Notwithstanding any other provision to the contrary, other than with respect to the defense of any Tax Controversy that may give rise to an indemnity claim under Section 8.07: (i) the defense of all Tax Controversies relating to a combined, unitary, consolidated, or group Tax Return that includes the Acquiror or any Affiliate thereof shall be controlled by the Acquiror, and the Seller and the Parent shall not have any defense rights with respect to any such Tax Controversy, and (ii) the defense of any Tax Controversy relating to a combined, unitary, consolidated, or group Tax Return that includes the Parent or any Retained Affiliate shall be controlled by the Parent, and the Acquiror shall have no defense rights with

152

respect to any such Tax Controversy; provided, however, that the Acquiror’s right to have joint control over the defense of a Tax Controversy relating to an adjustment to the Insurance Tax Reserves of the Company or Transferred Subsidiaries for a Pre-Closing Taxable Period shall not apply to the extent relating to taxable years that include the Parent Group to the extent such Tax Controversy relates solely to (x) a correction of an immaterial mathematical or posting error with respect to the Insurance Tax Reserves of the Company or any Transferred Subsidiary, (y) the Japanese Contingency Reserve Matter, or (z) the changes to Insurance Tax Reserves set forth in Section 6.01(z)(xix) of the Seller Disclosure Letter.

(f) In the event the Seller is not permitted to exercise sole control with respect to a Tax Controversy under Section 8.03(b)(i) due solely to the Seller’s failure to satisfy the requirements of Section 8.03(d)(i), Seller shall take all necessary actions to provide the Acquiror with its joint control rights, including providing the Acquiror the right to select with the Seller new mutually agreed upon counsel or advisors.

Section 8.04. Assistance and Cooperation. After the Closing Date, each of the Parent, the Seller and the Acquiror shall, and shall cause their respective Affiliates to:

(a) furnish or cause to be furnished copies of all Tax Returns and other relevant information, records and documents relating to Taxes in the possession of such person relating to the Company and the Transferred Subsidiaries and their respective assets or their respective businesses as is reasonably necessary for the preparation and filing of any Tax Return or financial statements, to respond to any Tax Authority, or for the preparation for, or defense against, any Tax Controversy or other disputes regarding any Taxes or Tax Returns of the Company or any Transferred Subsidiary for Pre-Closing Taxable Periods or Straddle Periods or with respect to a liability for which any party to this Agreement or any Affiliate thereof may be liable under Article VIII (including reasonable access to employees, officers, consultants, counsel, auditors and other relevant professionals);

(b) furnish the other party with copies of all correspondence received from any Tax Authority in connection with any Tax Audit or information request with respect to any taxable period for which the other party may have a liability under Sections 8.01 or 8.07;

(c) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.01(e) (relating to Transfer Taxes); and

(d) timely provide to the other party powers of attorney or similar authorizations necessary to carry out the purposes of this Article VIII;

provided, however, that none of the parties or any of their Affiliates (nor their respective Representatives) shall be required to disclose to the other party or any of its agents or Representatives, any books, records, Tax Returns, schedules, work papers, or other documents or data consisting of, or relating to, consolidated, combined, affiliated or unitary Tax Returns which include the Parent, the Seller or any Retained Affiliate, or which include the Acquiror or any of its Affiliates (other than the Company or any Transferred Subsidiary), except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred

153

Subsidiaries or relate to the calculation of any amount of indemnity hereunder but only to the extent related thereto provided that in no event shall the Acquiror, the Seller or Parent have any right to obtain any Restricted Information, other than Tax related information and pro forma Tax Returns relating solely to the Company or any Transferred Subsidiary and any information related to any claim for indemnity under Section 8.07(c), provided, further, however, that (i) all information provided pursuant to this Section 8.04 shall be subject to the obligation of confidentiality set forth in Section 6.05 (but for the avoidance of doubt, may be disclosed to any Tax Authority to the extent required by Law) and (ii) cooperation under this Section 8.04 shall not be required to the extent that such cooperation would unreasonably interfere with the business or operations of the party that has been requested to provide cooperation pursuant to this Section 8.04 in light of the nature of the controversy and the amount at stake. If reasonably requested by the Seller or the Acquiror, the other party shall enter into a customary confidentiality and joint defense agreement with any of the Seller, any Affiliate of the Seller, the Acquiror, any Affiliate of the Acquiror, the Company or any Transferred Subsidiary (as appropriate) with respect to any information to be provided to the Acquiror or to the Seller pursuant to this Section 8.04, as the case may be. Except to the extent that a request for assistance or cooperation pursuant to this Section 8.04 relates to a claim for indemnity pursuant to Section 8.01 or Section 8.07 or the preparation of Tax Returns in accordance with Section 8.02, the party requesting assistance under this Section 8.04 shall reimburse the assisting party promptly for any reasonable and necessary expenses incurred by such assisting party and its Representatives in complying with any such request for assistance. For the avoidance of doubt, nothing in this Section 8.04 shall require the disclosure of any projection of assumptions that are not subject to disclosure to the indemnitor under Section 8.07(f).

Section 8.05. Other Tax Covenants.

(a) Exclusivity. The provisions of this Article VIII shall control all matters relating to claims for indemnity in respect of Taxes (other than claims that may be made with respect to breaches of the representations and warranties under Section 3.13 and the covenants set forth in Article VII, but including, for the avoidance of doubt, the representations and warranties set forth in Section 3.20); provided, that Sections 6.05 (as specifically referenced and modified in Section 8.04), 6.24, 11.01(b), 11.05, 11.06, 11.07(a)(i), (ii) and (iii), 11.07(c), 12.09, 12.10(a), 12.11, and 12.12 shall also apply to all matters relating to claims for indemnity in respect of Taxes and none of the limitations on indemnity set forth in Article XI shall apply with respect to claims for indemnity made under this Article VIII, provided, however, that if a claim relating to an insurance contract, policy or other product is brought against the Company or a Transferred Subsidiary that is not subject to indemnity under Section 8.07(c), the parties agree such claim shall be subject to any other indemnity right that may be available to the Acquiror Indemnified Parties under this Agreement.

(b) Survival Period. Subject to Section 8.07, the representations and warranties set forth in Section 3.20 (other than Section 3.20(b) and 3.20(h)) and the covenants and agreements set forth in this Agreement with respect to any Tax matters shall survive until the date that is sixty (60) days after the expiration of all relevant periods of limitation, and the representation and warranties set forth in Section 3.20(b) and Section 3.20(h) shall survive until the date that is three years after the Closing Date, provided, however, that with respect to any Tax that is imposed by any United Kingdom Tax Authority or any obligation to repay a payment

154

made in consideration of a claim to U.K. Group Relief, all agreements, covenants and indemnification matters contained in this Article VIII and the Seller’s obligations to indemnify, defend and hold harmless each Acquiror Indemnified Party for any such Taxes will terminate, and the representations and warranties in Section 3.20(gg) to (pp) shall not survive, unless and to the extent that a claim in respect thereof has been made no later than six (6) years after the end of the accounting period in which the Closing Date occurs.

(c) Post Signing Tax Covenants. Notwithstanding any provision in this Agreement to the contrary, as of the date hereof and thereafter:

(i) The Parent and the Seller shall use good faith commercially reasonable efforts to promptly provide (and update between the date hereof and the Closing Date) the Acquiror with an accurate and correct list of (A) the entities with respect to which the SPV 338 Election would likely cause a termination pursuant to section 708(b) of the Code and the U.S. Treasury Regulations promulgated thereunder and whether consent of the partners or members of such entity could be required as a result thereof or indemnity payments could be required, (B) each Transferred Subsidiary that is characterized as a partnership for U.S. federal income tax purposes and whether such entity has in effect a valid election pursuant to section 754 of the Code, (C) any interest in a Transferred Subsidiary characterized as a partnership that has material amounts of income, gain, loss or deduction that are required to be determined under section 704(c) of the Code or the principles thereof, and (D) the Company’s and each Transferred Subsidiary’s (that is a U.S. person) outside tax basis and capital account amount as of the last schedule K-1 in each entity in which the Company or a Transferred Subsidiary owns an equity interest that is characterized as a partnership for U.S. federal income tax purposes. The Seller and Parent shall use commercially reasonable efforts to assist the Acquiror to determine whether it would be beneficial for the Company to have any Transferred Subsidiary make the election provided under section 754 of the Code. The Seller and Parent agree to obtain prior to the Closing Date all necessary consents that could be required as a result of the termination of a Transferred Subsidiary or any other entity under section 708(b) of the Code and the U.S. Treasury Regulations promulgated thereunder due to the SPV 338 Election and shall indemnify and hold harmless the Acquiror Indemnified Parties against all indemnity payments resulting from any such termination.

(ii) Prior to the Closing Date, with respect to Tax matters, the Parent shall, and shall cause each of the Company and the Transferred Subsidiaries and any such Person’s respective Representatives to (A) cooperate and assist the Acquiror in continuing Tax due diligence of the Company, the Transferred Subsidiaries and the assets, liabilities of the Company and the Transferred Subsidiaries and the Business including, providing access to the Acquiror and the Representatives of the Acquiror, during normal business hours, to the offices, properties, books, data, files, information, records and employees of the Seller, the Parent and their respective Affiliates but solely with respect to the Company, the Transferred Subsidiaries and the Business, furnishing such additional data and other information regarding the Taxes of the Company, the Transferred Subsidiaries and their personnel as the Acquiror or its Representatives may from time to time reasonably request, and assisting the Acquiror in determining whether

155

the elections described in Section 8.05(h) may be beneficial to the Acquiror and (B) cooperate with and assist the Acquiror and the Representatives of the Acquiror in connection with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and the Business (including any necessary restructuring of the Business) and their personnel into the Acquiror’s organization following the Closing Date and with respect to any restructuring of the Company or the Transferred Subsidiaries, in each case, to the extent any such assistance or expertise is reasonably requested in connection therewith; provided that, in each case, such cooperation shall not unreasonably interfere with the business or operations of the Seller, the Parent and their Affiliates, the Company and the Transferred Subsidiaries, in light of the nature of the Acquiror’s needs and the amount at stake.

(d) SPV 338 Election.

(i) Notwithstanding anything to the contrary, the Parent and the Seller shall, between the date hereof and the Closing Date, provide to the Acquiror as promptly as such information becomes available all information reasonably requested by the Acquiror relating to the SPV 338 Election, and all documents, calculations and other determinations that are reasonably requested by the Acquiror with respect thereto. As of the date hereof, Parent and the Seller intend to file the IRS Form 8883 for the SPV 338 Election in a manner consistent with the estimates set forth in Section 3.20(o) of the Seller Disclosure Letter (it being understood that such estimate may change prior to the Closing Date as Seller, Parent and the Company continue to prepare the relevant Tax Returns relating to such election). The Seller shall reasonably consider, in good faith, any comments and suggestions by the Acquiror with respect to IRS Form 8883 and the SPV 338 Election, provided, however, that the final determination of the proper consideration and allocation shall be made by the Seller.

