respect to (i) the Core Coinsurance Business, until the date of the Core Coinsurance Closing and (ii) AFIMS and the Funds Business, until the date of the AIT Merger Closing), Seller shall, and shall cause its Affiliates (in each case, to the extent related to the Business or the Funds Business, as applicable), to conduct the Business or the Funds Business, as applicable, in the ordinary course consistent with past practices during the run-off of the Business; provided that Seller and any of its Affiliates may engage in the Transactions, Seller may make a capital contribution to the Company to cause the Adjusted Capital to be equal (or more proximate than it would be absent such actions) to the Target Closing Capital Amount and Seller and AFIMS may take any actions desirable in order to comply with Section 5.13. Without limiting the generality of the foregoing, to the extent related to the Business or the Funds Business, from the date hereof until the Closing Date (or with respect to (i) the Core Coinsurance Business, until the date of the Core Coinsurance Closing and (ii) AFIMS or the Funds Business, until the date of the AIT Merger Closing), except, in each case, (A) as provided on Schedule 5.01, (B) as expressly contemplated by this Agreement or any Ancillary Agreement, (C) as agreed to in writing by Buyer (such agreement not to be unreasonably withheld), or (D) in connection with a hedging program permitted by Section 5.04(c)(iv), Seller shall not, and shall cause its Affiliates (in each case, to the extent related to the Core Business, the Core Coinsurance Business, or the Funds Business, as applicable) not to:

      (a) adopt or propose any change in the Organizational Documents of the Company or AFIMS;

      (b) enter into, amend in any material respect or extend any material contract to which the Company is now or would be following consummation of the Closing a party or any Transferred Agreements, except to the extent such party reasonably and in good faith concludes that such action is necessary to comply with applicable Law or Orders;

      (c) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, or recapitalization of the Company, AFIMS or FAFLIC (other than pursuant to the Restructuring Agreement);

      (d) sell, transfer, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course consistent with past practices in the run-off of the Core Business or the Funds Business;

      (e) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of the Company or otherwise purchase or redeem, directly or indirectly, any capital stock of the Company;

      (f) issue, sell, grant, pledge, or otherwise encumber any shares of the capital stock of the Company or AFIMS, or any securities convertible into or exchangeable for any such shares, or issue, sell, grant or enter into any subscription, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind, contingently or otherwise, to purchase or otherwise acquire any such shares or any securities convertible into or exchangeable for any such shares;

      (g) incur, assume or guarantee any indebtedness for borrowed money or issue any debt securities of the Company, except for any borrowings from Seller or any of its Affiliates pursuant to the Consolidated Service Agreement or otherwise in the ordinary course, or make any loans or advances to any other Person, other than policy loans in the ordinary course of business and routine advances to employees consistent with past practice, except pursuant to the Consolidated Services Agreement;

      (h) take any action inconsistent with paragraph one of the employee-related side letter agreement;

      (i) make any material change (other than in the ordinary course of business or as required by changes in statutory or regulatory accounting or actuarial rules or in GAAP, SAP or applicable Law or Order) to (i) any pricing, investment, accounting, financial reporting, credit, reserving, hedging, underwriting, claims administration or allowance practice or policy, (ii) any method of calculating any reserve for accounting, financial reporting or Tax purposes, (iii) the fiscal year, (iv) any existing credit, billing, collection and payment policies, procedures and practices with respect to receivables and payables, including, with respect to the acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables or (v) any existing information or physical security policies, data back-up and storage policies and procedures or Disaster Recovery Plans (as defined in Section 7.04 of the Transition Services Agreement);

      (j) with respect to the Company or AFIMS, make any Tax elections other than in the ordinary course of business, amend any Tax elections currently in effect, change or consent to any change in its method of accounting for Tax purposes, or enter into or agree to any private letter ruling, closing agreement or similar ruling or agreement with the IRS or any other Taxing Authority or settle any audit proceeding involving a material Tax claim against the Company or AFIMS;

      (k) make any acquisition (including by way of reinsurance, merger, consolidation or acquisition of stock or assets) of a material amount of assets from any other Person, other than investment assets the acquisition of which would not violate subsection (r) below;

      (l) make or authorize any single capital expenditure in excess of $200,000 or capital expenditures in excess of $1,000,000 in the aggregate;

     (m) incur any Liens other than Permitted Liens;

      (n) terminate, fail to renew or let lapse any insurance of which the Company or AFIMS is the primary beneficiary (including reinsurance) maintained as of the date hereof, except to the extent that any such insurance policies have been replaced with substantially similar policies;

      (o) except as required by applicable Law or Order, settle or implement any corrective or remedial action with respect to any Action by any Governmental Entity or group or series of related Actions by any Governmental Entity relating (i) to the Core Business, (ii) to the Non-Core Business to which the Company is a party or (iii) to the Funds Business to which AFIMS is a party, in each case (i), (ii) and (iii), as applicable) without Buyer’s prior written consent (which shall not be unreasonably withheld), it being understood that if such settlement or corrective or remedial action (A) provides solely for monetary payments to be paid prior to the Closing or the AIT Merger Closing, as applicable, or accrued in full on the Pro Forma Closing Balance Sheet and reflected in the calculation of the Purchase Price and (B) does not contain an admission of guilt or liability by the Company or AFIMS, as applicable, then any refusal of Buyer to consent to such settlement shall be deemed to have been unreasonably withheld;

      (p) increase the amount of any contractual waiver of fees or reimbursement of expenses with respect to any Registered Funds;

      (q) terminate, assign or attempt to assign any investment advisory contracts with respect to any Registered Funds, except as contemplated by the AIT Reorganization Agreement;

      (r) between the date hereof and the Closing Date, make any changes (through lapse, maturity, divestiture, liquidation, reinvestment or otherwise) to the overall composition or to the allocation between reserves and surplus of the Company Investment Assets as of April 30, 2005, as set forth on Schedule 3.15(b), without Buyer’s prior approval.

Notwithstanding the foregoing, Seller may make such changes without such approval if and to the extent the aggregate portfolio of such Company Investment Assets, after each such change, complies with all of the following criteria: (i) the option-adjusted duration of such portfolio shall not be 0.25 years greater or lower than its option-adjusted duration as of April 30, 2005, excluding the impact on existing assets from changes in interest rates; (ii) the average credit quality of such portfolio shall be A3/A-, using the lower of the available credit ratings as assigned by Moody’s Investors Service, Inc. and Standard & Poor’s, respectively; (iii) no more than 5% of such portfolio’s Company Investment Assets shall be rated below Baa3/BBB-, using the lower of the available credit ratings, as assigned by Moody’s Investors Service, Inc. and Standard & Poor’s, respectively; (iv) the Company Investment Assets of any one single issuer (as identified by CUSIP or ISIN numbers or similar designators) excluding U.S. Treasury and agency securities contained in such portfolio shall not exceed 1.5% of the aggregate portfolio’s market value; and (v) the aggregate sales or transfers (excluding scheduled maturities) within such portfolio between the date hereof and the Closing Date shall not exceed, on an annualized basis, 15% of the book value of the Company Investment Assets contained in such portfolio. If the date of the Core Coinsurance Closing occurs after the Closing Date, the foregoing provisions of this Section 5.01(r) (except that 1.5% shall be replaced by 15% in Section 5.01(r)(iv)) shall apply mutatis mutandis to such portion of the Company Investment Assets that remains with FAFLIC pending the Core Coinsurance Closing, it being understood that if Seller desires to make any change with respect to such portion of the Company Investment Assets, Seller shall in good faith consult with Buyer and give Buyer a reasonable opportunity to review and discuss such change with Seller before Seller effects such change;

      (s) intentionally take any action that would make any representation or warranty of Seller hereunder, untrue or inaccurate in any material respect at (i) the Closing Date, (ii) to the extent such representation or warranty relates to the Core Coinsurance Business and the transactions to be consummated at the Core Coinsurance closing, the date of the Core Coinsurance Closing, (iii) to the extent such representation or warranty relates to the Non-Core Coinsurance Business and the transaction to be consummated at the Non-Core Coinsurance Closing, the date of the Non-Core Coinsurance Closing, and (iv) to the extent such representation or warranty relates to the Funds Business and the transactions to be consummated at the AIT Merger Closing, the date of the AIT Merger Closing;

      (t) without the prior written consent of Buyer, (i) materially amend in any way or voluntarily terminate any Producer Agreement still in effect as set forth on Schedule 3.21(c)(ii) or (ii) make any material changes, other than in the ordinary course of business, in the terms or policies with respect to, the appointment of Producers or the payment of commissions to any Producer or in the contract administration practice; or

      (u) agree or commit to do any of the foregoing.

      Section 5.02 . Access to Information. (a) From the date hereof until the Closing Date and, to the extent applicable, the date of the Core Coinsurance Closing or the AIT Merger Closing, Seller will, and will cause its Affiliates to, (i) give Buyer and its Representatives reasonable access to the offices, properties, books and records and employees of Seller and its Affiliates (to the extent relating to the Business or the Funds Business), (ii) furnish to Buyer and its Representatives such financial and operating data and other information relating to the Business or the Funds Business, as applicable, as such Persons may reasonably request (including information relating to policies, contracts and arrangements between the Company or AFIMS and any ERISA Plan) and (iii) use reasonable best efforts to cause the Representatives (other than employees) of Seller and its Affiliates to cooperate with, and make themselves and any books and records in their possession relating to the Business or the Funds Business, as applicable, reasonably available to, Buyer in its investigation of the Business or the Funds Business, as applicable. Any investigation pursuant to this Section 5.02 shall be conducted in such manner so as not to interfere unreasonably with the conduct of the Business, or the Funds Business, as applicable. Notwithstanding the foregoing, Buyer shall not have access to personnel records relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or any of its Affiliates to risk of liability. For avoidance of doubt, the foregoing obligation shall include Seller using its reasonable best efforts to make reasonably available, upon Buyer’s written request, Seller’s and its Affiliates’ Representatives as witnesses.

      (b) On and after the Closing Date or, to the extent applicable, the date of the Core Coinsurance Closing or the AIT Merger Closing, Seller and its Affiliates (i) shall afford promptly to Buyer, the Company and their respective Representatives, reasonable access to the offices, properties, books and records and employees of Seller and its Affiliates (to the extent related to the Business or the Funds Business) and (ii) shall use reasonable best efforts to cause the Representatives (other than employees) of Seller and its Affiliates to cooperate with, and make themselves and any Books and Records in their possession relating to the Business, or the Funds Business, as applicable, reasonably available to, Buyer, the Company and their respective Representatives, in each

case to the extent necessary to permit Buyer to determine any matter relating to its rights and obligations hereunder or under any Ancillary Agreement or for any other reasonable purpose (including for audit, accounting, regulatory, investigation, dispute or litigation purposes and for fulfilling disclosure and reporting obligations) relating to the Company, the Business or the Funds Business, as applicable; provided that any such access by Buyer shall not interfere unreasonably with the conduct of the business of Seller or any of its Affiliates or Representatives. Except as otherwise provided in any of the Ancillary Agreements, Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by Seller or its Affiliates or Representatives in connection with the foregoing. For avoidance of doubt, the foregoing obligation shall include Seller using its reasonable best efforts to make reasonably available, upon Buyer’s written request, Seller’s and its Affiliates’ Representatives as witnesses.

      Section 5.03 . Notices of Certain Events. Seller shall promptly notify Buyer in writing of:

      (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements;

      (b) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or the Ancillary Agreements; and

      (c) any Actions commenced or threatened in writing relating to Seller or any of its Affiliates (in each case, to the extent related to the Core Business or the Funds Business, as applicable) or the Company or AFIMS that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.13.