(ii) Pursuant to the SPV 338 Election, the Seller shall timely make in the manner required by Law, where applicable, (or shall cause to be timely made) elections under section 338(g) of the Code and section 338(h)(10) of the Code, with respect to the Company and each Transferred Subsidiary and the Parent, Seller and the Company shall timely file IRS Forms 8023 and 8883 with respect to the SPV 338 Election in the manner required by Law, and such IRS Forms and the elections made thereon shall be valid, true, correct and complete. Copies of all filed IRS Forms 8883 and 8023 for the SPV 338 Election shall be provided to the Acquiror promptly after being filed.

(e) Within forty-five days (45) of the date hereof, the Seller shall provide to the Acquiror a list that specifically identifies the tax status (e.g., corporation, partnership, entity disregarded from its owner) for U.S. federal income tax purposes of each Transferred Subsidiary that is subject to Tax in the United States.

(f) Except as provided in Section 8.07, the Acquiror, the Company and the Transferred Subsidiaries shall not be restricted after the Closing Date in seeking any rulings or other legal determinations from a Tax Authority regarding the treatment of Tax items or positions with respect to Tax matters of the Company or any Transferred Subsidiary that the

156

Acquiror, the Company and the Transferred Subsidiaries intend to be applicable only to Post-Closing Taxable Periods and the request or receipt of any such rulings or determinations shall not prejudice or otherwise adversely affect the rights of the Acquiror Indemnified Parties under this Agreement (including the rights for indemnification set forth in Section 8.01(a)).

(g) Notwithstanding anything to the contrary contained herein, unless otherwise requested by the Acquiror, all indemnity payments to an Acquiror Indemnified Party shall be paid to the Acquiror; provided, that Seller shall not be required to make an indemnity payment to an Acquiror Indemnified Party other than the Acquiror if such payment would materially increase the costs in respect of Tax to the Seller.

(h) Section 338.

(i) Upon a written request of the Acquiror, notifying the Seller of Acquiror’s intent to make a Section 338(h)(10) Election with respect to the Company that is provided to Seller within ninety (90) days after the Closing Date, the Seller, and the Acquiror, in respect of the Company and the Transferred Subsidiaries, shall take all actions necessary and appropriate (including timely filing all forms, Tax Returns, elections, schedules and other documents as may be required) to effect and preserve a timely section 338(g) or section 338(h)(10) election in accordance with and to the extent permitted by the requirements of section 338 of the Code and U.S. Treasury Regulations promulgated thereunder (and any corresponding elections under state, local or non-U.S. Tax Law) for each of the Company and the Transferred Subsidiaries with respect to the acquisition of the Shares by the Acquiror and any deemed acquisitions of any other entity resulting from such elections (the “Section 338 Elections”).

(ii) The Seller and the Acquiror, with respect to the Company and the Transferred Subsidiaries, agree to (x) report, where applicable, the sale of the stock of the Company (and the deemed sale of the stock of the Transferred Subsidiaries with respect to which such election is made) consistently with the Section 338 Elections and (y) with respect to the Section 338 Elections, where applicable, and to the extent permitted by Law, take no position contrary thereto or inconsistent therewith in any Tax Return, any discussion with or proceeding before any Tax Authority, or otherwise.

(iii) On or before the Closing Date, the Seller and the Acquiror shall, and shall cause their Affiliates to, (x) promptly execute (or cause to be executed) and deliver to one another, as appropriate, IRS Form 8023 (and any comparable state and local or non-U.S. forms) and attachments which are required to be filed under applicable Law to effect the Section 338 Elections (but not including IRS Form 8883 or any other similar form that sets forth the allocation of consideration) and the Seller shall duly and timely file such forms with the appropriate Tax Authority, and (y) comply with all requirements of section 338 of the Code (or any other similar provision of state and local law) and the U.S. Treasury Regulations promulgated thereunder.

(iv) Notwithstanding anything else to the contrary herein, the Acquiror may make an election under section 338(g) of the Code with respect to any Transferred Subsidiary for which there was a qualified stock purchase under section 338 of the Code.

157

	(v)		Allocation of Purchase Price

	(A)		For purposes of making the Section 338 Elections, the Acquiror shall determine the value of the assets of the Company and the Transferred Subsidiaries as of the Closing Date and shall within one hundred and twenty (120) days after the Closing Date provide the Seller with the “adjusted grossed-up basis” (within the meaning of the U.S. Treasury Regulations promulgated under section 338 of the Code, taking into account any relevant regulations and taking into account Notice 2010-1; 2010-2 IRB251) and its allocation to the assets of the Company and the Transferred Subsidiaries with respect to which the Section 338 Elections are made (the “Initial Allocation”). Except as set forth below, the Initial Allocation shall be binding, as applicable, upon the Acquiror and the Seller for purposes of allocating the “aggregate deemed sale price” (within the meaning of the U.S. Treasury Regulations promulgated under section 338 of the Code, taking into account any relevant proposed regulations) among the assets of the Company and the Transferred Subsidiaries for purposes of the Section 338 Elections; provided, however, that if the Seller disagrees with the Initial Allocation and the Seller notifies the Acquiror in a writing of its specific disagreements within forty five (45) days after having received the Initial Allocation, the Seller and the Acquiror agree to consult and resolve in good faith any such disputed item. In the event the parties are unable to resolve any such dispute within ten (10) Business Days (or such other period as mutually agreed by the parties) following the written notice to the Acquiror of the Seller’s objection, a mutually agreed upon independent nationally recognized accounting firm will be retained to resolve solely any issue in dispute as promptly as possible by deciding whether the valuation and related allocation of the Acquiror or the Seller is more consistent with applicable Law, and the determination of such firm shall be final with respect to such disputed issues. The Acquiror and the Seller shall then be bound by the Initial Allocation as adjusted to reflect the determination of such independent accounting firm (the “Final Allocation”) and shall bear equally all costs of the independent accounting firm.

	(B)		Notwithstanding anything to the contrary in this Agreement, the Initial Allocation and the Final Allocation shall be adjusted to the extent necessary to reflect any adjustments to the Purchase Price (including any adjustments that may occur after the filing of the IRS Form 8023 or 8883, and the Form 8883 (or any equivalent form) shall be amended and revised, as needed, to reflect such adjustments) and the Final Allocation shall be determined no later than ten (10) days prior to the filing deadline of the IRS Form 8883 needed to reflect the Section 338 Elections. The arbitration

158

			mechanism in clause (A) above shall apply to a dispute between the parties with respect to the determination of the Initial Allocation and the Final Allocation.

	(C)		Where applicable, the Seller, the Parent and the Acquiror shall file, and cause their respective Affiliates to file, all Tax Returns and all forms and documents needed to effect the Section 338 Elections in a manner consistent with the Final Allocation and, notwithstanding anything to the contrary in this Agreement, shall take no position inconsistent therewith unless otherwise required by Law.

(i) Tax Sharing Agreements, Power of Attorney.

(i) Notwithstanding anything to the contrary contained herein, except in respect of any such agreement or arrangement governed by the provisions of Section 8.05(i)(ii) below, the Seller shall, and shall cause its Affiliates to, take (A) all necessary actions to terminate, or settle in accordance with the terms of Article VI, as the case may be, as of the day before the Closing Date, all contracts and agreements (other than, for the avoidance of doubt, any arrangements in respect of Group Relief) entered into by the Company or any Transferred Subsidiary that are primarily intended to provide for the allocation, sharing, or payment of Taxes (the “Tax Sharing Agreements”), and (B) such actions as may be necessary so that the Company and each of the Transferred Subsidiaries shall have no liability thereunder after the Closing Date.

(ii) Within sixty (60) days of the date hereof, the Seller shall (A) provide the Acquiror with a list of all Tax Sharing Agreements that are in effect whose parties consist solely of the Company and/or any of the Transferred Subsidiaries, and (B) all powers of attorney relating to significant Tax matters that will be in effect and binding on the Company or any Transferred Subsidiary after the Closing Date. Within ninety (90) days of the receipt of such lists, the Acquiror shall notify the Seller which of such agreements, arrangements or powers of attorney the Acquiror wants to survive past the Closing Date and the Seller or the Parent shall cause all other such agreements, arrangements or powers of attorney to terminate or be settled, as the case may be, on the day prior to the Closing Date so that the Company and each of the Transferred Subsidiaries shall have no liability thereunder after the Closing Date.

(iii) Seller shall indemnify and hold harmless the Company and the Transferred Subsidiaries from and against all liabilities relating to or resulting from (A) any payments due after the Closing Date under a Tax Sharing Agreement for taxable periods (or portions thereof) ending on or before the Closing Date, and (B) the Tax Sharing Agreements terminated pursuant to this Section 8.05(i), provided, however, that this provision shall not be interpreted in any manner that would allow the Acquiror Indemnified Parties to bring a claim to recoup amounts that are paid in the settlement of an intercompany obligation under Section 8.05(i).

159

(iv) For the avoidance of doubt, this Section 8.05(i) is subject to the provisions of Section 8.06, but only with respect to Taxes imposed by a United Kingdom Tax Authority.

(j) Contributions. The Parent, the Seller and their Affiliates agree to treat any contribution or other transfer of assets to the Company or any Transferred Subsidiary from November 30, 2009 to the Closing Date as a taxable acquisition of such asset by the Company or the Transferred Subsidiary, as the case may be.

(k) To the extent a party makes a claim for indemnity under this Article VIII prior to the expiration of the relevant period of limitation, or with respect to a claim under Section 8.07(c)(i)(B), prior to December 31, 2020, such claim for indemnity (and to the extent relevant, the applicable representations and warranties) shall survive the expiration of the relevant period of limitations or, with respect to a claim brought under Section 8.07(c)(i)(B), past December 31, 2020, until such time as such claim is fully and finally resolved.

(l) Notwithstanding any provision to the contrary, except as otherwise required due to a change in Law, a Determination, settlement of a Tax Controversy, or mutual agreement by the parties, for all taxable periods commencing on or after January 1, 2009 and ending on or before December 31, 2013, the Company will calculate its life insurance qualification ratio under section 816 of the Code in a manner consistent with the calculations set forth on Section 8.05(l) of the Seller Disclosure Letter (including the determinations and methods used in making such calculations).

(m) The Seller (at Seller’s expense) shall cause the Company and the Transferred Subsidiaries to have prepared and completed as soon as reasonably practicable but no later than September 1, 2011 all necessary studies and other reports that are needed to comply with the requirements of section 482 of the Code and similar transfer pricing provisions of state, local or non-U.S. Law. Such reports and studies shall be completed by a consultant or advisor that is an expert in these areas and that is mutually agreed upon by the Parent and the Acquiror and consistent with the Acquiror’s transfer pricing methodologies; provided, however, that no indemnity shall be provided under Article VIII by the Seller to the extent of any Tax or Losses (other than the cost of preparing the studies and reports) resulting from the Company or the Transferred Subsidiaries using the Acquiror’s transfer pricing methodologies developed in accordance with this Section 8.05(m).

(n) The following claims for indemnity under this Article VIII shall be treated as such for purposes of determining the Reserved Amount: (i) all claims with respect to a Tax Controversy, provided, the Acquiror satisfies the requirements of Section 8.03(a) and the relevant Tax Authority has provided a written notice to the relevant taxpayer asserting a liability for Tax or the loss of Tax benefit that the Acquiror Indemnified Parties have determined has given, or could reasonably give rise to, a right of indemnification under this Article VIII; (ii) all claims for Taxes (including any amounts required to be paid in the form of a reimbursement or compensation for Taxes) resulting from any claim or demand by a third party (other than a Tax Authority) for which the Acquiror Indemnified Parties have determined has given, or could reasonably give rise to, a right of indemnification under Section 8.01(a)(vi); provided, notice is provided to the Seller by the Acquiror Indemnified Parties of such claim within the time and in

160

the manner set forth in Section 8.03(a); and (iii) any claim for Losses by an Acquiror Indemnified Party against the Seller pursuant to Section 8.01(a)(vii) that is asserted by an Acquiror Indemnified Party by written notice to Seller and that does not involve an actual or imminent Tax Controversy, and such notice sets forth the reasonably expected amount of such Losses.

Section 8.06. Tax Relief.

(a) If the Seller elects in its sole discretion, to the extent permissible under applicable Law, the Seller shall be permitted to procure the surrender of Group Relief from itself or the Parent or their Retained Affiliates to the Company or a Transferred Subsidiary in order to prevent or extinguish a liability for Taxes arising for which it would be liable under Article VIII, provided that no payment shall be due from the Company or any Transferred Subsidiary in respect of such claim. The Acquiror shall, and shall cause the Company and each Transferred Subsidiary to, take all steps reasonably requested to effect any such claim.

(b) Subject to paragraph (i) below, the Acquiror shall, at the written request of the Seller, procure that the Company and any Transferred Subsidiaries shall, to the extent legally permissible, claim Group Relief from the company or companies stated in the aforementioned written request for a consideration calculated in accordance with paragraph (ii) below.

(i) The Acquiror shall have no obligations under this Section 8.06(b) to pay consideration if and to the extent it would otherwise be calculated by reference to Tax in respect of which the Seller is liable under Article VIII.

(ii) The consideration to be provided in accordance with Section 8.06(b) above shall be an amount equal to:

(A)

in the case of a Group Relief claim in relation to an accounting period of the Company or the relevant Transferred Subsidiary other than the Straddle Period, an amount equal to any amount of Tax for which the Company or that Transferred Subsidiary would otherwise be liable in respect of the relevant accounting period and which is reduced or eliminated (whether by way of refund, credit, offset or discharge) as a consequence of the Group Relief claim.

161

	(B)		in the case of a Group Relief claim in relation to the Straddle Period, an amount equal to any amount of Tax duly apportioned in accordance with Section 8.06(b)(iii)(D) to the part of the Straddle Period ending on the Closing Date for which the Company or the relevant Transferred Subsidiary would otherwise be liable in respect of that accounting period and which is reduced or eliminated (whether by way of refund, credit, offset or discharge) as a consequence of the Group Relief claim.

	(iii)		The Acquiror will procure that:

	(A)		the Company and all Transferred Subsidiaries will co-operate with the Seller in relation to any claim made under this Section 8.06(b) by promptly taking all such action as the Seller may reasonably request, including the making of all necessary and reasonable claims, the giving of all necessary and reasonable consents and the execution and filing of all necessary and reasonable notifications and returns;

	(B)		except to the extent that profits are not available to be the subject of a Group Relief claim, neither the Company nor any Transferred Subsidiary without the prior written consent of the Seller (not to be unreasonably withheld or delayed) withdraws or varies or otherwise impedes any Group Relief claim made pursuant to this Section 8.06(b);

	(C)		the Company and all Transferred Subsidiaries shall provide the Seller with all such information and assistance as the Seller may reasonably request to enable the Seller to exercise its rights under this Section 8.06(b);

	(D)		the Company and each Transferred Subsidiary, in relation to a claim made under this Section 8.06(b) to which it is a party in respect of the Straddle Period, shall compute and apportion its total profits in respect of the parts of the Straddle Period ending on the Closing Date and beginning after the Closing Date on a time apportionment basis, unless and to the extent that such a basis would be unjust or unreasonable, in which case (to the extent only that it is necessary in order to avoid injustice or unreasonableness) in such other manner as may be just and reasonable in the circumstances.

(iv) The consideration for a Group Relief claim made pursuant to this Section 8.06(b) shall be payable, in a case where the Group Relief claim gives rise to a repayment of Tax, to the extent that the consideration is attributable to such repayment, on the date two (2) Business Days after such repayment has been made; or in any other case, on the last date on which any actual Tax liability which is reduced or eliminated as

162

a consequence of the Group Relief claim would have been required to have otherwise been paid to the relevant Tax Authority in order to avoid any interest or penalty. The Acquiror shall pay such consideration, or procure that it is paid, to the company or companies from which Group Relief, to which that consideration relates, is claimed and in accordance with an agreement between that company or those companies, on the one hand and, on the other hand, the Company or the Transferred Subsidiary which is party to the relevant Group Relief claim, and in the event that any Group Relief claim is disallowed to any extent by the relevant Tax Authority, the Seller shall procure that such consideration as has been paid in respect of such claim (to the extent disallowed) shall promptly be repaid to the Company, or to the relevant Transferred Subsidiary to which such claim related, together with interest thereon calculated at the Interest Rate from the date of the payment to the date of repayment.

(c) The Acquiror undertakes to the Seller that the Acquiror will, if requested in writing by the Seller to do so, procure that the Company and any Transferred Subsidiary so far as it is legally able to do so shall use its best endeavors to permit a claim for Group Relief by the Seller, the Parent or any Retained Affiliate for no consideration other than any consideration that has been paid on or prior to Closing in respect of the Straddle Period and/or any accounting period of the Company or any Transferred Subsidiary ended on or before the Closing and the Acquiror covenants with the Seller that if to any extent the Acquiror is in breach of such undertaking it will pay to the Seller an amount equal to any Tax or any additional Tax which may be or becomes payable by the Seller, the Parent or any Retained Affiliate which would not have been payable if the Acquiror had complied in full with such undertaking, provided that this Section 8.06(c) shall not apply to permit a claim for Group Relief and the Acquiror shall have no liability to the Seller under this Section 8.06(c) to the extent that (x) any such claim would otherwise relate to any amount treated as an asset in, or taken into account in computing, the provision for Tax in the Final Closing Balance Sheet or (y) any such claim for Group Relief would, if made, give rise to a liability for Tax by virtue of the reallocation and surrender by way of Group Relief of amounts that have already been utilized by any Company or any Transferred Subsidiary and in respect of which the Acquiror would be entitled to make a claim against the Seller or the Parent under this Article VIII.

(d) Notwithstanding anything to the contrary in Section 8.01(b), neither the Parent, the Seller, nor any Retained Affiliate shall be entitled to any refund of (or credit or allowance for) Taxes which arise in consequence of a surrender of Group Relief made for a consideration payable under Section 8.06(b).

(e) Except as set forth in Sections 8.01(a) and Section 8.07, the Acquiror shall indemnify, defend and hold harmless the Seller Indemnified Parties, from and against all Taxes imposed by a United Kingdom Tax Authority on the Company or any Transferred Subsidiary, or for which the Company or any Transferred Subsidiary may otherwise be liable, or for which the Seller or an Affiliate thereof is accountable in respect of the income, profits or gains of, or events relating to the Company or any Transferred Subsidiary, with respect to any Post-Closing Taxable Periods and, with respect to any Straddle Period, Taxes imposed by a United Kingdom Tax Authority attributable to the portion of such Straddle Period beginning after the Closing Date.

163

Section 8.07. Special Indemnification Provisions. With the exception of Excluded Taxes:

(a) (i) The Seller shall indemnify, defend and hold harmless the Acquiror Indemnified Parties from and against:

	(A)		all Taxes (and lost Tax benefits, to the Company and Transferred Subsidiaries) imposed on the Company or any Transferred Subsidiary, or with respect to which the Company or any Transferred Subsidiary may otherwise be liable, relating to or resulting from a Determination, settlement or agreement between the Seller and the Acquiror that there is an inaccuracy, miscalculation or any adjustment to the Insurance Tax Reserves of the Company or any Transferred Subsidiary (to the extent maintained for U.S. federal income tax purposes) with respect to taxable periods (or portions thereof) ending on or before the Closing Date, and all reasonable out of pocket costs, expenses, fees and other reasonable out of pocket amounts incurred after the Closing Date in contesting, determining, investigating, or settling any matter for which a claim for indemnity may be made hereunder (including, all costs incurred in correcting or remediating any Pre-Closing Contracts or Post-Closing Contracts, including all reasonable costs and expenses for legal or other professional consultants));

	(B)		subject to Section 8.07(a)(ii) below, 50 percent of (1) all Taxes (and lost Tax benefits), imposed on the Company or any Transferred Subsidiary, or with respect to which the Company or any Transferred Subsidiary may otherwise be liable, relating to, or resulting from a Determination, settlement or agreement between the Seller and the Acquiror with respect to the inaccuracy, miscalculation or any adjustment to the Insurance Tax Reserves of the Company or any Transferred Subsidiary (to the extent maintained for U.S. federal income tax purposes) with respect to taxable periods (or portions thereof) beginning after the Closing Date and ending on or before December 31, 2013, with respect to Pre-Closing Contracts, and Post-Closing Contracts entered into on or before December 31, 2013, and (2) all reasonable out of pocket costs, expenses, fees and other reasonable out of pocket amounts incurred after the Closing Date in contesting, determining, investigating, or settling any matter for which a claim for indemnity may be made hereunder (including, all costs incurred in correcting or remediating any Pre-Closing Contracts or Post-Closing Contracts, including all reasonable costs and expenses for legal or other professional consultants) (sub-clauses (A) and (B),collectively, “Reserve Tax Losses”).