      Section 5.04 . Acquisition Proposals. (a) From the date hereof through the earlier of the Closing Date and the date of termination of this Agreement pursuant to Article 11, as applicable, Seller agrees that it shall not, and it shall cause its Representatives not to, directly or indirectly:

      (i) solicit, initiate, encourage or accept any inquiries, proposals, offers or other indications of interest from any Person with respect to an Acquisition Proposal (as defined below);

      (ii) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Seller’s Representatives acting in an advisory, agency or similar capacity) with respect to an Acquisition Proposal;

      (iii) furnish any information to any person (other than the Seller’s Representatives acting in an advisory, agency or similar capacity) in connection with an Acquisition Proposal;

      (iv) otherwise assist, facilitate or encourage the making of, or cooperate in any way regarding, any inquiry, proposal, offer or other indication of interest by any Person with respect to an Acquisition Proposal; or

      (v) enter into any term sheet, letter of intent, agreement or other non-binding or binding understanding or arrangement with, or accept or agree to any offer or proposal by or from, any Person other than Buyer with respect to an Acquisition Proposal.

      (b) (i) From the date hereof through the earlier of the Closing Date and the date of termination of this Agreement pursuant to Article 11, as applicable, Seller shall, and shall cause its Representatives to, cease and terminate immediately any solicitation efforts, discussions or negotiations with respect to or in furtherance of any Acquisition Proposal with any Person other than Buyer.

      (ii) From the date hereof through the earlier of the Closing Date and the date of termination of this Agreement pursuant to Article 11, as applicable, Seller agrees not to, without the prior written consent of Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Seller or any of its Affiliates is a party that relates to a possible Acquisition Proposal.

      (c) For purposes of this Section 5.04, “ Acquisition Proposal ” means any of the following transactions (but excluding, in each case, the Transactions, this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby):

      (i) the acquisition, purchase or other transfer (x) by way of share sale, spin-off or any other transaction, of an equity interest or interests of any Subsidiary or Affiliate of Seller constituting all or any material part of, or owning, directly or indirectly, assets, liabilities or equity interests constituting all or any material part of, the Core Business or AFIMS, as applicable, or (y) by way of asset sale, liability assumption, bulk reinsurance, reinsurance, coinsurance or any other transaction, of

assets or liabilities constituting all or any part of the Core Business or AFIMS, as applicable, except in the ordinary course of business of the Core Business,

      (ii) a merger, reorganization, share exchange, share purchase, consolidation, plan of arrangement, joint venture or other business combination transaction involving any Subsidiary or Affiliate of Seller constituting all or any material part of, or owning, directly or indirectly, assets or equity interests constituting all or any material part of, the Core Business or AFIMS,

      (iii) (x) any other extraordinary transaction or action, including by way of bulk reinsurance, reinsurance, coinsurance, restructuring, reorganization or spin-off, (y) any binding definitive agreement, understanding or arrangement with respect to any outsourcing of material functions or services or (z) any discontinuance of material business or operations and any similar transaction or action, in each case involving or otherwise relating to any Subsidiary or Affiliate of the Seller constituting all or any material part of, or owning, directly or indirectly, assets or equity interests constituting all or any material part of, the Core Business or AFIMS,

      (iv) any hedging or similar transaction with respect to all or any material part of the assets and liabilities constituting the Core Business, but excluding (A) any transaction that would not otherwise materially interfere with, or be materially inconsistent with the Transactions, and (x) that involves exchange traded futures contracts entered into in connection with, and on a basis consistent with past practices relating to, the Company’s hedging program as in place on the date hereof and described in the Seller’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 or (y) that is designed to mitigate material incremental risk in the Core Business, resulting from a material change or material disruption in relevant debt or equity markets that occurs prior to the Closing Date and (B) any transaction that is part of the Pre-Closing Hedging Program,

      (v) any other offer or proposal to acquire or transfer from any Subsidiary or Affiliate of Seller all or any material part of the Core Business or AFIMS, and

      (vi) any transaction or action of the type described in clauses (i) through (v) of this paragraph, but involving Seller, if at the time of the relevant transaction or action more than 50 percent of the consolidated assets of Seller and its Subsidiaries (measured on a fair market value

basis) are related to the Core Business. For the avoidance of doubt, such calculation shall exclude Separate Account assets.

      Section 5.05 . Continuing Obligations Relating to Certain Contracts. (a) Seller shall or shall cause its Affiliates to not amend or waive any right of indemnification the Company has under any Contracts.

      (b) To the extent permitted by Law or Order, from the date hereof until the date that is six months following the expiration of the Service Term specified in Section 5.01 of the Transition Services Agreement or such earlier time as to which Buyer consents, such consent not to be unreasonably withheld, Seller shall, and shall cause VeraVest to, maintain its registration as a broker/dealer. For the period from the Closing Date until the earlier of (i) thirty-six (36) months following the date of deregistration of VeraVest as a broker/dealer and (ii) such time as at least seventy-five percent (75%) of the account values as of June 30, 2005 as set forth on Schedule 5.05 have been novated to or reexecuted by the Company, Seller shall not dissolve, merge or execute a corporate reorganization of VeraVest that would result in the termination by operation of law of any right of indemnification the Company has under a Producer Agreement. Thereafter, Seller shall use commercially reasonable efforts (at Buyer’s expense) to ensure that upon any such dissolution, merger or other corporate reorganization that any rights of the Company to indemnification under such Producer Agreement will be assigned to the Company, to the extent such rights are assignable.

      Section 5.06 . Resignations. Seller will cause, and shall deliver to Buyer at or prior to the Closing Date or the date of the AIT Merger Closing, as applicable, the resignations of all officers and directors of the Company, which shall be effective no later than the Closing Date and of AFIMS, which shall be effective no later than the date of the AIT Merger Closing.

      Section 5.07 . Confidentiality by Seller. On and after the Closing Date, Seller shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause their respective Representatives to, maintain in confidence and not use to the detriment of Buyer or its Affiliates, it being understood that Seller may use such information to defend against a claim by Buyer or in a claim against Buyer, any confidential written, oral or other information of the Company or relating to the Core Business or the Funds Business, as applicable, or any confidential information concerning Buyer or its Affiliates obtained from Buyer, its Affiliates or its Representatives in connection with this Agreement, the Ancillary Agreements or the Transactions, except to the extent (i) such information was previously known on a non-confidential basis by Seller or any of its Affiliates or Representatives, other than related to the prior ownership of the Company, the Core Business, or Funds Business, as applicable, or any such information becomes publicly available, other than because of a disclosure by

Seller or any of its Affiliates or Representatives in violation of this Agreement, (ii) any such information is required to be disclosed by applicable Law or by Order of any Governmental Entity, (iii) such information is later acquired by Seller or any of its Affiliates or Representatives from sources other than those related to their prior ownership of the Company, the Core Business, or the Funds Business, as applicable, (iv) use of such information is necessary or appropriate in making any filing or obtaining any consent required for the consummation of the Transactions, or (v) in connection with the defense of claims pursuant to Article 10 or otherwise. Seller shall instruct its Representatives and the Representatives of its Affiliates having access to such information of such obligation of confidentiality. Seller shall be responsible for any failure by its Affiliates to comply with this Section 5.07.

      Section 5.08 . Employee Matters. (a) Seller will provide Buyer with a list of all Employee Plans (along with a copy of such plan, underlying award agreements and any summary explanations) covering those employees of Seller and its Affiliates to whom Buyer may make offers of employment pursuant to the employee side letter agreement entered into on the date hereof.

      (b) From the date hereof until the Closing Date, Seller and its Affiliates will consult with Buyer and provide Buyer a meaningful opportunity to review and comment on any employee communication or announcement with respect to this Agreement, the Ancillary Agreements or the Transactions, which relates to employment opportunities with, or compensation or benefits to be provided by, Buyer or its Affiliates after the Closing Date, prior to issuing such communication or announcement.

      Section 5.09 . Transfer/Novation of Transferred Agreements. (a) It is the intent of the parties hereto that, to the extent practicable, the Company obtain and assume the economic and legal rights and obligations, as applicable, under the Contracts identified on Schedule 5.09 (the “ Transferred Agreements ”).

      (b) On and after the date hereof, subject to Section 5.09(d) below, Seller shall, and shall cause FAFLIC and VeraVest (to the extent necessary) to cooperate with Buyer and the Company to take the actions set forth on Schedule 5.09 and such other actions as Buyer may reasonably request (but in each case without any obligation to make payments or incur any liabilities to any counterparty to any Transferred Agreement), in order to transfer economic and legal rights and obligations under the Transferred Agreements to the Company.

      (c) Notwithstanding the foregoing, (i) no rights of Seller or its Affiliates under such Transferred Agreement (including with respect to indemnification matters) not relating to the Core Business shall be limited by such transfer, (ii) neither Buyer nor the Company shall commence or defend any Action against or

by a counterparty to a Transferred Agreement with respect to any indemnification obligation reserved to Seller pursuant to Section 5.09(d); and (iii) Buyer shall not settle any Action with respect to any such Transferred Agreement in any way that would limit any rights or create any obligation of Seller or any of its Affiliates.

      (d) Other than as set forth in Section 5.09(b), Seller shall retain control over any indemnification claims under the Producer Agreements; provided that if Seller has an indemnity obligation to Buyer under Article 10 with respect to the matter covered by such indemnification claims, Seller shall, and shall cause FAFLIC and VeraVest to, pay to Buyer any recoveries up to the amount of the indemnification obligation under Article 10 from the counterparty to a Producer Agreement under the Producer Agreement (arising as a result of an indemnification proceeding), net of any expenses and Losses incurred by Seller and its Affiliates in connection with such indemnification proceeding. The amount of any such payment actually made by Seller shall not reduce the amount of the $5,000,000 deductible set forth in Section 10.02(a)(iii)(B) .

      Section 5.10. Third Party Reinsurance. (a) Seller shall cause FAFLIC to use commercially reasonable efforts to assign to the Company, effective as of the date of the Core Coinsurance Closing and subject to the occurrence of the Core Coinsurance Closing, all of FAFLIC’s rights and obligations under the reinsurance treaties to which it is a party that are related to the Contract Liabilities (as defined in the Core Coinsurance Agreement) and listed on Schedule 5.10(a)(i) hereto (the “ FAFLIC Reinsurance Agreements ”), and to obtain any endorsements from the reinsurers thereunder to the extent necessary to ensure that the Company is entitled to enforce the FAFLIC Reinsurance Agreements (with respect to the Core Business) against the reinsurers in its own name, and on behalf of FAFLIC and that all payments under such agreements, for the benefit of either FAFLIC (with respect to the Core Business) or the Company (with respect to the Core Business) are to be paid directly to the Company; provided that Seller and its Affiliates shall be under no obligation to make payments or incur other liabilities to any counterparty to such FAFLIC Reinsurance Agreements in connection with such assignments and endorsements. If FAFLIC is unable to obtain such assignments or endorsements prior to the Core Coinsurance Closing, Seller shall cause FAFLIC to place the Company in the same net economic position as if such assignments or endorsements had been obtained (which actions may consist of FAFLIC continuing to use commercially reasonable efforts at the Company’s expense to enforce its rights under such FAFLIC Reinsurance Agreements (with respect to the Core Business) by ensuring that all benefits and burdens thereunder flow to the Company).