164

provided, however, that (1) no indemnity shall be required under clause (B) of this provision to the extent the Company or a Transferred Subsidiary, as applicable, fails to follow, after the Closing Date, the reserve methodologies used by the Company or such Transferred Subsidiary with respect to the Pre-Closing Contracts and Post-Closing Contracts in all material respects, but only to the extent such methodology is reasonably unambiguous to the Acquiror, and if such methodology does not satisfy the above criteria, the Acquiror, after consulting with the Parent, shall provide the Seller with a methodology reasonably consistent with the methodology Acquiror believes was used by the Company or such Transferred Subsidiary (based on the information provided by the Parent’s, the Company’s, or Transferred Subsidiary’s tax personnel that were employed prior to the Closing Date by the Company or such Transferred Subsidiary) with respect to the Pre-Closing Contracts and shall substantially follow such methodology in all material respects, and provided further, that the indemnity provided hereunder shall not be lost or adversely affected in any manner by any change in reserve materially agreed to by Parent and the Acquiror or which is required due to a Determination, settlement, or an agreement between Seller and the Acquiror, or a change in Law (other than a Prospective Change of Law that is effective after the Closing Date) or a change that is consistent with the changes set forth on Section 6.01(z)(xix) of the Seller Disclosure Letter, (2) no indemnity shall be required of the Seller under clause (B) of this provision in excess of a payment by the Seller of $200 million, and (3) no indemnity shall be required with respect to an adjustment to the Insurance Tax Reserves of the Company or the Transferred Subsidiaries that is made by the Company or Transferred Subsidiary pursuant to and as permitted by Section 6.01(z)(xix) of the Seller Disclosure Letter (the “Reserve Tax Indemnity”).

(ii) For purposes of calculating the amount of the Reserve Tax Losses, the amount of the Reserve Tax Losses shall take into account all Tax benefits and Tax detriments (in the same manner as such amounts are taken into account in Section 8.07(f)) resulting to the Company or a Transferred Subsidiary, as applicable, due to the adjustment to Insurance Tax Reserves for which a claim for indemnity has been made. The calculation of the Reserve Tax Losses shall be made by the Acquiror and shall be provided to the Seller. In the event that the Seller does not agree with the Acquiror’s computation of the adjustments to the calculation of the Reserve Tax Losses required under this clause (ii), the Acquiror and the Seller agree to follow the dispute resolution mechanism as set forth in Section 8.07(f), below.

(iii) The indemnification provided in this Section 8.07(a) shall survive until the date that is sixty (60) days after the expiration of all relevant periods of limitations, including the relevant periods of limitation with respect to any Post-Closing Taxable Period subject to the indemnification under Section 8.07(a)(i).

(iv) Parent and the Seller agree that to the extent there is a Determination that results in an adjustment to the Company’s or a Transferred Subsidiary’s Insurance Tax Reserves for which a claim for indemnity is made pursuant to Section 8.07(a), none of the parties shall be prohibited from taking the position that the adjustments to the taxable income and Insurance Tax Reserves of the Company or a Transferred Subsidiary resulting from such Determination should be made on the then

165

earliest taxable period that includes the Company or any Transferred Subsidiary that is open for assessment and, to the extent the parties agree with such position or there is a Determination that is consistent with such position, the parties and the Company or any Transferred Subsidiary, as the case may be, shall (or shall cause) all Tax Returns of or that include the Company or any relevant Transferred Subsidiary for such taxable period to be amended and re-filed.

(b) (i) The Seller shall indemnify, defend and hold harmless the Acquiror Indemnified Parties from and against (A) all Taxes (and lost Tax benefits) imposed on the Company or any Transferred Subsidiary, or with respect to which the Company or any Transferred Subsidiary may otherwise be liable, with respect to any taxable periods (or portions thereof) ending on or prior to the Closing Date resulting from or relating to a Determination, or a settlement or agreement between the Seller and the Acquiror, that there is or has been a breach or inaccuracy of the representation set forth in Section 3.20(s); (B) all Taxes (and lost Tax benefits) imposed on the Company or any Transferred Subsidiary, or with respect to which the Company or any Transferred Subsidiary may otherwise be liable, with respect to any taxable periods (or portions thereof) beginning after the Closing Date and ending on or before December 31, 2013 (the “Special Indemnity Period”) resulting from or relating to a Determination, or a settlement or agreement between the Seller and the Acquiror, that during all or a portion of the Special Indemnity Period the Company does not qualify as a life insurance company within the meaning of section 816(a) of the Code, provided that this sub-clause (B) shall only apply if (y) applying the analysis set forth in such Determination, settlement or agreement, except as expressly provided in Section 8.07(b)(ii) below, the representation set forth in Section 3.20(s) of this Agreement would have been treated as breached for the taxable period of the Company ending on December 31, 2008, and (z) applying solely the portion of the analysis set forth in such Determination, settlement or agreement, that is based on the Prospective Change of Law, if any, the Company would qualify as a life insurance company within the meaning of section 816(a) of the Code; and (C) all reasonable out of pocket costs, expenses, fees and other reasonable out of pocket amounts incurred after the Closing Date in contesting, determining, investigating, or settling any matter for which a claim for indemnity may be made hereunder (including all reasonable costs and expenses for legal or other professional consultants).

(ii) Solely for purposes of the indemnity provided in Section 8.07(b)(i)(B), if a Determination is made during the Special Indemnity Period that the Company does not qualify as a life insurance company under section 816(a) of the Code (or any successor provisions thereto) and there has been a change in the Code or the U.S. Treasury Regulations promulgated thereunder that is effective after the Closing Date and prior to such Determination, and such change in the Code or the U.S. Treasury Regulations promulgated thereunder, or the relevant Determination, expressly provides that the change is to have only prospective effect and such change clearly is not applicable with respect to periods prior to such change (a “Prospective Change of Law”), then the analysis applied to determine whether the Company qualified as a life insurance company for purposes of section 816(a) of the Code for the taxable period ending on December 31, 2008 shall be made as though such change in the Code or the U.S. Treasury Regulations promulgated thereunder had not occurred.

166

(iii) To the extent that a Pre-Closing Taxable Period of the Company has been audited by the IRS and the IRS did not conclude that the Company failed to qualify as a life insurance company under section 816(a) of the Code at such time and the IRS does not thereafter conclude that the Company is not a life insurance company for such taxable period, then an indemnity claim by the Acquiror Indemnified Parties for Taxes (and lost Tax benefits) resulting from an adjustment to the Insurance Tax Reserves of the Company in a Post-Closing Taxable Period that results from the IRS concluding that the Company was not a life insurance company in such audited Pre-Closing Taxable Period shall not be subject to the indemnity provided under Section 8.07(b)(i)(B) but shall be subject to the indemnity provided under Section 8.07(a)(i)(B) for taxable periods ending on or before December 31, 2013.

(iv) Except as provided in Section 8.07(b)(iii), to the extent a claim for indemnity pursuant to this Section 8.07(b) could also be subject to the provisions of Section 8.07(a)(i), the Seller’s indemnity obligation shall be determined in accordance with Section 8.07(b) and shall not be subject to the limitations on indemnity set forth in Section 8.07(a).

(v) For purposes of calculating the amount of an indemnity required to be paid pursuant to this provision, the provisions of Section 8.07(f) shall apply.

(vi) The indemnification provided in this Section 8.07(b) shall survive until the date that is sixty (60) days after the expiration of all relevant periods of limitation, including with respect to any Post-Closing Taxable Period subject to the indemnification under Section 8.07(b)(i)(B).

(c) (i) The Seller shall indemnify, defend and hold harmless the Acquiror Indemnified Parties from and against, and reimburse the Acquiror Indemnified Parties for:

(A)

all Losses and other amounts relating to or resulting from all claims, Determinations, Tax Controversies, Actions (whether current or pending), investigations, or other proceedings that have been asserted or commenced against the Company or any Transferred Subsidiary on or prior to the Closing Date by or on behalf of a holder, beneficial owner or beneficiary of a Pre-Closing Contract or by a Governmental Authority regarding the failure of any Pre-Closing Contract to provide to a holder, beneficial owner, or beneficiary of such contract a Tax benefit relating to such contract that was set forth in the Company’s or a Transferred Subsidiary’s marketing materials for such contract or was otherwise promised in writing by the Company or a Transferred Subsidiary with respect to such contract (including with respect to payments made or received on such contract), and (2) all reasonable out of pocket external expenses, fees, and costs, including any return of premium or change in benefit, costs incurred to create substitute forms, or Taxes (including any death, estate or inheritance taxes and any amounts paid in the form of a

167

gross-up for Taxes), toll charges or other similar amounts paid to a Governmental Authority or to the holder, beneficial owner or beneficiary of any such contract, incurred by the Company or any Transferred Subsidiary to correct, amend or take any other action needed so as to cause all Pre-Closing Contracts subject to a Pre-Closing Product Claim and, to the extent permitted under Section 8.07(c)(ii) all Pre-Closing Contracts that are substantially similar to the terms of the contracts that gave rise to the Pre-Closing Product Claim (a “Pre-Closing Product Claim”);

(B)

Other than with respect to a Pre-Closing Product Claim (1) all Losses and other amounts that are required to be paid to a holder, beneficial owner or beneficiary of a Pre-Closing Contract or to a Governmental Authority based on a Determination, a settlement or other conclusion of a claim brought by a holder, beneficial owner, or beneficiary of a Pre-Closing Contract or by a Governmental Authority regarding the failure of any Pre-Closing Contract to provide to a holder, beneficial owner, or beneficiary of such contract a Tax benefit relating to such contract that was set forth in the Company’s or a Transferred Subsidiary’s marketing materials for such contract or was otherwise promised in writing by the Company or a Transferred Subsidiary with respect to such contract (including with respect to payments made or received on such contract), and (2) all reasonable out of pocket external expenses, fees, and costs, including any return of premium or change in benefit, costs incurred to create substitute forms, or Taxes (including any death, estate or inheritance taxes and any amounts paid in the form of a gross-up for Taxes), toll charges or other similar amounts paid to a Governmental Authority or to the holder, beneficial owner or beneficiary of any such contract, incurred by the Company or any Transferred Subsidiary to correct, amend or take any other action needed so as to cause all Pre-Closing Contracts subject to indemnity under clause (B)(1) above, and, to the extent permitted under Section 8.07(c)(ii) all Pre-Closing Contracts that are substantially similar to the terms of the contracts that gave rise to the Post-Closing Product Claim (a “Post-Closing Product Claim”) (collectively, clauses (B)(1) and (B)(2), the “Costs”),

provided, however, that the Acquiror, the Company and the Transferred Subsidiaries shall in good faith attempt to use internal resources before incurring external fees or costs and there shall be excluded from the term Costs with respect to a Post-Closing Product Claim, (y) Costs in respect of Pre-Closing Contracts with respect to which the issue or deficiency relating to the contracts that gave rise to a Post-Closing Product Claim was determined to not exist as of the Closing Date by the court or Governmental Authority presiding over the controversy that gave rise to such claim and (z) Costs in respect of products that are noncompliant due solely to (A) changes in (1) Tax Law or (2) published

168

Tax Authority interpretations thereof, in either case, occurring after the Closing Date with prospective effect, or (B) the Acquiror, the Company or the Transferred Subsidiaries disclosing or informing a holder, beneficial owner, beneficiary or a Governmental Authority of the failure of a Pre-Closing Contract to provide to its holder, beneficial owner, or beneficiary Tax benefits that would give rise to a claim for indemnity under this Section 8.07(c)(i), (other than any such action that is permitted under Section 8.07(c)(ii)) or if such information is required to be provided by a Governmental Authority.

(ii) To the extent that there is a successful claim by the Acquiror Indemnified Parties for indemnity with regard to either a Pre-Closing Product Claim or a Post-Closing Product Claim and the resolution of such claim was pursuant to a decision by a judicial authority, Governmental Authority or contractual settlement that, in each case, is not the subject of a right to non-disclosure by contract or applicable Law, if the Acquiror so requests, the Acquiror and the Parent shall cause the Company or relevant Transferred Subsidiary to seek a determination from a relevant Governmental Authority as to whether Pre-Closing Contracts that are substantially similar to the contract for which there was a successful claim for indemnity pursuant Section 8.07(c)(i)(A) or (B) above also fail to provide to the holders, beneficial owners, or beneficiaries of such contracts the Tax benefits that gave rise to the related Pre-Closing Product Claim or Post-Closing Product Claim. The parties shall use commercially reasonable efforts (to the extent permitted by Law) to provide for limitations with respect to any disclosure of (1) any contractual settlement and (2) any court proceeding or court settlement, in each case, involving a claim that may affect a claim for indemnity under Section 8.07(c). The process for seeking this determination shall be treated as a matter that is subject to the provisions of Section 8.03(b)(iii). The determination provided by such Governmental Authority shall be binding on the Seller, the Acquiror and Parent and the Company and Transferred Subsidiaries shall take all actions necessary so as to comply with the determination provided by the Governmental Authority without objection from Parent or Seller and without prejudice to the Acquiror Indemnified Parties rights under this Agreement (including under Section 8.07(c) above).

(iii) In the event a claim for indemnity is brought under Section 8.07(c)(i)(B) that is not settled or concluded prior to December 31, 2013, the parties agree that with respect to the Costs described in clause (B)(1) of such term, the Seller shall only be liable for the portion of such Costs that are allocable to the periods ending on before December 31, 2013. The parties will attempt to allocate such Costs between the periods ending on or before December 31, 2013 and the period beginning on January 1, 2014 by determining the amount of such Costs that would have been due had such claim been settled or concluded as of December 31, 2013 (assuming such claim would have been settled or concluded in the same manner and based upon the same facts and circumstances as existed when the claim was actually settled or concluded at the actual later date (provided facts and circumstances relating to build-up in policy value and future death benefits accumulating after December 31, 2013, shall not be taken into account)). The parties agree if a Cost described in clause (B)(1) for such indemnity claim cannot be allocated pursuant to the forgoing sentence, the amount of such Costs that will be allocated to the Seller shall be determined by multiplying the total amount of such

169

Costs by a fraction with a numerator equal to the total amount of premium paid on such contract (or contracts) prior to December 31, 2013 and a denominator equal to the total amount of premium paid on such contract (or contracts) through the date of settlement or final judgment (such total amounts reduced to take into account any forgiveness or cancellation of premium with respect to such contract and to take into account any premiums that will not be paid due to such contract being surrendered, cancelled or otherwise terminated that would otherwise have been included in such amount) prior to the date of settlement or time of judgment.

(iv) With respect to any matter for which a claim for indemnity under Section 8.07(c)(i) may be brought, the defense of the claim, investigation, Action, Audit, or Tax Controversy relating to such matter shall be subject to Section 8.03(b)(iii).

(v) Claims for indemnity under this Section 8.07(c) are required to be made on or prior to December 31, 2020, provided, that for purposes of this Agreement the parties agree that any claim for indemnity for Pre-Closing Product Claims will be treated as brought on the Closing Date.

(vi) For the avoidance of doubt, the parties agree that the determination of whether Pre-Closing Contracts are substantially similar shall not take into account the fact that such contracts are held, owned, involve or are for the benefit of different parties.

(d) Seller shall indemnify, defend and hold the Acquiror Indemnified Parties harmless against all withholding Taxes imposed pursuant to sections 871, 881, 1441, 1442 and 1461 of the Code on Covered Payments as defined in the Withholding Tax Closing Agreement for all periods ending on or prior to December 31, 2013, except to the extent such Taxes are imposed as a result of the Withholding Tax Closing Agreement being terminated or held to be invalid due to actions taken by the Acquiror or the Company after the Closing Date.

(e) Other than with respect to a breach of a covenant (except for a breach of the covenant in Section 8.02(b)(iii)(z) with respect to the truthfulness and correctness of the Tax Returns), which shall be subject to Section 8.01, the indemnities provided in Sections 8.07(a)-(d) shall be the exclusive indemnity and remedy with respect to the Company’s and Transferred Subsidiary’s Insurance Tax Reserves, the life company qualification for U.S. federal income tax purposes of the Company, the failure of Pre-Closing Contracts to provide Tax benefits to holders, beneficial owners or beneficiaries thereof, and withholding taxes imposed on Covered Payments under section 871, 881, 1441, 1442 and 1461 of the Code (collectively, the “Covered Matters”), and there will be no additional indemnity or remedy with respect to such matters under this Agreement; provided, however, that (i) a claim for indemnity under Article XI may be brought with respect to a breach of any representation concerning product qualification (other than with respect to a breach of a representation in Section 3.20), and (ii) that the procedural and related aspects of Section 8.01 shall continue to apply to these matters.

(f) (i) General. The amount of any indemnity payable under this Article VIII shall be determined on an “after-tax basis.” For purposes of determining an indemnity payment under this Agreement that is to be determined on an “after-tax basis,” the amount of any Loss, Tax or other amount that is incurred or suffered by an indemnitee (the “Loss Amount”) as a

170

result of an Indemnity Event shall be adjusted so as to reflect the aggregate Tax benefits and Tax detriments (as determined in accordance with Section 8.07(f)(ii) below) (collectively, the “Tax Adjustments”) to the indemnitee and its Affiliates resulting from the Indemnity Event that gave rise to such Loss Amount, so that after taking into account such Tax Adjustments the indemnitee receives an indemnity payment under this Agreement in an amount reasonably anticipated to place the indemnitee and its Affiliates in the same economic position with respect to Taxes that they would have occupied had the indemnitee not suffered or incurred the Loss Amount; provided, that in no event shall the net amount of the indemnity payment made with respect to an Indemnity Event (including all adjustments made with respect to, or relating to, such Indemnity Event) under this Agreement at any time be reduced below zero (0) as a result of the Tax Adjustments. An “Indemnity Event” shall mean (x) the specific item, event, circumstance, failure to act or other situation that gave rise to the claim for indemnity, and (y) the receipt or accrual of the indemnity payment. Once finally determined in accordance with the provisions of this Section 8.07(f), the Tax Adjustments with respect to an Indemnity Event (including all related adjustments made with respect to such event) shall not be redetermined based on the failure of any of the assumptions or projections used in determining such Tax Adjustments actually to come to pass.

(ii) Assumptions and Projections. The Tax benefits and Tax detriments resulting from the occurrence of an Indemnity Event shall take into account (1) the current and prior Tax benefits and Tax detriments, and (2) the present value of all reasonably anticipated future Tax benefits and Tax detriments, to an indemnitee, any Affiliate of the indemnitee to the extent such Affiliate realizes or is reasonably anticipated to realize a Tax benefit or Tax detriment as result of the Indemnity Event, and any Tax benefits or Tax detriments resulting from an Indemnity Event that are realized or reasonably anticipated to be realized by any consolidated, combined, unitary or other Tax group of which the indemnitee or Affiliate is a member at the relevant time, subject to all limitations or restrictions that may be imposed by Law on such realization. In calculating the future Tax benefits and future Tax detriments resulting from an Indemnity Event, such Tax benefits and Tax detriments shall be projected until such time as no material Tax benefits or Tax detriments are expected to remain. Such calculation shall use and be based upon (A) the assumptions and projections used for purposes of preparing the indemnitee’s and its Affiliates’ business projections actually used by such Persons in conducting their business, (B) for periods, if any, not covered by (A), the assumptions and projections used for purposes of preparing the indemnitee’s and its Affiliates’ cashflow testing analyses contained in actuarial memoranda prepared in support of such entities’ regulatory financial statements for the relevant periods, and (C) for periods, if any, not covered by (A) or (B), the indemnitee’s and its Affiliates’ good faith estimates using, to the extent relevant, reasonable extrapolations of the assumptions, projections and methodologies employed in (A) and (B) (the “Assumed Financial Projections”). The Tax benefits and Tax detriments over the period covered by the Assumed Financial Projections plus any relevant prior periods shall be determined by comparing (Y) the amount of Taxes that the indemnitee, any relevant Affiliate and any relevant consolidated, combined, unitary or other Tax group would have paid and would have been reasonably anticipated to pay in the absence of the occurrence of the Indemnity Event to (Z) the amount of Taxes that the indemnitee, any relevant Affiliate and any relevant consolidated, combined, unitary or other Tax group would have paid and are

171

reasonably anticipated to pay taking into account the Indemnity Event. The present value shall be based on a discount rate determined at the time the indemnity payment is due, equal to the indemnitee’s normal borrowing rate at such time for senior debt having a term that most nearly corresponds to the weighted average time over which the relevant Tax benefits and Tax detriments are reasonably anticipated to be realized. The future projections of Tax benefits and Tax detriments shall be based on the application of the highest applicable income tax rates (including federal, state, local and any other applicable rates) in effect in the relevant jurisdiction for the relevant year that are in effect when the relevant determination is made.