      (b) Seller shall, and shall cause FAFLIC to, use commercially reasonable efforts to assign or rewrite to the Company, effective as of the Closing Date and subject to the occurrence of the Closing, all of FAFLIC’s rights and

obligations under the reinsurance treaties to which it is a party that are related to the Core Business, listed on Schedule 5.10(a)(ii) hereto (the “ Company Reinsurance Agreements ”), and to obtain any endorsements and consents from the third party reinsurers thereunder to the extent necessary to ensure that the Company is entitled to enforce the Company Reinsurance Agreements (with respect to the Core Business) against such third party reinsurers in its own name and on behalf of FAFLIC and that all payments under such agreements, for the benefit of either FAFLIC (with respect to the Core Business) or the Company (with respect to the Core Business) are to be paid directly to the Company; provided that Seller and its Affiliates shall be under no obligation to make payments to or incur other liabilities to any counterparty to such Company Reinsurance Agreements in connection with such assignments and endorsements. If FAFLIC is unable to obtain such assignments or endorsements prior to the Closing, Seller shall cause FAFLIC to place the Company in the same net economic position as if such assignments or endorsements had been obtained (which actions may consist of FAFLIC continuing to use commercially reasonable efforts at the Company’s expense to enforce its rights under such Company Reinsurance Agreements (with respect to the Core Business) and ensuring that all benefits and burdens thereunder flow to the Company). In no event will FAFLIC have any liability to the Company in excess of the amount it has received from the third party reinsurers under the Company Reinsurance Agreements.

      Section 5.11 . Final Scheduled Portfolio. Seller shall, promptly after the Closing Date, provide Buyer with a schedule to be prepared in accordance with the principles and methodologies set forth in Schedule 3.15(b) and giving effect to the transactions contemplated by Section 2.10 listing all Company Investment Assets as of the Closing Date (the “ Final Scheduled Portfolio ”), containing information with respect to each such Company Investment Asset as to (A) par value, (B) interest rate, (C) statutory book value, (D) statutory book yield, (E) Tax Basis, (F) cost basis, (G) any credit rating as assigned by Moody’s Investor Service, Inc., Standard & Poor’s and/or the National Association of Insurance Commissioners, (H) trade and settlement date, (I) maturity date, and (J) whether each such Company Investment Asset is owned by the Company or FAFLIC, in each case as of the Closing Date.

      Section 5.12 . AFIMS Release. Except as expressly required by this Agreement or any Ancillary Agreement, effective as of the date of the AIT Merger Closing, AFIMS, on the one hand, and Seller and each Seller Retained Subsidiary, on the other hand, shall release and forever discharge the other party and its Affiliates, and its respective directors, officers, employees and agents of and from all Liabilities against such other Person or any of its assigns which the releasing person has or ever had arising out of or relating to events, circumstances or actions taken by such other Person prior to the date of the AIT Merger Closing;

provided that the foregoing release shall not affect either Person’s right to enforce any Ancillary Agreement in accordance with its terms.

      Section 5.13 . Discharge of AFIMS Liabilities. (a) Seller will, and will cause AFIMS to, take such actions as are necessary so that, as of the AIT Merger Closing, AFIMS will have no assets or other properties and will have no Liabilities.

      (b) Seller will, and will cause AFIMS to, prepare, and deliver to Buyer, promptly after the date of the AIT Merger Closing, a stand-alone balance sheet of AFIMS as of the date of the AIT Merger Closing giving effect to the transactions contemplated by this Agreement and any of the Ancillary Agreements (the “ AFIMS Closing Balance Sheet ”). The AFIMS Closing Balance Sheet will present fairly, in all material respects, the financial position of AFIMS as of the dates therein specified in conformity with GAAP applied on a consistent basis throughout the periods involved (except as required by GAAP).

      Section 6.01 . Confidentiality. (a) Prior to the Closing Date and after any termination of this Agreement, Buyer shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its Representatives to, maintain in confidence, all documents and written, oral and other information concerning the Business and the Funds Business, or the Company, Seller and its Affiliates or Representatives, furnished to Buyer or its Affiliates in connection with this Agreement, the Ancillary Agreements or the Transactions in accordance with the terms (other than the expiration) of the Confidentiality Agreement, as if such terms were set forth herein.

      (b) Except as may relate to the Core Business, on and after the Closing Date, Buyer shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause their respective Representatives to, maintain in confidence and not use to the detriment of Seller or its Affiliates, it being understood that Buyer may use such information to defend against a claim by Seller or in a claim against Seller, all documents and written, oral and other information concerning Seller and its Affiliates, furnished to Buyer or its Affiliates in connection with this Agreement, the Ancillary Agreements or the Transactions in accordance with the terms (other than the expiration) of the Confidentiality Agreement, as if such terms were set forth herein. Buyer shall instruct its Representatives and the Representatives of its Affiliates having access to such information of such

obligation of confidentiality. Buyer shall be responsible for any failure by its Affiliates to comply with this Section 6.01.

      Section 6.02 . Access. Buyer shall, and shall cause the Company and its Affiliates, on and after the Closing Date, to (i) afford promptly to Seller and its Affiliates and their respective Representatives reasonable access to the offices, properties, books and records and employees of the Company and its Affiliates, and (ii) use reasonable best efforts to cause the Representatives (other than employees) of the Company and its Affiliates to cooperate with, and make themselves and any books and records in their possession relating to the Company’s business reasonably available to, Seller and its Affiliates and their respective Representatives, in each case to the extent necessary to permit Seller to determine any matter relating to its rights and obligations hereunder or under any Ancillary Agreement or for any other reasonable purpose (including for audit, accounting, regulatory, investigation, dispute or litigation purposes and for fulfilling disclosure and reporting obligations); provided that any such access by Seller shall not unreasonably interfere with the conduct of the business of Buyer. Seller shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by Buyer or its Affiliates in connection with the foregoing. For avoidance of doubt, the foregoing obligation shall include Buyer using its reasonable best efforts to make reasonably available, upon Seller’s written request, Buyer’s and its Affiliates’ Representatives as witnesses.

      Section 6.03 . Buyer Tax Covenants. (a) Buyer covenants that, without Seller’s consent, it will not cause or permit the Company or any Affiliate of Buyer to take any action on the Closing Date, other than in the ordinary course of business, including the distribution of any dividend or the effectuation of any redemption that would give rise to any Tax liability or reduce any Tax Asset of the Seller Group or give rise to any Loss of the Seller or the Seller Group under this Agreement.

      (b) Buyer shall promptly pay or cause to be paid to Seller all refunds of Taxes and interest received by Buyer, any Affiliate of Buyer or the Company attributable to Taxes paid by Seller, the Company or any Transferred Subsidiary (or any predecessor or Affiliate of Seller) with respect to any Pre-Closing Tax Period, but only to the extend Seller is entitled to such refund under Section 8.01 hereof.

      (c) Buyer shall cause the Company and its Subsidiaries to elect, where permitted by applicable Law, to carry forward any Tax Asset that would, absent such election, be carried back to a Pre-Closing Tax Period in which the Company or any Subsidiary was included in a consolidated, combined or unitary Tax return filed by Seller or any of its Affiliates.

      (d) Buyer agrees to make an election under Revenue Ruling 2005-6 to enter into a closing agreement to the extent requested to do so by Seller, provided that Seller fully reimburses Buyer for all costs relating to making such election, other than the cost of salaries and benefits of employees of Buyer.

      Section 6.04 . Investment Advisor Restrictions. Buyer hereby covenants and agrees that, until the third anniversary of the Closing Date, for so long as the AIT Merger Closing has not occurred, Buyer will pay to Seller the AIT Merger Closing Adjustment if, at any time prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date of the AIT Merger Closing, Buyer or any of its Affiliates enters, directly or indirectly, into any investment advisory or sub-advisory agreement with respect to any AIT Fund other than any such agreement entered into with AFIMS (but only if such agreement were entered into at a time when AFIMS is an Affiliate of Seller)

      Section 7.01 . Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws and Orders to promptly satisfy the conditions to the Closing, the Core Coinsurance Closing, the Non Core Coinsurance Closing and the AIT Merger Closing, as applicable, and to promptly consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including the obtaining of the approvals of the Insurance Regulators of the jurisdictions where such approval is required and, with respect to the transactions to occur at the consummation of the AIT Reorganization Agreement, of the other Governmental Entities having jurisdiction over such transactions, and Seller and Buyer shall, and shall cause their respective Affiliates to, execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Transactions contemplated by this Agreement and the Ancillary Agreements. This obligation shall include if requested by the DOI (i) in the case of Buyer, entering into a keepwell with the DOI with respect to the Company effective as of the Closing the terms of which shall be substantially similar to the terms of the Keepwell, except that it shall be in an amount up to or equal to (but under no circumstances exceeding) $350,000,000 and (ii) in the case of Seller, entering into a keepwell with the DOI with respect to FAFLIC which shall be effective as of the Closing and the terms of which shall be substantially similar to those of the Keepwell. Notwithstanding

anything to the contrary contained herein, (1) neither Buyer nor Seller shall be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any action that would reasonably be expected to result in a Material Adverse Effect, (2) neither Buyer nor Seller nor any of their Affiliates shall be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any action in connection with satisfying the conditions to the Closing, the Core Coinsurance Closing or the AIT Merger Closing that would, individually or in the aggregate, reasonably be expected to materially impair the benefits such party reasonably expects to obtain in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements ; provided that Buyer and Seller acknowledge that Buyer not being permitted to use the Buyer Hedging Arrangements for SAP purposes or the imposition by the DOI on Buyer of a keepwell in excess of $350,000,000 shall constitute a material impairment of the benefits Buyer reasonably expects to obtain in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements, and (3) neither Buyer nor Seller nor any of their Affiliates shall be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any action in connection with satisfying the conditions to the Non-Core Coinsurance Closing that would, individually or in the aggregate, reasonably be expected to result in any non-immaterial adverse effect (with respect to the net Liabilities being transferred at the Non-Core Coinsurance Closing) on such party or any of its Affiliates.

      (b) In furtherance and not in limitation of the foregoing, and subject to Section 7.05 and the parties’ further obligations with respect to consummating the AIT Merger Closing as set forth in the AIT Reorganization Agreement, each of Buyer and Seller shall (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, of a Form A with the DOI (it being understood, for the avoidance of doubt, that such Form A or any drafts thereof previously made available to the DOI on an informal basis may disclose the Non-Core Coinsurance Agreement and the transactions contemplated thereby) and of such other filings and documents as are required by the DOI and the New York and other state Insurance Regulators in connection with the Closing, the Core Coinsurance Closing and the Non-Core Coinsurance Closing, in each case as promptly as practicable and in any event within ten Business Days after the date hereof (except in the case of filings and documents relating to the Non-Core Coinsurance Closing, which shall be filed within 10 Business Days after the Core Coinsurance Closing or at such earlier time as agreed by the parties), (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by any Insurance Regulator and (iii) subject to Section 7.01(a), take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; it being understood that, as provided in Section 12.03(b), Buyer and Seller shall each pay 50% of (A) the filing and other fees (other than

attorney’s fees) relating to the Notification and Report Form pursuant to the HSR Act and (B) the filing and other fees (other than attorney’s fees) relating to the submission and review of the Form A and any other filings and documents to the DOI or any other Governmental Entity.

      (c) Buyer and Seller will use their reasonable best efforts, and will cooperate fully with each other, to obtain all consents or waivers of third parties set forth on Schedule 7.01(c) . As provided in Section 12.03(b), Buyer and Seller shall each pay 50% of the aggregate amount of any payments to counterparties with respect to obtaining the consents or waivers of such counterparties; provided that, as set forth in Section 12.03(b), Buyer shall reimburse Seller for 100% of any such payments to vendors identified on Schedule 7.01(c) (such payments, the “ New Vendor Payments ”) that will provide long term services to the Company after the Closing.

      Section 7.02 . Certain Filings. (a) Seller and Buyer shall reasonably cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the Transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

      (b) Each party shall have the right to review in advance, subject to applicable Law and Orders, any filing made by the other party with, or other written materials submitted by such other party to, any such third party or any such Governmental Entity in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements. Each party shall consult with the other party about the status of any consents required to be obtained by such party from any third party or any such Governmental Entity in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements. Buyer shall, and shall cause its Affiliates to, promptly provide to Seller copies of all filings, submissions and correspondence made to or received from any such Governmental Entity in connection with the Transactions contemplated hereby and by the Ancillary Agreements (and the substance thereof, to the extent relating to the Transactions). Seller shall, and shall cause its Affiliates to, promptly provide to Buyer copies of all filings, submissions and correspondence made to or received from any such Governmental Entity in connection with the transactions contemplated hereby and by the Ancillary Agreements. In exercising the foregoing rights, each of Buyer and Seller shall act reasonably and as promptly as practicable. Buyer and Seller agree that they will keep the other apprised of the status of matters relating to completion of the Transactions.

      Section 7.03 . Public Announcements. The parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement, the Ancillary Agreements or the Transactions contemplated hereby and, except for any press releases and public announcements the making of which may be required by applicable Law or Order or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation.

      Section 7.04 . Intercompany Arrangements. (a) To the fullest extent practicable, Seller shall cause all outstanding intercompany accounts between Seller or its Affiliates, on the one hand, and the Company, on the other hand, to be settled (irrespective of the terms of payment of such intercompany accounts) immediately prior to the Closing. Any Intercompany Balances remaining outstanding after the Closing, as applicable, shall be paid within 30 (thirty) days of the Closing. “ Intercompany Balances ” means aggregate payables of the Company, to Seller and its Affiliates outstanding immediately after the Closing minus aggregate receivables of the Company, from Seller and its Affiliates outstanding immediately after the Closing.

      (b) Subject to Section 5.10(b), Seller shall cause all intercompany agreements (other than those set forth in Schedule 7.04(b)) between Seller or its Affiliates, on the one hand, and the Company or AFIMS, as applicable, on the other hand, to be terminated, or to provide for an unconditional, full and permanent release of the Company, immediately prior to the Closing, and of AFIMS, immediately prior to the AIT Merger Closing. After such termination or release, neither the Company, AFIMS nor any Affiliate of the Company, shall have any further rights or obligations under such terminated agreements, except to the extent of any accruals reflected on the Pro Forma Closing Balance Sheet.

      (c) Without limiting the provisions of Section 7.04(b), any and all existing Tax sharing agreements between the Company or AFIMS, as applicable, and any member of the Seller Group (including the Tax Sharing Agreement) shall be terminated immediately prior to the Closing or the AIT Merger Closing, as applicable. After such termination, neither the Company, AFIMS, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder. For the avoidance of doubt, neither Seller nor any Affiliate of Seller shall be liable to make any payments after the Closing Date or the date of the AIT Merger Closing, as applicable, pursuant to the Tax Sharing Agreement or otherwise with respect to the use by the Seller Group of Tax Assets of the Company and the Company shall not be liable to make any payments after the Closing Date or the date of the AIT Merger Closing, as applicable, pursuant to the Tax Sharing Agreement or otherwise with respect to the use by the Company of Tax Assets of any other member of the Seller Group.

      Section 7.05 . Registered Fund Consents. (a) Seller shall use its reasonable best efforts to obtain, and Buyer agrees to use its reasonable best efforts to cooperate in obtaining, such authorizations and approvals of (1) the board of trustees of AIT (including any separate approvals of trustees who are not Interested Persons) with respect to each Registered Fund and (2) the shareholders of each Registered Fund, as may be reasonably required to consummate the transactions contemplated by the AIT Reorganization Agreement (the “ Fund Approvals ”). Buyer agrees to provide such information, for provision to the board of trustees of each Registered Fund and for inclusion in a proxy statement to the shareholders thereof, as may be reasonably required. Seller and Buyer shall expeditiously use reasonable best efforts, and shall reasonably cooperate in furtherance of (i) Buyer’s obligation to cause to be prepared and filed with the SEC, declared effective by the SEC, and mailed to the shareholders of each Registered Fund, prospectus/proxy statements for the transactions contemplated by the AIT Reorganization Agreement, such proxy statements/prospectuses to contain all required information and disclosures and to be subject to Seller’s review and approval, which will not be unreasonably withheld or delayed and (ii) Seller’s obligation to cause special meetings of the shareholders of the Registered Funds to be called to vote on such approval.

      (b) Buyer shall use its reasonable best efforts to obtain, and Seller agrees to use its reasonable best efforts to cooperate in obtaining, such authorizations and approvals of the board of trustees of GSVIT (including any separate approvals of trustees who are not Interested Persons) with respect to each GSVIT Fund, as may be reasonably required to consummate the transactions contemplated by the AIT Reorganization Agreement (the “ GSVIT Fund Approvals ”). Seller agrees to provide such information for provision to the board of trustees of each GSVIT Fund, as may be reasonably required.

      Section 7.06 . Non-Core Business. (a) After the Closing, and without duplication of any amounts actually paid by FAFLIC to the Company pursuant to the Non-Core Coinsurance Agreement, (i) Seller shall indemnify the Company in respect of all Liabilities, whenever arising, resulting from, arising out of or relating to the Non-Core Business (including for the avoidance of doubt, any reserves (or increases thereof) required by SAP to be established by the Company) to the extent provided in Section 10.02(a)(ii), and (ii) the Company shall pay in cash to Seller any economic benefits, including all revenues, profits, interest (including on reserves), income and appreciation, dividends and distributions, proceeds of any dispositions, sale, co-insurance, reinsurance or liquidation, whenever arising, resulting from, arising out of or relating to the Non-Core Business. The parties shall cooperate in good faith to develop reasonable mechanics for the periodic calculation (including netting and offsetting) and payment of the net cash amount of such Liabilities and economic benefits all as set forth in the Non-Core Administrative Services Agreement; provided that, in

furtherance of the foregoing, in the event the Company is required by SAP to establish any reserve or increase any such reserve related to the Non-Core Business, then Buyer shall promptly notify Seller of the amount of such reserve or increase thereof, as applicable, and Seller then shall promptly pay the Company such amounts in cash.

      (b) Seller agrees to use its reasonable best efforts to assist Buyer and the Company after the Closing Date, at the reasonable request of Buyer and at Buyer’s sole cost and expense, to affect the assumption reinsurance by third parties of the blocks of run-off non-indemnity medical and disability businesses set forth in Schedule 3.15(e) .

      Section 7.07 . Reserves, Accruals and Recoveries. Upon the occurrence of any event which, in accordance with SAP, would allow release of any reserves or accruals for contingent liabilities set forth on the Pro Forma Closing Balance Sheet (including reserves for Actions set forth in paragraphs 1 through 3 on Schedule 7.07 hereto), which reserves or accruals were reflected in the calculation of the Purchase Price and with respect to which Seller has indemnification obligations to Buyer pursuant to Article 10, whether related to the Core Business or the Non-Core Business (the “ Reserves ”), Buyer shall promptly pay to Seller the difference between the amount of the applicable Reserve plus interest per annum at LIBOR from and including the date of such permitted release to but not including the date of payment and the amount of damages actually incurred by Buyer or the Company (and not otherwise reimbursed to the Company or its Affiliates by Seller or any third party) resulting from the liability with respect to which such Reserve has been established. With respect to the recoveries and other matters (including those that would relieve the Company of projected expenses) set forth on Schedule 7.07, the parties shall pay each other in cash as set forth on, and shall otherwise comply with, Schedule 7.07. Buyer shall provide a written report to Seller of any material developments with respect to any Reserve no later than 30 days after the end of each calendar quarter. In furtherance of the foregoing, for the avoidance of doubt, in the event the Company is required under SAP to establish any reserve or increase any such reserve, then Buyer shall promptly notify Seller of the amount of such reserve or increase thereof, as applicable, and Seller then shall promptly pay Buyer such amounts in cash.

      Section 7.08 . Post-Closing Requirement. Buyer shall from and after the Closing Date (i) use reasonable best efforts so that, for a period of three years after the Closing Date, at least 75% of the board of directors or trustees of each Registered Fund or any permitted successor thereto are not Interested Persons of Buyer or Seller, and (ii) refrain from imposing or seeking to impose, for a period of two years after the Closing Date, any “unfair burden” on any Registered Fund or any permitted successor thereto, within the meaning of the Investment

Company Act, as a result of the transactions contemplated by this Agreement or any terms, conditions, or understandings applicable thereto.

      Section 7.09 . Service Marks, Trademarks and Trade Names. On or prior to the Closing Date, Seller shall cause the Company to take such action as is necessary to cause all rights, including ownership and registration of any trademark, trade name, service mark, logo design or other identifying mark or symbol utilizing the stylized eagle or the name “Allmerica” or any derivative thereof (collectively, the “ Allmerica Trademarks ”) to be conveyed and assigned to Seller or an Affiliate thereof. On the Closing Date, Seller shall execute the IP License Agreement with the Company to, among other things, permit the Company to continue to use on a royalty-free basis all of the Allmerica Trademarks currently in use in the conduct of the Business, including the use of any contract materials or policy forms which contain any Allmerica Trademarks, for a period of up to 18 months following the Closing Date or as otherwise set forth in the IP License Agreement. Following the Closing Date, Buyer shall cause the Company to take such action as is necessary, including seeking all requisite regulatory and shareholder approvals, to change, prior to expiration of the IP License Agreement, by deleting the Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) therefrom, the product names, marketing materials, policy forms and other materials that utilize such name, and to cause the Allmerica Trademarks (including the stylized eagle and the name “Allmerica”) to be deleted from its name. From and after the expiration of the applicable period specified in the IP License Agreement, Buyer shall not, and shall not permit the Company to use any Allmerica Trademark; provided that this Agreement and the IP License Agreement shall not preclude uses of or references to the Allmerica Trademarks required by Law or permissible pursuant to trademark fair use principles.

      Section 7.10 . Retention of Records. From and after the Closing Date, except as otherwise required by Law or Order or agreed to in writing, or provided for in an Ancillary Agreement, each party shall, and shall cause its Affiliates to, retain all information relating to the other party’s business and operations in accordance with the then general practice of such party with respect to information relating to its own business and operations. Notwithstanding the foregoing, except as otherwise prohibited by Law or Order, any party may destroy or otherwise dispose of any such information relating to the other party’s business and operations at any time, provided that, prior to such destruction or disposal, (i) such party shall provide not less than 90 calendar days’ prior written notice to the other party, specifying the information proposed to be destroyed or disposed of and the scheduled date for such destruction or disposal, and (ii) if the recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such requesting party, the party proposing the

destruction or disposal shall promptly arrange for the delivery of such of the information as was requested at the expense of the requesting party.

      Section 7.11 . Cooperation for Post-Closing Administrator. (a) Subject to Buyer’s reimbursement obligations set forth in Section 12.03(b), between the date hereof and the Closing Date, Seller agrees to cooperate with, and assist, Buyer in good faith with respect to: (i) evaluating a suitable Post-Closing Administrator, (ii) delineating the scope and terms of the services and the service levels required by Buyer with respect to the categories of services currently provided by Seller or its Affiliates with respect to the Core Business, and (iii) cooperating with the Post-Closing Administrator and Buyer during the process of converting the existing operations and systems relating to the Core Business to the operations and systems of the Post-Closing Administrator, including coordinating the services to be provided by Seller and its Affiliates pursuant to the Transition Services Agreement with the services to be provided by the Post-Closing Administrator under the Post-Closing TPA.