(iii) Dispute Settlement. Unless impractical or otherwise agreed by the parties acting reasonably and in good faith, no less than 60 days prior to the date on which the relevant indemnity payment is otherwise due, the indemnitee shall provide the indemnitor a reasonably detailed calculation of the adjustments required under Section 8.07(f)(i), (the “Indemnitee Adjustments”) and, subject to clause (iv) below, a description of the assumptions and projections used for purposes of such calculations (collectively, the “Tax Benefits & Detriments Notice”). To the extent that, taking into account the provisions of clause (iv) below, the indemnitor disagrees with the indemnitee’s calculation of the adjustments required under Section 8.07(f)(i) included in the Tax Benefits & Detriments Notice, the indemnitor shall provide written notice of its objection (including a reasonably detailed calculation of the adjustments the indemnitor reasonably believes are required under Section 8.07(f)(i)) to the indemnitee no later than forty-five (45) days (plus any extension thereof that is agreed by the parties acting reasonably and in good faith) after receipt of (A) the Tax Benefits & Detriments Notice and (B) all relevant information reasonably requested by the Indemnitor Accounting Firm, if any, within thirty (30) days of the engagement of such firm (the “Review Period”); provided, however, that the Indemnitor Accounting Firm may reasonably request further relevant information after the expiration of such thirty (30) day period but neither such request nor the receipt of information pursuant to such request shall extend the Review Period. To the extent that the parties cannot agree on the amount of the adjustments required under Section 8.07(f)(i), the disputed items shall be submitted to an independent accounting firm mutually agreed by the parties (the “Independent Accounting Firm”). Such firm shall decide as promptly as practicable, but in all events (unless otherwise agreed by the parties, acting reasonably and in good faith) within forty-five (45) days of the time after the indemnitee and the Indemnitor Accounting Firm have presented their final positions regarding the amount of the adjustments required under Section 8.07(f)(i), whether the position of the indemnitee or the indemnitor is more correct. The cost of the Independent Accounting Firm shall be shared equally between the parties and the determination of such accounting firm shall be binding on the parties. In the event that a court is determining or has determined the Loss Amount and is also determining or has determined the adjustment to such Loss Amount to determine the “after tax basis” of such Loss Amount, then the provisions of Section 8.07(iii) (other than this sentence) and Section 8.07(iv) shall not apply and the adjustment as set forth in a determination by such a court that is final and no longer subject to appeal shall be treated for all purposes of this Section 8.07(f) as an agreement by the parties as to such adjustment.

172

(iv) Information Sharing. The parties shall provide to each other, to the Independent Accounting Firm and to the Indemnitor Accounting Firm (as defined below) all documentation and cooperation (including reasonable access to personnel) that is necessary to timely evaluate the Tax Benefits & Detriments Notice or to resolve any dispute with respect to the calculation of the adjustments required under Section 8.07(f)(i) (including all information that supports the positions taken by each party and all information necessary to establish that the assumptions and projections have followed the requirements of this Section 8.07(f)); provided, however, that to the extent such information is non-public information regarding the indemnitee or any of its Affiliates (the “Restricted Information”), the indemnitee and any relevant Affiliate thereof shall not be required to provide such information to the indemnitor under this Section 8.07(f), but shall be required to provide such information for review to Deloitte and Touche LLP, or if Deloitte and Touche LLP is unwilling or unable to serve, to another independent accounting firm appointed by the indemnitor and reasonably acceptable to the indemnitee, acting on behalf of the indemnitor (the “Indemnitor Accounting Firm”). The Indemnitor Accounting Firm shall not disclose the Restricted Information to the indemnitor and shall enter into a customary confidentiality agreement with the indemnitee to such effect; provided, however, that the Indemnitor Accounting Firm shall be permitted to disclose to the indemnitor whether the calculation of the adjustments required under Section 8.07(f)(i) and the assumptions and projections reflected in the Tax Benefits & Detriments Notice have been made in the manner required by this Section 8.07(f) and the general reasons for such determination. The Indemnitor Accounting Firm shall be permitted to disclose any information to the Independent Accounting Firm for purposes of performing the calculation of the adjustments required under Section 8.07(f)(i) or settling any dispute under Section 8.07(f)(iii) (it being understood that, unless agreed by the indemnitee, the Independent Accounting Firm shall not disclose to the indemnitor the Restricted Information, and the Independent Accounting Firm shall enter into a customary confidentiality agreement with the indemnitee to this effect).

(v) Payment. The parties agree that any amount payable by an indemnitor pursuant to this Agreement, that is to be paid on an after-tax basis, shall be paid when the indemnity payment is otherwise due under the terms of this Agreement (the “Due Date”), except that if, on the Due Date, the parties have not agreed on the adjustments required under Section 8.07(f), the indemnitor shall be required to pay to the indemnitee on the Due Date the Loss Amount as adjusted to reflect the amount of adjustments the parties have then agreed upon acting reasonably and in good faith, and the indemnitor shall deposit the positive difference, if any, between (A) the Loss Amount as adjusted for the Indemnitee Adjustments less such paid amount and (B) the amount of any Available Escrow Amount or Tax Account (such positive difference, if any, the “Remainder Amount”) in a separate escrow account (the “Separate Escrow Account”) established for the benefit of the indemnitee with terms and conditions substantially similar to the Indemnification Collateral Account Security and Control Agreement. Upon the settlement of a dispute by the parties or a decision being rendered by an Independent Accounting Firm, there shall be distributed to the indemnitee from the Indemnification Collateral Account and, to the extent relevant, the Separate Escrow Account , the amount needed to reflect such settlement or decision no later than four (4) days after such

173

settlement or decision (together with any earnings on the released amounts so distributed that accrued during the time such released amounts were deposited in the escrow), and all remaining amounts thereafter, if any, shall be paid back to the indemnitor or remain in the Indemnification Collateral Account or Tax Account, as applicable.

(g) Unless otherwise required by a change in Law with prospective effect, a Determination, or unless mutually agreed upon by Parent and the Acquiror (including any changes set forth in Section 6.01(z)(xix) of the Seller Disclosure Letter), in computing the Insurance Tax Reserves for taxable periods beginning on or after January 1, 2009 and ending on or before the Closing Date, the Company and the Transferred Subsidiaries will use reserve methodologies and determinations that are similar in all material respects to the reserve methodologies and determinations used in determining the Company’s and the Transferred Subsidiary’s Insurance Tax Reserves for the taxable period ending on December 31, 2008 and none of Parent, Seller or Acquiror shall (or shall cause) any positions contrary or inconsistent with this concept to be taken; provided, however, that the Acquiror, Parent, the Seller, the Company and the Transferred Subsidiaries shall have the right to adjust the Insurance Tax Reserves of the Company and the Transferred Subsidiaries to the extent such adjustments relate solely to the correction of immaterial mathematical or posting errors or result from the Japanese Contingency Reserve Matter.

(h) Notwithstanding any provision to the contrary, the rights of the Acquiror Indemnified Parties under this Agreement (including with respect to indemnity) shall not be prejudiced or adversely affected by any Acquiror Indemnified Party taking any action that is permitted pursuant to the terms of this Agreement, and the Acquiror Indemnified Parties shall not be required to take any action to mitigate its damages under this Article VIII to the extent such actions are not permitted under this Article VIII.

ARTICLE IX

CONDITIONS TO CLOSING

Section 9.01. Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a) No Governmental Order. Subject to Section 9.01(b), there shall be no Law or Governmental Order enacted, issued, promulgated, enforced or entered that, in each case, enjoins or prohibits the consummation of the transactions contemplated by this Agreement or makes illegal the consummation of the transactions contemplated by this Agreement unless such Law or Governmental Order is vacated, terminated or withdrawn.

(b) Approvals of Governmental Authorities. The Governmental Approvals listed on Section 9.01(b) of the Seller Disclosure Letter shall have been obtained (or any waiting period shall have been terminated or shall have expired) and shall be in full force and effect without the imposition of any Negative Condition or Restriction. The waiting period (and any extension of such period) under the HSR Act shall have expired or shall have been terminated.

174

Section 9.02. Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver in writing, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties; Covenants. (i) The representations and warranties of the Acquiror contained in this Agreement (other than Section 5.01, Section 5.02, and Section 5.03) (in each case, only to the extent applicable to the Acquiror) shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Acquiror Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, or would not reasonably be expected to have, an Acquiror Material Adverse Effect; (ii) Section 5.01, Section 5.02 and Section 5.03 (in each case, only to the extent applicable to the Acquiror) shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) in all respects; (iii) all of the obligations of the Acquiror to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in all material respects; and (iv) the Seller shall have received a certificate dated the Closing Date of the Acquiror signed by a duly authorized executive officer of the Acquiror certifying that the conditions specified in clauses (i), (ii) and (iii) of this Section 9.02(a) have been waived or satisfied.

(b) Ancillary Agreements. The Acquiror shall have executed and delivered each of the Ancillary Agreements to which it is a party and shall have caused each applicable Affiliate of the Acquiror to execute and deliver each of the Ancillary Agreements to which such Affiliate of the Acquiror is a party, and each other party to any Equity Units Document shall have executed and delivered such Equity Units Document.

(c) Legal Opinion. The Seller shall have received the opinion of Xxxxx & XxXxxxx LLP, outside counsel to the Acquiror, substantially in the form of Exhibit H.

(d) No Acquiror Material Adverse Effect. Since the date hereof, there shall have been no Acquiror Material Adverse Effect.

Section 9.03. Conditions to Obligations of the Acquiror. The obligations of the Acquiror to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver in writing, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties; Covenants. (i) The representations and warranties of the Parent and the Seller contained in this Agreement (other than Section 3.01, Section 3.02, Section 3.03(a) and (b), and Section 3.04(a) (in each case, only to the extent applicable to the Seller and the Company) and Section 4.01, Section 4.02 and Section 4.03(a) (in each case, only to the extent applicable to the Parent)) shall have been true and correct as of the

175

date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Company Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, or would not reasonably be expected to have, a Company Material Adverse Effect; (ii) Section 3.01, Section 3.02, Section 3.03(a) and (b), and Section 3.04(a) (in each case, only to the extent applicable to the Seller and the Company) and Section 4.01, Section 4.02 and Section 4.03(a) (in each case, only to the extent applicable to the Parent) shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) in all respects; (iii) all of the obligations of the Seller and the Parent to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in all material respects; and (iv) the Acquiror shall have received a certificate dated the Closing Date of the Seller signed by a duly authorized executive officer of the Seller certifying that the conditions specified in clauses (i), (ii) and (iii) of this Section 9.03(a) have been waived or satisfied.

(b) Ancillary Agreements. The Seller shall have executed and delivered each of the Ancillary Agreements to which it is a party and shall have caused each applicable Affiliate of the Seller to execute and deliver each of the Ancillary Agreements to which such Affiliate is a party.

(d) Risk-Based Capital. The Acquiror shall have received a certificate dated as of the Closing Date signed by a duly authorized executive officer of the Seller certifying that the Estimated Total Adjusted Capital equals or exceeds 400% of the Estimated Company Risk-Based Capital and that such Estimated Total Adjusted Capital and Estimated Company Risk-Based Capital have been estimated in good faith in accordance with the Risk-Based Capital Calculation Methodology.