      (b) In connection with the foregoing, Seller shall, and shall cause its Affiliates to, (i) give Buyer and its Representatives and the Post-Closing Administrator reasonable access to the offices, properties, Books and Records and Representatives of Seller and its Affiliates, (ii) furnish to Buyer and its Representatives and the Post-Closing Administrator such information as Buyer may reasonably request and (iii) instruct the Representatives of Seller and its Affiliates to cooperate with Buyer and the Post-Closing Administrator, in each case to the extent necessary for the cooperation and assistance set forth in clause (a) above and only after such Post-Closing Administrator shall have agreed to non-solicitation and no-hire provisions with respect to employees of Seller and its Affiliates that are substantially similar to those applicable to Buyer and its Affiliates hereunder.

      Section 7.12 . Tax Structure. Notwithstanding anything to the contrary contained in this Agreement, in any of the Ancillary Agreements or in any other written or oral understanding or agreement to which the Seller and Buyer (or their respective Affiliates) are parties or by which they are bound, each of the Seller and Buyer (and their respective Affiliates) authorizes each other (and Representatives of each of the Seller, Buyer and of their respective Affiliates) to disclose to any Person, without limitation of any kind, the “tax treatment” and “tax structure” (within the meaning of Treasury Regulations Section 1.6011 -4) of the Transactions or of any transaction contemplated in or by any other document related to the Transactions, and all materials of any kind related thereto (including tax opinions and other tax analyses) provided by the Seller or Buyer (or their respective Affiliates) to each other in connection thereto.

      Section 7.13 . Core Coinsurance Post-Effective Date Accounting. Seller shall, promptly after the Closing Date, (i) prepare and deliver to Buyer the Post-Effective Date Accounting and the Proposed Post-Effective Date Accounting (in each case as defined in Section 8.06 of the Core Coinsurance Agreement), such accountings to be prepared on a basis consistent with the accounting principles, procedures, policies and methods used to produce the Pro Forma Balance Sheet and with SAP and (ii) cause the Post-Effective Date Accounting and the Proposed Post-Effective Date Accounting to comply, mutatis mutandis , in all respects with Seller’s financial and reserves representations set forth in Section 3.08 and Section 3.32, respectively, of this Agreement.

ARTICLE 8
LIABILITY FOR TAXES AND RELATED MATTERS

      Section 8.01 . Liability for Taxes. (a) Except to the extent treated as a liability in the calculation of the Statutory Adjusted Capital, Seller shall be liable for and indemnify Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company or AFIMS and Taxes resulting from the Company or AFIMS ceasing to be a member of the Seller’s Group), (i) imposed on the Seller Group (other than the Company or AFIMS) for any taxable year, (ii) imposed on the Company or AFIMS or for which the Company or AFIMS may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Except to the extent treated as an asset in the calculation of the Statutory Adjusted Capital, Seller shall be entitled to any refund of Taxes of the Company or AFIMS for any tax period or portion thereof ending on or before the Closing Date or for which Seller was otherwise responsible.

      (b) Except to the extent arising from a breach of representation or covenant of the Seller or from obligations set forth herein or in the Coinsurance Agreement, Buyer shall be liable for and indemnify Seller for the Taxes of the Company and AFIMS for any taxable year or period that begins after the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year beginning after the Closing Date. Buyer shall be entitled to any refund of Taxes of the Company and AFIMS received for such periods.

      (c) For purposes of paragraphs (a) and (b), whenever it is necessary to determine the liability for Taxes of the Company or AFIMS for a portion of a taxable year or period that begins before and ends after the Closing Date, the

determination of the Taxes of the Company or AFIMS for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company or AFIMS had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.

      (d) Seller hereby indemnifies Buyer for and agrees to hold it harmless for any adverse tax consequence or any other loss or expense arising out of a misrepresentation or breach of warranty made by Seller to Buyer in Section 3.18.

      (e) Seller hereby indemnifies Buyer and agrees to hold it harmless from any adverse tax consequence to the Company or any other loss or expense (including any adverse tax consequence arising out of the Company being required to decrease its basis in any assets) to the extent that the Internal Revenue Service recharacterizes or fails to respect the identified mixed straddle elections set forth on Schedule 8.01(e) made by the Company pursuant to Section 1092(b) of the Code and the regulations thereunder in July of 2004.

      (f) Any payment by Buyer or Seller under this Section 8.01(e) will be an adjustment to the Purchase Price.

      (g) (i) Seller shall file or cause to be filed when due all Federal Tax Returns and Combined Tax Returns that are required to be filed by or with respect to the Company or AFIMS for taxable years or periods ending on or before the Closing Date and, except to the extent treated as a liability in the calculation of Statutory Adjusted Capital, shall pay any Taxes due in respect of such Federal Tax Returns and Combined Tax Returns, and (ii) Seller shall file or cause to be filed when due all Tax Returns that are required to be filed on or before the Closing Date by or with respect to the Company and AFIMS for taxable years ending on or before the Closing Date and shall pay any Taxes due in respect of such Tax Returns. Buyer shall file or cause to be filed when due all Tax Returns (other than the Tax Returns referred to in clause (g)(i)) required to be filed by or with respect to the Company and AFIMS after the Closing Date with respect to any Pre-Closing Tax Period. Any such Return shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by Buyer to Seller for Seller’s approval (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least ten (10) business days prior to the due date (including extensions) of such Tax Return, provided that Buyer shall not be required to prepare such Returns in a manner consistent with past practice, and it may change any election or any accounting method, and it shall not be required to obtain Sellers approval, to the extent that Buyer waives its right to be indemnified by Seller from any liability arising by reason of any item, election, or method that

differs from past practice. Buyer agrees to make such changes in such Tax Returns as Seller shall reasonably request, provided that Buyer will not be required to make any such reasonable changes to the extent that it agrees to release Seller from its obligation to indemnify Buyer for any Taxes arising by reason of Buyer’s failure to accept such proposed change. To the extent Seller is responsible for such Tax under this Article 8, Seller shall pay the amount due on the Tax Return to Buyer two (2) Business Days prior to the date that the Tax becomes due.

      (h) Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its affiliates or the Company and AFIMS of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may affect the tax liabilities of the Company and AFIMS for which Seller would be required to indemnify Buyer pursuant to Section 8.01(a), provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent Seller’s ability to defend against any such tax claim is materially prejudiced thereby. Seller shall control the defense of any claim for Taxes relating to income Taxes of the Seller Group; provided that Buyer shall be entitled to participate at its expense in the defense of any such claim which may be the subject of indemnification by Seller pursuant to Section 8.01(a) . Buyer shall control the defense of any claim for Taxes other than income Taxes of the Seller Group, provided that Seller shall be entitled to participate at its expense in the defense of any claim which may be the subject of indemnification by Seller pursuant to Section 8.01(a); provided further that Buyer may not settle or compromise any such claim without Seller’s consent, which may not be unreasonably withheld. Buyer may settle or compromise any such claim without Seller’s consent if it agrees to release Seller of its indemnification obligation with respect to such claim. For the avoidance of doubt, the provisions set forth in Section 10.03(i) shall apply mutatis mutandis to the control of the defense of claims for Taxes under this Article 8.

      Section 8.02 . Information to be Provided by Buyer. With respect to the taxable year of Seller ending December 31, 2004 and the period in 2005 prior to the Closing Date, Buyer shall promptly cause the Company and AFIMS to prepare and provide to Seller a package of tax information materials (the “ Tax Package ”), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of the Company and AFIMS. Buyer shall cause the Tax Package for the portion of the taxable period ending on the Closing Date to be delivered to Seller within one hundred twenty (120) days after the Closing Date.

     Section 8.03 . Assistance, Cooperation, and Retention of Documents. After the Closing Date, each of Seller and Buyer shall:

      (a) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with Section 8.01(g);

      (b) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company and AFIMS;

      (c) make available to the other and to any Taxing Authority as reasonably requested all information, records, and documents relating to Taxes of the Company and AFIMS;

      (d) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company and AFIMS for taxable periods for which the other may have a liability under Section 8.01;

      (e) furnish the other with copies of all correspondence received from any Taxing Authority in connection with any tax audit or information request with respect to any such taxable period; and

      (f) retain or cause to be retained all Books and Records relating to Taxes pertinent to the Seller, the Company, AFIMS, FAFLIC and the Subsidiaries until the applicable period of assessment under Law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any Taxing Authority.

      Section 8.04 . Survival of Obligations. The obligations of the parties set forth in this Article 8 shall be unconditional and absolute and shall remain in effect without limitation as to time.

      Section 9.01 . Conditions to Obligations of Buyer and Seller. The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:

      (a) any applicable waiting period under the HSR Act relating to the Transactions contemplated hereby to be consummated at the Closing shall have expired or been terminated. All authorizations, consents, Orders or approvals of, or declarations or filings with, or

expirations of waiting periods imposed by, the DOI, necessary for the consummation of the Closing, shall have been obtained or made;

      (b) no provision of any applicable statute, rule, law or regulation and no Order of the SEC, the NASD, any Insurance Regulator or any court order shall prohibit the consummation of the Closing; and

      (c) no Action shall be pending by the SEC, NASD or an Insurance Regulator which (i) involves a challenge to or seeks to prohibit, prevent, restrain, delay, make illegal, render invalid, or otherwise materially interfere with the consummation of the Closing or (ii) seeks or imposes material damages in connection with the consummation of any of the Transactions.

      Section 9.02 . Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:

      (a) (i) each of Seller and its Affiliates shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it on or prior to the Closing Date; (ii) each of the representations and warranties of Seller contained in Sections 3.01, 3.02, 3.05, 3.06, 3.07 and 3.17 of this Agreement shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date; (iii) each of the other representations and warranties of Seller contained in this Agreement shall be true and correct (determined for this purpose disregarding “material”, “materiality” or “Material Adverse Effect” qualifications) at and as of the Closing Date, as if made at and as of such date, with only such exceptions as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and (iv) Buyer shall have received a certificate signed by a senior executive officer of Seller to the effect of the foregoing clauses (i), (ii) and (iii);

      (b) Seller and each of its Affiliates which is a party to an Ancillary Agreement contemplated to be executed and delivered at the Closing shall have executed and delivered each such agreement, substantially in the form attached hereto and in the case of the Restructuring Agreement, consummated the Transactions contemplated thereby on the terms thereof;

      (c) all authorizations, consents, Orders, approvals, declarations and filings contemplated by Section 9.01(a) shall have been obtained or made without the imposition of any conditions, requirements or

prohibitions upon Buyer, the Company or any of their respective Affiliates that would reasonably be expected to result in a Material Adverse Effect or to materially impair the benefits that Buyer reasonably expects to obtain from the Transactions contemplated by this Agreement and the Ancillary Agreements; it being understood that Buyer’s not being permitted to use the Buyer Hedging Arrangements for SAP purposes or the imposition by the DOI on Buyer of a keepwell in excess of $350,000,000 shall constitute a material impairment of the benefits Buyer reasonably expects to obtain in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements;

      (d) Buyer shall have received a certificate signed by the secretary of Seller attaching all documents Buyer may reasonably request with respect to the authorization of each of Seller and its Affiliates with respect to this Agreement and any Ancillary Agreements to be executed and delivered at the Closing to which it is a party, as applicable, all in form and substance reasonably satisfactory to Buyer;

      (e) since December 31, 2004, (i) no Material Adverse Effect has occurred, and (ii) no circumstance, change or event has occurred or exists that would reasonably be expected to result in a Material Adverse Effect; provided that for purposes of this Section 9.02(e) only, the definition of “Material Adverse Effect” shall exclude clauses (B) through (D) with respect to any Action pending on the date hereof;

      (f) no Action shall be pending by the SEC, NASD or an Insurance Regulator which seeks to impose conditions upon the ownership or operations of the Company or the operations of Buyer or any Subsidiary of Buyer that would reasonably be expected to result in a Material Adverse Effect or to materially impair the benefits that Buyer reasonably expects to obtain from the Transactions contemplated by this Agreement and the Ancillary Agreements;

      (g) Buyer shall have received opinions, dated as of the Closing Date, of Davis Polk & Wardwell, counsel for Seller and, with respect to Massachusetts Law, of Seller’s General Counsel, in substantially the form of Exhibit K and Exhibit L, respectively, attached hereto;

      (h) there shall not be a downgrade by A.M. Best Company of the financial strength or claims-paying ability of Hanover Insurance Company to a rating below “B++”; and

      (i) there shall not be a downgrade by Standard & Poor’s or Moody’s Investors Service, Inc. of the debt rating of Seller to a rating below “BB-” or “Ba3”, respectively.

      Section 9.03 . Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction of the following further conditions:

      (a) (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it at or prior to the Closing Date; (ii) each of the representations and warranties of Buyer contained in this Agreement shall be true and correct (determined for this purpose disregarding “material” or “materiality” qualifications) in all respects at and as of the Closing Date, as if made at and as of such date, with only such exceptions as, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on the ability of Buyer to consummate the Transactions contemplated by the Closing and perform its obligations hereunder and under the Ancillary Agreements that are contemplated to be executed and delivered at the Closing; and (iii) Seller shall have received a certificate signed by a senior executive officer of Buyer to the effect of the foregoing clauses (i) and (ii);

      (b) there shall not have been a Material Regulatory Effect and all authorizations, consents, Orders, approvals, declarations and filings contemplated by Section 9.01(a) shall have been obtained or made without the imposition of any adverse conditions, requirements or prohibitions upon Seller or any of its Affiliates that would reasonably be expected to materially impair the benefits that Seller reasonably expects to obtain from the transactions contemplated by this Agreement and the Ancillary Agreements;

      (c) there shall not be a downgrade by A.M. Best Company of financial strength or claims-paying ability of Hanover Insurance Company to a rating below “A-” which is primarily attributable to the announcement of the transactions contemplated hereby;

      (d) Seller shall have received an opinion, dated as of the Closing Date, of Sullivan & Cromwell LLP, counsel for Buyer, in substantially the form of Exhibit M attached hereto; and

      (e) Seller shall have received a certificate signed by the secretary of Buyer attaching all documents Seller may reasonably request with respect to the authorization of each of Buyer and its Affiliates with

respect to this Agreement and any Ancillary Agreements to be executed and delivered at the Closing to which it is a party, as applicable, all in form and substance reasonably satisfactory to Seller.

      Section 9.04 . Core Coinsurance Closing Conditions. (a) The obligations of Buyer and Seller to consummate the Core Coinsurance Closing are subject to the satisfaction of the following conditions:

      (i) all authorizations, consents, Orders or approvals of, or declarations or filings with, the applicable Insurance Regulators required to consummate the Core Coinsurance Closing shall have been obtained or made;

      (ii) no provision of any applicable statute, rule, law or regulation and no SEC, NASD, Insurance Regulation or court order shall prohibit the consummation of the Core Coinsurance Closing;

      (iii) all of the conditions to the consummation of the Closing have been satisfied or waived; and

      (iv) no Action shall be pending by the SEC, NASD or an Insurance Regulator which involves a challenge to or seeks to prohibit, prevent, restrain, delay, make illegal, render invalid, or otherwise materially interfere with the consummation of the Core Coinsurance Closing.

      (b) The obligation of Buyer to consummate the Core Coinsurance Closing is subject to satisfaction of the following conditions:

      (i) (A) Seller shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it on or prior to the date of the Core Coinsurance Closing; and (B) Buyer shall have received a certificate signed by a senior executive officer of Seller to the effect of the foregoing clause (A); and

      (ii) all authorizations, consents, Orders, approvals, declarations and filings contemplated by Section 9.04(a)(i) shall have been obtained or made without the imposition of any conditions upon Buyer or any of its Affiliates that would reasonably be expected to result in a Material Adverse Effect or to materially impair the benefit that Buyer reasonably expects to obtain from the Transactions contemplated by this Agreement and the Ancillary Agreements.

      (c) The obligation of Seller to consummate the Core Coinsurance Closing is subject to satisfaction of the following conditions:

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      (i) FAFLIC shall have received full reinsurance credit, as the ceding company, for all Insurance Contracts subject to the Core Coinsurance Agreement;

      (ii) (A) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it at or prior to the date of the Core Coinsurance Closing; and (B) Seller shall have received a certificate signed by a senior executive officer of Buyer to the effect of the foregoing clause (A);

      (iii) there shall not have been a Material Regulatory Effect and all authorizations, consents, Orders, approvals, declarations and filings contemplated by Section 9.04(a)(i) shall have been obtained or made without the imposition, individually or in the aggregate, of any adverse conditions upon Seller or any of its Affiliates that would reasonably be expected to materially impair the benefit that Seller reasonably expects to obtain from the Transactions contemplated by this Agreement and the Ancillary Agreements; and

      (iv) the DOI shall have authorized FAFLIC to distribute to Seller at the Core Coinsurance Closing an amount equal to the Core Coinsurance Closing Adjustment by means of a dividend and such authorization remains in full force and effect.

      Section 9.05 . Non-Core Coinsurance Closing Conditions. (a) The obligations of Buyer and Seller to consummate the Non-Core Coinsurance Closing are subject to the satisfaction of the following conditions:

      (i) all authorizations, consents, Orders or approvals of, or declarations or filings with, the applicable Insurance Regulators required to consummate the Non-Core Coinsurance Closing shall have been obtained or made;

      (ii) no provision of any applicable Law and no Order shall prohibit the consummation of the Non-Core Coinsurance Closing;

      (iii) all of the conditions to the consummation of the Closing and the Core Coinsurance Closing have been satisfied or waived; and

      (iv) no Action shall be pending by the SEC, NASD or an Insurance Regulator which involves a challenge to or seeks to prohibit, prevent, restrain, delay, make illegal, render invalid, or otherwise materially interfere with the consummation of the Non-Core Coinsurance Closing.

      (b) The obligation of Buyer to consummate the Non-Core Coinsurance Closing is subject to satisfaction of the following conditions:

      (i) AFLIAC shall have received full reinsurance credit, as the ceding company, for all Non-Core Insurance Contracts subject to the Non-Core Coinsurance Agreement;

      (ii) (A) Seller shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it on or prior to the date of the Non-Core Coinsurance Closing; and (B) Buyer shall have received a certificate signed by a senior executive officer of Seller to the effect of the foregoing clause (A); and

      (iii) all authorizations, consents, Orders, approvals, declarations and filings contemplated in connection with the Non-Core Coinsurance Closing shall have been obtained or made without the imposition of any non-immaterial adverse conditions upon Buyer, the Company or any of their respective Affiliates.

      (c) The obligation of Seller to consummate the Non-Core Coinsurance Closing is subject to satisfaction of the following conditions:

      (i) (A) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it at or prior to the date of the Non-Core Coinsurance Closing; and (B) Seller shall have received a certificate signed by a senior executive officer of Buyer to the effect of the foregoing clause (A); and

      (ii) all authorizations, consents, Orders, approvals, declarations and filings contemplated in connection with the Non-Core Coinsurance Closing shall have been obtained or made without the imposition, individually or in the aggregate, of any non-immaterial (with respect to the amount of net Liabilities being transferred at the Non-Core Coinsurance Closing) adverse conditions upon Seller or any of its Affiliates, it being understood for the avoidance of doubt that any additional capital requirements or diminutions on FAFLIC’s ability to pay dividends as a result of the Non-Core Coinsurance Closing would be deemed to be a “non-immaterial adverse condition”.

      Section 9.06 . AIT Merger Closing Conditions. (a) The obligations of Buyer and Seller to consummate the AIT Merger Closing and the purchase and sale of the AFIMS Shares are subject to the satisfaction of the following conditions:

      (i) all authorizations, consents, Orders or approvals of, or declarations or filings with, the SEC and any other applicable Governmental Entity having jurisdiction over the transactions to occur at the consummation of the AIT Reorganization Agreement required to consummate the AIT Merger Closing shall have been obtained or made;

      (ii) no provision of any applicable statute, rule, law or regulation and no SEC, NASD, Insurance Regulator or court order shall prohibit the consummation of the AIT Merger Closing;

      (iii) all of the conditions to the consummation of the Closing have been satisfied or waived;

      (iv) all of the conditions to the consummation of the AIT Merger Closing set forth in the AIT Reorganization Agreement have been satisfied or waived; and

      (v) no Action shall be pending by the SEC, NASD or an Insurance Regulator which involves a challenge to or seeks to prohibit, prevent, restrain, delay, make illegal, render invalid, or otherwise materially interfere with the consummation of the AIT Merger Closing.

      (b) The obligation of Buyer to consummate the AIT Merger Closing and the purchase of the AFIMS Shares is subject to satisfaction of the following conditions:

      (i) (A) Seller shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it on or prior to the date of the AIT Merger Closing; and (B) Buyer shall have received a certificate signed by a senior executive officer of Seller to the effect of the foregoing clause (A); and

      (ii) All authorizations, consents, Orders, approvals, declarations and filings contemplated by Section 9.06(a)(i) shall have been obtained or made without the imposition of any conditions upon Buyer or any of its Affiliates that would reasonably be expected to result in a Material Adverse Effect or to materially impair the benefit that Buyer reasonably expects to obtain from the Transactions contemplated by this Agreement and the Ancillary Agreements.

      (c) The obligation of Seller to consummate the AIT Merger Closing and the sale of the AFIMS Shares is subject to satisfaction of the following conditions:

      (i) (A) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed or complied with by it at or prior to the date of the AIT Merger Closing; and (B) Seller shall have received a certificate signed by a senior executive officer of Buyer to the effect of the foregoing clause (A); and

      (ii) All authorizations, consents, Orders, approvals, declarations and filings contemplated by Section 9.06(a)(i) shall have been obtained or made without the imposition, individually or in the aggregate, of any adverse conditions upon Seller or any of its Affiliates that would reasonably be expected to materially impair the benefit that Seller reasonably expects to obtain from the Transactions contemplated by this Agreement and the Ancillary Agreements.

      Section 10.01 . Survival. (a) The representations and warranties of the parties hereto contained in this Agreement, the Ancillary Agreements or in any certificate or other writing delivered pursuant hereto or thereto, or in connection herewith or therewith, will survive the Closing until (i) if the Closing Date is within the calendar year 2005, the 18 month anniversary of the Closing Date, (ii) if the Closing Date is within January, February or March of 2006, the 20 month anniversary of the Closing Date or (iii) if the Closing Date is after March 31, 2006, the later of (1) the 18 month anniversary of the Closing Date and (2) the last day of the third month following the first full calendar year following the Closing Date; provided that the representations and warranties contained in Sections 3.01, 3.02, 3.05, 3.06, 3.07, 3.17, 3.18 and 3.19 (the “ Specified Warranties ”) and Sections 4.01, 4.02, 4.09 and 4.10 shall survive indefinitely or until expiration of the relevant statute of limitation.