(e) [Reserved].

(f) Collateral Account Funds. The Acquiror shall have received the opinion of Xxxxxxxx & Xxxxxxxx LLP, outside counsel to the Seller, substantially in the form of Exhibit J.

ARTICLE X

TERMINATION

Section 10.01. Termination. This Agreement may be terminated prior to the Closing:

(a) by the mutual written consent of the Seller and the Acquiror;

176

(b) by either the Seller or the Acquiror if the Closing has not occurred on or before January 10, 2011; provided, however, that if the sole reason that the Closing has not occurred is that one or more of the approvals of the Governmental Authorities required pursuant to Section 9.01(b) have not been obtained on or prior to such date, such date may be extended by either such party to a date not beyond July 10, 2011 (either such date, the “End Date”); and provided, further, that the right to terminate this Agreement under this Section 10.01(b) shall not be available to the Acquiror or the Seller, as the case may be, if such party (and, in the case of the Seller, the Parent) has failed to take any action required to fulfill any of such party’s (and, in the case of the Seller, the Parent’s) obligations under this Agreement, which failure has caused or resulted in the failure of the Closing to occur prior to such date;

(c) by either the Seller or the Acquiror in the event of (i) the issuance of a final, non-appealable Governmental Order restraining or prohibiting the consummation of the transactions contemplated by this Agreement or (ii) in the event that any Law has been enacted, promulgated or issued, or deemed applicable to the transactions contemplated by this Agreement, by any Governmental Authority that restrains, enjoins or prohibits the transactions contemplated by this Agreement or that would make the consummation of the transactions contemplated hereby illegal, except, in the case of either (i) or (ii), for any Governmental Order or Law issued, enacted, promulgated, or deemed applicable by a Governmental Authority whose Governmental Approval is not required to be obtained to satisfy Section 9.01(b);

(d) by the Acquiror (but only so long as the Acquiror is not in material breach of its obligations under this Agreement) if there has been a material breach of any representation or warranty, covenant or agreement of the Seller or the Parent, such that one or more of the conditions to Closing set forth in Section 9.01 and Section 9.03 are not capable of being fulfilled prior to the End Date or if such breach is capable of being cured prior to the End Date but is not so cured within 60 days following the Acquiror providing written notice of such breach to the Seller; or

(e) by the Seller (but only so long as the Seller and the Parent are not in material breach of any of their respective obligations under this Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the Acquiror such that one or more of the conditions to Closing set forth in Section 9.01 and Section 9.02 are not capable of being fulfilled prior to the End Date or if such breach is capable of being cured prior to the End Date but is not so cured within 60 days following the Seller providing written notice of such breach to the Acquiror.

Section 10.02. Notice of Termination. Any party hereto desiring to terminate this Agreement pursuant to Section 10.01 shall give written notice of such termination to the other party hereto.

Section 10.03. Termination Upon Bankruptcy or Insolvency Proceedings. This Agreement shall terminate automatically without the requirement of any action or notice by any party upon a Parent Bankruptcy prior to the Closing or the occurrence of any such event by or against the Seller or the Company prior to the Closing.

177

Section 10.04. Effect of Termination. In the event of the termination of this Agreement as provided in Section 10.01 or Section 10.03, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, except as set forth in Section 6.05, Section 12.01, Section 12.03, Section 12.10, Section 12.11 and this Section 10.04; provided, however, that nothing in this Agreement shall relieve any party hereto from liability for any intentional or fraudulent breach of this Agreement.

ARTICLE XI

INDEMNIFICATION

Section 11.01. Survival.

(a) Except as otherwise provided in Article VIII, the representations and warranties of the parties hereto contained in or made pursuant to this Agreement or any certificate contemplated to be delivered pursuant hereto shall survive in full force and effect until the date that is 21 months after the Closing Date (the “Survival Period”), at which time they shall terminate (and no claims shall be made for indemnification under Section 11.02 or Section 11.03 thereafter), except: (i) the Seller Fundamental Representations, the Parent Fundamental Representations and the Acquiror Fundamental Representations shall survive the Closing indefinitely; (ii) the representations and warranties made in this Agreement with respect to Tax matters shall be subject to Section 8.05 of this Agreement; and (iii) the covenants and agreements of the parties hereto contained in or made pursuant to this Agreement or any certificate contemplated to be delivered pursuant hereto shall survive the Closing indefinitely.

(b) Neither the applicable survival period nor the right to indemnification or other remedy based upon the representations, warranties, covenants and agreements of the parties in this Agreement will be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or other remedy based on such representations, warranties, covenants or agreements.

Section 11.02. Indemnification by the Seller.

(a) From and after the Closing and subject to this Article XI, the Seller shall indemnify, defend and hold harmless the Acquiror, its Affiliates (including the Company and the Transferred Subsidiaries) and its and their respective Representatives (collectively, the “Acquiror Indemnified Parties”) from and against, and reimburse any Acquiror Indemnified Party for, all Losses that such Acquiror Indemnified Party may at any time suffer or incur as a result of, arising out of, relating to or in connection with:

(i) any inaccuracy or breach of any representation or warranty made by the Parent or the Seller in this Agreement or the certificates required to be delivered pursuant to Section 9.03(a);

178

(ii) any breach or failure by the Parent, the Seller or any of their respective Affiliates to perform any of their respective covenants, obligations or agreements contained in this Agreement;

(iii) the Covered PAB/PRF Matter, excluding Losses that result from guarantee payments required to be made in order to meet the obligations of the PRF (the “PRF Guarantee Losses”); and the PRF Guarantee Losses, only to the extent of any such Losses in excess of 106,000,000 Great Britain Pounds Sterling (the “PAB/PRF Reserve”); provided, however, that in the event the PAB/PRF Reserve exceeds the amount of the PRF Guarantee Losses, the Acquiror shall cause the Company to pay the amount of such excess to the Seller in cash by September 1, 2012;

(iv) the Covered Argentina Credit Life Matter; provided, that if (x) a reserve is established or increased in respect of the Covered Argentina Credit Life Matter between the date hereof and the Closing Date (the “Argentina Reserve”), and (y) the RBC Deficit pursuant to Section 2.09(a)(i) is greater than zero, then the Covered Argentina Credit Life Matter to the extent of any Losses in excess of the lesser of (a) the amount of the Argentina Reserve and (b) the amount of the RBC Deficit pursuant to Section 2.09(a)(i); provided, however, the aggregate amount of the reduction of the indemnification obligations of the Seller under clauses (iv), (v) and (vi) of this Section 11.02(a) shall not exceed the RBC Deficit pursuant to Section 2.09(a)(i); provided, further, that any such reduction shall be allocated to the indemnification obligations under clauses (iv), (v) and (vi) in proportion to the relative amounts of the Argentina Reserve (if any), the Italy Reserve Increase (if any) and the Japan Reserve Increase (if any), as applicable;

(v) the Covered Italian Unit Linked Matter to the extent of any Losses in excess of the lesser of (1) €500,000 (the “Initial Italy Reserve”) and (2) the total amount reserved for the Covered Italian Unit Linked Matter in the Final Closing Balance Sheet; provided, that if (x) the Initial Italy Reserve is increased between the date hereof and the Closing Date (the aggregate amount of all such reserve increases from the date hereof, the “Italy Reserve Increase”), and (y) the RBC Deficit pursuant to Section 2.09(a)(i) is greater than zero, then the Covered Italian Unit Linked Matter to the extent of any Losses in excess of the sum of (A) the Initial Italy Reserve plus (B) the lesser of (1) the Italy Reserve Increase and (2) the amount of the RBC Deficit pursuant to Section 2.09(a)(i); provided, however, the aggregate amount of the reduction of the indemnification obligations of the Seller under clauses (iv), (v) and (vi) of this Section 11.02(a) shall not exceed the RBC Deficit pursuant to Section 2.09(a)(i); provided, further, that any such reduction shall be allocated to the indemnification obligations under clauses (iv), (v) and (vi) in proportion to the relative amounts of the Argentina Reserve (if any), the Italy Reserve Increase (if any) and the Japan Reserve Increase (if any), as applicable;

(vi) the Covered Japan Privacy Breach Matter to the extent of any Losses in excess of the lesser of (1) $58,000,000 (the “Initial Japan Reserve”) and (2) the total amount reserved for the Covered Japan Privacy Breach Matter in the Final Closing Balance Sheet; provided, that if (x) the Initial Japan Privacy Breach Matter Reserve is

179

increased between the date hereof and the Closing Date (the aggregate amount of all such reserve increases from the date hereof, the “Japan Reserve Increase”), and (y) the RBC Deficit pursuant to Section 2.09(a)(i) is greater than zero, then the Covered Japan Privacy Breach Matter to the extent of any Losses in excess of the sum of (A) the Initial Japan Reserve plus (B) the lesser of (1) the Japan Reserve Increase and (2) the amount of the RBC Deficit pursuant to Section 2.09(a)(i); provided, however, the aggregate amount of the reduction of the indemnification obligations of the Seller under clauses (iv), (v) and (vi) of this Section 11.02(a) shall not exceed the RBC Deficit pursuant to Section 2.09(a)(i); provided, further, that any such reduction shall be allocated to the indemnification obligations under clauses (iv), (v) and (vi) in proportion to the relative amounts of the Argentina Reserve (if any), the Italy Reserve Increase (if any) and the Japan Reserve Increase (if any), as applicable;

(vii) the recapture, termination or demand for the immediate withdrawal of the portfolio within 366 days following the Closing Date by the Designated Reinsurer of the Designated Reinsurance Agreements pursuant to any of (i) Article 16(2)(d) of the Designated Reinsurance Agreements, (ii) Article 18(3) of the First Designated Reinsurance Agreement (but only with respect to the circumstances described in Article 16(2)(d) thereof) or (iii) Article 17(3) of the Second Designated Reinsurance Agreement (but only with respect to the circumstances described in Article 16(2)(d) thereof) as a result of or in connection with the consummation of the transactions contemplated by this Agreement or the SPV Purchase Agreement, but such Losses shall not exceed (a) with respect to the First Designated Reinsurance Agreement, the sum of (A) the product of 0.85 multiplied by 3,000,000,000 Japanese yen plus (B) the product of 0.85 multiplied by the Accumulated Net Balance (as defined in the First Designated Reinsurance Agreement), as of the effective date of such recapture, termination or immediate withdrawal of the portfolio, less the amount of any payment made by the Designated Reinsurer to the Company in respect of such recapture, termination or immediate withdrawal of the portfolio; and (b) with respect to the Second Designated Reinsurance Agreement, 213,468,000 Japanese yen, less the amount of any payment made by the Designated Reinsurer to the Company in respect of such recapture, termination or immediate withdrawal of the portfolio (it being understood that, notwithstanding anything in Section 11.08 to the contrary, the Acquiror shall be permitted, in its sole discretion, to provide written notice to the Designated Reinsurer of the consummation of the transactions contemplated by this Agreement and the SPV Purchase Agreement and a summary of any rights that the Designated Reinsurer may have in connection therewith under the First Designated Reinsurance Agreement and the Second Designated Reinsurance Agreement at any time on or following the Closing Date);