      (b) The covenants and agreements of the parties hereto contained in this Agreement, the Ancillary Agreements or in any certificate or other writing delivered pursuant hereto or thereto, or in connection herewith or therewith, shall survive the Closing indefinitely or until expiration of the relevant statute of limitation or, if a shorter period is explicitly specified herein or therein, for such shorter period, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the expiration of the relevant statute of limitation.

      (c) Notwithstanding the preceding paragraphs of this Section 10.01 any inaccuracy or breach of representations, warranties, covenants or agreements in respect of which indemnity may be sought under this Agreement shall survive the

time at which it would otherwise terminate pursuant to the preceding paragraphs, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity, providing a reasonably detailed description (in light of the information available at the time of the notice) as to the basis for such claim of breach, shall have been given to the party against whom such indemnity may be sought prior to such time.

      Section 10.02 . Indemnification. The parties shall indemnify each other as follows:

      (a) Effective at and after the Closing, and subject to the other provisions of this Article 10, Seller hereby indemnifies Buyer and its Affiliates (including, for the avoidance of doubt, the Company from and after the Closing) and their respective successors and assigns (the “ Buyer Indemnified Persons ”) against, and agrees to hold each of them harmless from, and reimburse them for, any and all Losses actually imposed on or incurred or suffered by any Buyer Indemnified Person, arising out of or resulting from:

      (i) (A) the operations or conduct of the business of any Seller Retained Subsidiary (other than FAFLIC with respect to the Core Coinsurance Business) before the Closing, (B) the operations or conduct of the business of AFIMS before the AIT Merger Closing or (C) any AFC Assumed Liability;

      (ii) the Non-Core Business, whether incurred or arising before or after the Closing, provided that the Buyer Indemnified Persons shall not be entitled to indemnification for Losses under this Section 10.02(a)(ii) to the extent that such Losses arise out of or result from any breach by the Company of the Non-Core Administrative Services Agreement;

      (iii) any misrepresentation or breach of warranty (each such misrepresentation and breach of warranty, a “ Warranty Breach ”) contained in this Agreement or any Ancillary Agreement or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith (disregarding for purposes of this Section 10.02(a)(iii) any qualifications relating to materiality, including the term “Material Adverse Effect”, except with respect to Section 3.25(a)); provided that with respect to indemnification by Seller for Warranty Breaches pursuant to this Section 10.02(a)(iii) (other than Warranty Breaches pursuant to the Specified Warranties), (A) Seller shall not be liable for any such individual Warranty Breach (and such Warranty Breach shall be disregarded for all purposes hereunder) unless the Losses (including, for the avoidance of doubt, Losses arising from Mitigation Actions) with respect to such individual Warranty Breach exceed $5,000 (it being understood that all Warranty Breaches arising from the same

nucleus of operative facts shall collectively be deemed an individual Warranty Breach for purposes of this clause (A)), (B) Seller shall not be liable for any such Warranty Breaches unless and until the aggregate amount of Losses (including, for the avoidance of doubt, Losses arising from Mitigation Actions) with respect to such Warranty Breaches exceeds $5,000,000 and then only to the extent of such excess, (C) Seller’s maximum liability for all such Losses (including, for the avoidance of doubt, Losses arising from Mitigation Actions) resulting from such Warranty Breaches shall not exceed an amount equal to 50% of the Purchase Price, and (D) Seller’s maximum aggregate liability for all such losses (including, for the avoidance of doubt, Losses arising from Mitigation Actions) resulting from such Warranty Breaches, together with any liability of Seller for indemnification claims under 10.02(a)(iv)(B)(3) -(7), shall not exceed an amount equal to the Purchase Price; and provided further that no claim for indemnification may be made for a Warranty Breach to the extent that a claim based on the same nucleus of operative facts was the subject of and resolved by any dispute governed by Article 2 (it being understood that, for the avoidance of doubt, this proviso shall not apply to the extent Buyer obtains additional relevant information after the resolution of a claim under Article 2);

      (iv) (A) all pending or threatened third-party Actions against the Company or its Affiliates existing on the Closing Date (regardless of subject matter) (collectively, the “ Existing Claims ”) and all matters set forth on Schedule 10.02(a)(iv)(A) and (B) all pending, threatened or potential third-party Actions arising following the Closing Date and arising out of or resulting from (1) the claims made by the plaintiffs in the Existing Claims and arising from the same dispute, (2) facts or behavior occurring prior to the Closing Date that are substantially the same as or similar to those underlying the matters listed on Schedule 10.02(a)(iv)(B)(2), (3) facts or behavior occurring prior to the Closing Date (other than, for the avoidance of doubt, those included in Section 10.02(a)(iv)(B)(2) that are substantially the same as or similar to those underlying an Existing Claim, (4) Producer Agreements, compensation, labor practices or unfair trade practices in dealing with Producers, in each case occurring prior to the Closing Date, (5) claims practices occurring prior to the Closing Date, (6) sales, selling materials (except prospectuses (which include related Statements of Additional Information)), customer service and reporting and management, and investment practices, and unfair trade practices in dealing with customers, including suitability, misrepresentation, negligence, fraud, breach of fiduciary duty, failure to supervise, conflicts of interest, market timing, late trading, or churning, in each case relating to (x) actions by agents appointed by the Company, FAFLIC or VeraVest (or by any of the Company, FAFLIC or VeraVest as

to selling materials other than prospectuses (which include related Statements of Additional Information)) occurring prior to the Closing Date or (y) actions by employees or other personnel of the Company, FAFLIC or VeraVest with respect to investment allocation advice, or conservation or retention programs, in each case occurring prior to the Closing Date, or (7) matters listed on Schedule 10.02(a)(iv)(B)(7) (collectively as to the foregoing clauses (1) through (7), the “ New Claims ”, and together with the Existing Claims, the “ Claims ”); provided that Seller’s maximum aggregate liability for all indemnification claims under Section 10.02(a)(iv)(B)(3) -(7), together with any liability for Losses (including, for the avoidance of doubt, Losses arising from Mitigation Actions) resulting from Warranty Breaches under Section 10.02(a)(iii) (other than Losses (including, for the avoidance of doubt, Losses arising from Mitigation Actions) resulting from Warranty Breaches pursuant to the Specified Warranties), shall not exceed an amount equal to the Purchase Price; and

      (v) any breach of covenant or agreement made or to be performed by Seller or its Affiliates pursuant to this Agreement.

provided that, with respect to each of the foregoing clauses (i) through (v), as applicable:

      (I) any Shared Losses subject to indemnification by Seller pursuant to Section 10.02(a)(iii) shall be paid by Seller as follows: (x) 100% of the first $10,000,000 of the aggregate incurred Shared Losses, (y) 66 ² / ₃ % of the aggregate incurred Shared Losses in excess of $10,000,000 and up to and including an aggregate of $50,000,000 of Shared Losses, and (z) 100% of the aggregate incurred Shared Losses in excess of $50,000,000 (it being understood, for the avoidance of doubt, that the limitations with respect to indemnification set forth in Section 10.02(a)(iii) apply to indemnification for Shared Losses);

      (II) the Buyer Indemnified Persons shall be entitled to indemnification by Seller for Losses arising out of or resulting from (x) the matters disclosed to Seller by Buyer in writing on or prior to the date hereof that the parties agree shall be subject to this proviso and (y) the matters set forth on Schedule 3.21(b) only to the extent such Losses are included within (1) clause (ii) of the definition of Losses or (2) clause (iii) of the definition of Losses and were incurred in connection with Losses included within clause (ii) of the definition of Losses; and

      (III) Seller shall have no liability for the following out-of-pocket expenses of any Buyer Indemnified Person in connection with the defense of a Claim or a Third Party Representation Claim controlled by Seller: (1) the salaries and benefits of employees of any Buyer Indemnified Person or (2) the fees and expenses of any independent counsel retained by any Buyer Indemnified Person, unless there exists a reasonable likelihood of an actual conflict of interest between such Buyer Indemnified Person and Seller with respect to such Third Party Representation Claim or Claim, in which case this clause (III)(2) shall not apply and Seller shall be responsible for the reasonable fees and expenses of one independent counsel for all Buyer Indemnified Persons in each applicable jurisdiction, provided that no actual conflict of interest shall be deemed to exist as a result of the Buyer Indemnified Persons, on the one hand, and Seller, or one or more of Seller’s Affiliates, on the other hand, being co-defendants if Seller acknowledges in writing its obligation under this Section 10.02 to indemnify the Buyer Indemnified Persons for Losses arising out of or resulting from such Claim or Third Party Representation Claim.

      For the avoidance of doubt, if a claim for indemnification is made by Buyer with respect to a Shared Loss, such claim shall be applied first to the $5,000,000 deductible set forth in Section 10.02(a)(iii)(B) above, and after such deductible is not available to Seller, shall be allocated as provided in clause (I) above until no further obligations of Seller exist due to the application of the caps set forth in Sections 10.02(a)(iii)(C) and 10.02(a)(iii)(D) above. As an illustration of the foregoing principle by way of example only, assume that Buyer makes a claim for indemnification in the amount of $1,000,000, and Seller does not reimburse Buyer for such Loss because the amount claimed does not reach the $5,000,000 deductible specified in Section 10.02(a)(iii)(B): in such case, the amount of $1,000,000 claimed by Buyer will not be attributed to Seller for purposes of the calculation of the staggered indemnification thresholds set forth in clause (I)(x), (y) and (z) of the immediately preceding proviso.

      (b) Effective at and after the Closing, Buyer hereby indemnifies Seller and its Affiliates and their respective successors and assigns (the “ Seller Indemnified Persons ”) against, and agrees to hold each of them harmless from, and reimburse them for, any and all Losses actually imposed on or incurred or suffered by any Seller Indemnified Person arising out of or resulting from (i) any Warranty Breach (disregarding for purposes of this Section 10.02(b)(i) any qualifications relating to materiality, including the term “Material Adverse Effect”), (ii) any Liability arising out of the conduct of the Core Business following the Closing and the conduct of the Funds Business following the AIT Merger Closing and (iii) any breach of covenant or agreement made or to be

performed by Buyer or its Affiliates pursuant to this Agreement; provided that with respect to indemnification by Buyer for Warranty Breaches pursuant to Section 10.02(b)(i) (other than Warranty Breaches pursuant to Sections 4.01, 4.02, 4.09 and 4.10): (A) Buyer shall not be liable for any individual Warranty Breach (and such Warranty Breach shall be disregarded for all purposes hereunder) unless the Losses with respect to such Warranty Breach exceeds $5,000 (it being understood that all Warranty Breaches arising from the same nucleus of operative facts shall collectively be deemed an individual Warranty Breach for purposes of this clause (A)), (B) Buyer shall not be liable for Warranty Breaches unless the aggregate amount of Losses with respect to such Warranty Breaches exceeds $5,000,000 and then only to the extent of such excess and (C) Buyer’s maximum liability for all such Warranty Breaches shall not exceed an amount equal to 50% of the Purchase Price.

      (c) If Seller consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its properties and assets to any Person and Seller determines that any such transaction requires, as a matter of applicable Law, the approval of Seller’s shareholders, Seller shall, as a condition precedent to such transaction, cause the Person formed by such consolidation or into which Seller is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of Seller to expressly assume, by an instrument executed and delivered to Buyer, all obligations and liabilities of Seller pursuant to Section 8.01 and Article 10 hereof.