(viii) any limitation, suspension or termination by a Governmental Authority which is in effect on the date that is six months after the Closing Date of the ability of (A) the Company or a Transferred Subsidiary to (1) write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries in the applicable jurisdiction in which the Company or such Transferred Subsidiary conducts its business (such jurisdiction, the “Applicable Jurisdiction”), without a limitation, suspension or termination by a Governmental Authority of the ability of the Company or such Transferred Subsidiary to administer and

180

collect premiums with respect to its existing in-force block of business, in which event, Losses with respect to this subclause (A)(1) shall be equal to the amount indicated as “NB” on the Schedule of Designated Amounts, (2) administer and collect premiums with respect to its existing in-force block of business, without a limitation, suspension or termination by a Governmental Authority on the Company’s or such Transferred Subsidiary’s ability to write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries in the Applicable Jurisdiction, in which event, Losses with respect to this subclause (A)(2) shall be equal to the amount indicated as “EB” on the Schedule of Designated Amounts, or (3) write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries in the Applicable Jurisdiction, and administer and collect premiums with respect to its existing in-force block of business, in which event, Losses with respect to this subclause (A)(3) shall be equal to the amount indicated as “NB/EB” on the Schedule of Designated Amounts, or (B)(1) the Company or a Transferred Subsidiary to write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries, in the Applicable Jurisdiction and administer and collect premiums with respect to its existing in-force block of business and (2) the Acquiror to take title to and ownership of its pro rata share of the assets to the extent of capital and surplus of the Company or such Transferred Subsidiary, or the Capital Stock held directly or indirectly by the Company in, such Transferred Subsidiary, free and clear of all Liens (other than, with respect to such assets, but not Capital Stock, Permitted Liens), in which event, Losses with respect to this subclause (B) shall be equal to the amount indicated as “Grand Total” on the Schedule of Designated Amounts, in each of the cases of subclauses (A) and (B), as a result of (I) the failure of the Acquiror and its Affiliates to obtain any Governmental Approvals required by applicable Law in connection with the transactions contemplated by the Transaction Agreements or (II) the failure of any Permit to be in full force and effect at the time of the Closing or as a result of the consummation of the transactions contemplated by the Transaction Agreements and any fines or penalties imposed on the Acquiror or any of its Affiliates by any Governmental Authority as a result of or in connection with the matters set forth in either (I) or (II); provided, however, that the Acquiror shall pay to the Seller any net proceeds it or its Affiliates receive from any sale or other disposition of all or a portion of the Capital Stock of such Transferred Subsidiary or assets of the Company or such Transferred Subsidiary other than in the Ordinary Course of Business up to the applicable amount set forth on the Schedule of Designated Amounts paid by the Seller to the Acquiror pursuant to this Section 11.02(a)(viii); and

(ix) the sale, divestiture or other disposition by the Company or any Transferred Subsidiary of the Capital Stock held by it in any of the Joint Ventures set forth on Section 11.02(a)(ix) of the Seller Disclosure Letter to any Person (other than the Company or any Transferred Subsidiary) after the date hereof or pursuant to any process commenced six months following the Closing Date, pursuant to any call right, right of first refusal or other similar rights available to such Person under the terms and conditions of the applicable Joint Venture Agreement, in connection with the consummation of the transactions contemplated by this Agreement, in which event, Losses with respect to this Section 11.02(a)(ix) shall be equal to the amount indicated,

181

with respect to each Joint Venture, as “Grand Total” on the Schedule of Designated Amounts; provided, however, that the Acquiror shall pay to the Seller any net proceeds received by the Company or any Transferred Subsidiary from any Person (other than the Company or any Transferred Subsidiary) with respect to, or as a result of, any such process, call right, right of first refusal or other similar rights available to such Person under the terms and conditions of the applicable Joint Venture Agreement, as amended or supplemented, or from the sale or other disposition of all or a portion of the Capital Stock or, other than in the Ordinary Course of Business, assets of the applicable Joint Venture up to the applicable amount set forth on the Schedule of Designated Amounts paid by the Seller to the Acquiror pursuant to this Section 11.02(a)(ix).

(b) Notwithstanding anything to the contrary contained herein, the Seller shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 11.02(a)(i) (other than Losses arising out of the inaccuracy or breach of any Seller Fundamental Representations or the Parent Fundamental Representations) (such Losses pursuant to Section 11.02(a)(i), other than Losses arising out of the inaccuracy or breach of any Seller Fundamental Representations and the Parent Fundamental Representations, being referred to as the “Capped Losses”): (i) with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Losses in excess of $87,500 (nor shall any such claim or series of related claims that do not meet the $87,500 threshold be applied to or considered for purposes of calculating the aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Seller has responsibility under clause (ii) of this Section 11.02(b) below); and (ii) until the aggregate amount of the Capped Losses for which the Acquiror Indemnified Parties are entitled to indemnification exceeds $125,000,000, after which the Seller shall be obligated to indemnify and reimburse the Acquiror Indemnified Parties for the aggregate amount of all Capped Losses for which the Acquiror Indemnified Parties are entitled to indemnification under Section 11.02(a)(i) that are in excess of $125,000,000; but only if such Losses arise with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) that involves Losses in excess of $87,500. Notwithstanding anything to the contrary herein, in no event shall the Seller be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, with respect to Capped Losses, the Covered Argentina Credit Life Matter, the Covered Italian Unit Linked Matter, the Covered Japan Privacy Breach Matter and the FCPA Representation, any amount in excess of $2,250,000,000.

(c) Notwithstanding anything in this Article XI to the contrary, in the event that the Seller is obligated to indemnify any Acquiror Indemnified Party pursuant to Section 11(a)(i) for Losses resulting from, arising out of, relating to or in connection with a breach of the representations and warranties set forth in Section 3.31 (the “FCPA Representation”), any such Losses resulting from, arising out of, relating to or in connection with any Action or investigation by a Governmental Authority or any Governmental Order, including any fines or penalties imposed by any Governmental Authority or pursuant to any Governmental Order, shall not be subject to Section 11.02(b)(i) or Section 11.02(b)(ii).

182

Section 11.03. Indemnification by the Acquiror.

(a) From and after the Closing and subject to this Article XI, the Acquiror shall indemnify, defend and hold harmless the Seller, its Affiliates and its and their respective Representatives (collectively, the “Seller Indemnified Parties”) from and against, and reimburse any Seller Indemnified Party for, all Losses that such Seller Indemnified Party may at any time suffer or incur, as a result of, arising out of, relating to or in connection with:

(i) any inaccuracy or breach of any representation or warranty made by the Acquiror in this Agreement or the certificate required to be delivered pursuant to Section 9.02(a); and

(ii) any breach or failure by the Acquiror or any of its Affiliates to perform any of its covenants, obligations or agreements contained in this Agreement.

(b) Notwithstanding anything to the contrary contained herein, the Acquiror shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 11.03(a)(i) (other than Losses arising out of the inaccuracy or breach of any Acquiror Fundamental Representations) (such Losses pursuant to Section 11.03(a)(i), other than Losses arising out of the inaccuracy or breach of any Acquiror Fundamental Representations, being referred to as the “Section 11.03(a)(i) Losses”): (i) with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Losses in excess of $87,500 (nor shall any such claim or series of related claims that do not meet the $87,500 threshold be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which the Acquiror has responsibility under clause (ii) of this Section 11.03(b) below); (ii) until the aggregate amount of the Section 11.03(a)(i) Losses for which the Seller Indemnified Parties are entitled to indemnification exceeds $125,000,000, after which the Acquiror shall be obligated to indemnify and reimburse the Seller Indemnified Parties for the aggregate of all Section 11.03(a)(i) Losses for which the Seller Indemnified Parties are entitled to indemnification under Section 11.03(a)(i) that are in excess of $125,000,000, but only if such Losses arise with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) that involves Losses in excess of $87,500; and (iii) any amount in excess of $2,250,000,000.

Section 11.04. Notification of Claims.

(a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this Article XI, including any pending or threatened claim or demand by a third party that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party whether by litigation, arbitration or otherwise) (each, a “Third Party Claim”), describing in reasonable detail the facts and

183

circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that such failure materially prejudices the defense of such claim by the Indemnifying Party. Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to the Indemnifying Party. The parties agree that (i) in this Article XI they intend to shorten (in the case of the limited survival periods specified in Section 11.01) and lengthen (in the case of the indefinite survival periods specified in Section 11.01) (as the case may be) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 11.01 for such representation or warranty; and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 11.04(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 11.04(a) of a claim for indemnification under this Article XI (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article XI notwithstanding the passing of such applicable date until such time as such claim is fully and finally resolved.

(b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.04(a) in respect of a Third Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within 20 Business Days after the receipt of notice of such Third Party Claim, elect to compromise, settle, defend or appeal such Third Party Claim with its own counsel, contractors and consultants (who shall be reasonably acceptable to the Indemnified Party) and at its own expense and the Indemnified Party shall, and the Parent and the Seller, on the one hand, or the Acquiror, on the other hand (as the case may be), shall cause each of their respective Affiliates and Representatives to, cooperate fully with the Indemnifying Party in the compromise, settlement or appeal of, or defense against, such Third Party Claim; provided that if the Indemnifying Party assumes the compromise, defense, appeal or settlement of such Third Party Claim, (i) the Indemnifying Party shall promptly reimburse the Indemnified Party for reasonable out-of-pocket expenses incurred by the Indemnified Party (such as reasonable travel costs, but not internal time charges) in providing its cooperation and (ii) the Indemnified Party shall be entitled to employ one counsel to represent itself if an actual conflict of interest exists in the reasonable opinion of counsel to the Indemnified Party between the Indemnifying Party and the Indemnified Party in respect of such Third Party Claim, and in that event the reasonable fees and expenses of such counsel shall promptly be paid by the Indemnifying Party (it being understood that all Indemnified Parties may employ not more than one counsel to represent them at the expense of the Indemnifying Party). The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the immediately preceding sentence. In the event that the Indemnifying Party fails to assume the compromise, settlement or appeal of, or defense against

Document Metadata

Table of Contents

STOCK PURCHASE AGREEMENT dated as of March 7, 2010 among ALICO HOLDINGS LLC, AMERICAN INTERNATIONAL GROUP, INC. and METLIFE, INC.