      (d) A Buyer Indemnified Person may elect, at its discretion, to pursue a claim for indemnification covered by both Sections 10.02(a)(iii) and 10.02(a)(iv) under either such Section, but in no such event shall any Buyer Indemnified Party be entitled to duplicative recovery.

      Section 10.03 . Procedure for Third Party Claims. (a) The party seeking indemnification under Section 10.02 (the “ Indemnified Party ”) agrees to give prompt written notice to the party from whom indemnity is sought (the “ Indemnifying Party ”) of the assertion of any Action in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent, and only to the extent, that such failure shall have actually prejudiced the Indemnifying Party in the defenses or other rights available to the Indemnifying Party.

      (b) Seller shall be responsible for assuming control and diligently defending each Claim and each Third Party Representation Claim (in each case with counsel reasonably acceptable to Buyer; it being agreed, however, that all current counsel with respect to the Existing Claims is acceptable to Buyer), unless

Buyer elects under Sections 10.03(c), 10.03(d), 10.03(f) or 10.03(g) to assume control of the defense of the Claim or a Third Party Representation Claim.

      (c) With respect to each New Claim and Third Party Representation Claim, Seller shall notify Buyer, not later than the earlier of (i) the time Seller makes a determination that it is not liable under Section 10.02(a) with respect to such New Claim or Third Party Representation Claim, which determination Seller shall make as promptly as reasonably practicable, and (ii) 180 days after assuming control of the defense thereof, whether or not Seller acknowledges that such New Claim or Third Party Representation Claim is covered by Seller’s indemnification obligations under Section 10.02(a) . If Seller notifies Buyer in writing on or prior to the earlier of the dates described in clauses (i) and (ii) above that Seller has determined that it has no indemnification obligation under Section 10.02(a) with respect to such New Claim or Third Party Representation Claim or fails to provide such notification, then Buyer (or another Buyer Indemnified Party) shall at such time be entitled to assume control of the defense of such New Claim or Third Party Representation Claim without agreeing to the ultimate liability as between Buyer and Seller with respect to such New Claim or Third Party Representation Claim, subject to Seller having the right to re-assume control upon acknowledging in writing that such New Claim or Third Party Representation Claim is covered by Seller’s indemnification obligations under Section 10.02(a) .

      (d) Regardless of who controls the defense of a Claim or a Third Party Representation Claim, no party shall enter into a settlement of a Claim or a Third Party Representation Claim without the other party’s prior written consent (which shall not be unreasonably withheld), it being understood that if a party is solely responsible for all financial costs of such settlement and such settlement (A) provides solely for monetary payments, (B) does not contain an admission of guilt or liability by any other party or any of such other party’s Affiliates and (C) includes a full and unconditional release of each other party and of all of such other party’s Affiliates from all liabilities in respect of such Claim or Third Party Representation Claim, then any refusal of the other party to consent to such settlement shall be deemed to have been unreasonably withheld. Notwithstanding the foregoing sentence, Buyer may, in its sole discretion, for any reason withhold its consent to any settlement of a Claim or Third Party Representation Claim proposed by Seller, provided that Buyer (i) assumes control of the defense of such Claim or Third Party Representation Claim, (ii) pays 100% of (x) all reasonable legal costs (including all attorney’s fees and expenses and other out-of-pocket expenses) incurred thereafter by any party in connection with such Claim or Third Party Representation Claim and (y) all costs of any settlement, judicial award or judgment, or regulatory fine or penalty with respect to such Claim or Third Party Representation Claim to the extent exceeding Seller’s proposed settlement amount, and (iii) indemnifies each Seller Indemnified Person against any incremental adverse consequences of such settlement, judicial award or judgment,

or regulatory fine or penalty relative to the consequences that the settlement proposed by Seller would have had if such settlement had been effected (including any incremental adverse precedent for Seller or its Affiliates or their respective businesses or for the Core Business, the Funds Business, the Non-Core Business, the Company or AFIMS) resulting from such settlement, judicial award or judgment, or regulatory fine or penalty relative to the adverse precedent for such entities and businesses that would have resulted from the settlement proposed by Seller if such settlement had been effected; provided that, except with respect to the Core Business, the Funds Business, the Non-Core Business, the Company and AFIMS, to none of which this proviso applies, the incremental adverse precedent described above shall include only such precedent that does, or would be reasonably expected to, adversely affect Seller, any of its Affiliates or their respective businesses in a manner disproportionate to the manner in which it adversely affects, or would be reasonably expected to adversely affect, (A) the property and casualty, (B) the life and annuity or (C) health insurance industries, as applicable, in the United States generally), except to the extent such disproportionate effect results from the policyholder demographics, the product mix or the design or product features of Seller, any of its Affiliates or their respective businesses.

      (e) With respect to (i) all Existing Claims and (ii) following the Closing Date, after any Buyer Indemnified Party acquires knowledge of any fact or circumstance (whether discovered by such Buyer Indemnified Party or brought to its attention by Seller or a third party, including through a Claim) that results in or reasonably would be expected to result in a New Claim, a Warranty Breach or a Third Party Representation Claim, Buyer will notify Seller promptly thereof ( provided that Buyer’s failure to so notify Seller shall not relieve Seller of its obligations hereunder, except to the extent, and only to the extent, that such failure shall have actually prejudiced Seller in the defenses or other rights available to Seller) and Buyer shall implement, and cause each other Buyer Indemnified Party to implement, such reasonable actions as Seller shall request in writing for the purposes of mitigating the possible Losses arising therefrom (such actions, “ Mitigation Actions ”). In determining whether a proposed Mitigation Action is reasonable, the parties will take into account, among other relevant factors, (A) the requirements of Law and any applicable life insurance policy or annuity contract, (B) what is reasonably advisable in order to avoid a material potential Liability to the relevant policyholder or contract holder or an action by a Governmental Entity and any additional Losses that are reasonably likely to arise from taking such Mitigation Action, (C) the industry standards and practices in respect of similar facts and circumstances, (D) the monetary costs and benefits of such action (as opposed to no action or alternative possible actions) to Buyer (without regard to the existence of any indemnification obligation of Seller under this Article 10) and (E) the effects of such action on the reputation of the Core Business and the ongoing conduct of the Core Business. Notwithstanding the

foregoing, Buyer shall not be required to implement a Mitigation Action if (x) Buyer reasonably believes that such Mitigation Action is inconsistent with material legal positions or theories actually advanced or intended to be advanced by Buyer or any of its Affiliates in a legal or regulatory proceeding in connection with its business operations (including the business operations acquired hereunder) and (y) Buyer agrees to pay 100% of all Losses (including legal costs (including all attorney’s fees and expenses and other out-of-pocket expenses) and the costs of any settlement, judicial award or judgment, regulatory fine or penalty or corrective or remedial action) in excess of the reasonably proposed and documented costs of the remedial action proposed by Seller under this Section 10.03(e) .

      (f) With respect to any Claim or Third Party Representation Claim, in the event such Claim or Third Party Representation Claim (i) involves a claim for and is reasonably likely to result in Losses in excess of $75 million and it is reasonably likely that Seller will be unable to pay such Losses, (ii) seeks injunctive or equitable relief affecting a general practice of the Core Business or (iii) is unresolved at a time when the Standard & Poor’s rating of Seller’s senior debt is “B-” or lower (or Seller’s senior debt is unrated by Standard & Poor’s), and, as to (iii), either (x) it is reasonably likely that the Losses resulting from all Claims and Third-Party Representation Claims then unresolved or unpaid will equal or exceed $15 million or (y) it is reasonably likely that such Losses resulting from all Claims and Third Party Representation Claims then unresolved or unpaid will be less than $15 million but it is reasonably likely that Seller will be unable to pay all such Losses, Buyer may elect, following discussion with Seller, either (1) with respect to a Claim or Third Party Representation Claim for which Seller has not retained outside counsel, to require Seller to engage an outside counsel (reasonably acceptable to Buyer) to substantively handle the defense at Seller’s expense or (2) to assume control of the defense with counsel selected by Buyer (reasonably acceptable to Seller) with the expense of such counsel borne 50% by Buyer and 50 percent by Seller.

      (g) With respect to any investigation or Action by the SEC or NASD, the parties agree to follow the procedures and observe the terms and conditions set forth in Schedule 10.03(g).

      (h) Regardless of which party controls the defense of a Claim or a Third Party Representation Claim, the parties shall share all information regarding such Claim or Third Party Representation Claim. The controlling party with respect to each Claim or Third Party Representation Claim (i) shall allow the other party adequate opportunity to monitor and consult with it and its outside counsel with respect to such defense, including any settlement discussions, (ii) shall give the other party’s views good faith consideration in connection with all significant decisions, including decisions with respect to settlement (it being understood that

the controlling party has no obligation to follow or implement the other party’s views or recommendations) and (iii) if Buyer is the controlling party pursuant to Sections 10.03(c), 10.03(d), 10.03(e), 10.03(f) and 10.03(g), shall allow Seller to attend for monitoring purposes all settlement discussions. Such monitoring and consultation by the other party shall be at its own expense, except as provided in clause (III) of the proviso at the end of Section 10.02(a) .

      (i) In furtherance of the foregoing, the parties recognize that they have common interests in the defense of certain litigation which may result in the exchange between the parties or their counsel of documents or other information that is subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “ Privileges ”; and such exchanged documents and other information collectively, the “Privileged Information” ) and agree to take reasonable best efforts to protect and maintain, and to cause their Affiliates to protect and maintain, any applicable claim to Privilege in order to protect such Privileged Information from disclosure or use. Without limiting the generality of the foregoing, Seller, Buyer and their Affiliates shall not (i) waive any Privilege with respect to any such Privileged Information, (ii) fail to defend in a commercially reasonable manner any Privilege with respect to any such Privileged Information, or (iii) fail to take any other commercially reasonable action necessary to preserve any Privilege with respect to any such Privileged Information (each of the actions in clauses (i) through (iii), a “Waiver” ). Notwithstanding the foregoing, Seller or Buyer or any of their Affiliates may effect a Waiver (1) of factual information, i.e. , information not including the mental impressions or analysis of attorneys or consultants, which factual information is Privileged solely as a result of the work product doctrine; provided that such party states in writing in connection with any such production that such production does not constitute a Waiver as to any other Privileged Information or obtains adequate assurances that such production will not constitute a Waiver as to any other Privileged Information, (2) with the prior written consent of the other party hereto (including on behalf of any affected Affiliate), (3) if in the written opinion of the Waiving party’s counsel addressed to the non-Waiving party (such counsel to be reasonably acceptable to the non-Waiving party) such Waiver is required by Law or Order, (4) if such Waiver has or would reasonably be expected to have an immaterial adverse effect on the Losses directly or indirectly incurred or suffered by the non-Waiving party or for which the non-Waiving party is otherwise responsible (including through indemnification under Section 10.02(a) or 10.02(b), as applicable) arising out of or resulting from any pending third-party Action or any future third-party Action, (5) if such Waiver has or would reasonably be expected to have a non-immaterial adverse effect on the Losses directly or indirectly incurred or suffered by the non-Waiving party or for which the non-Waiving party is otherwise responsible (including through indemnification under Section 10.02(a) or 10.02(b), as applicable) arising out of or resulting from any pending third-party Action or any

future third-party Action and the Waiving party (or whose Affiliate shall be effecting such Waiver) pays the non-Waiving party 50 percent of all Losses incurred or suffered after such Waiver by the non-Waiving party or any of its Affiliates arising out of or resulting from such pending third-party Action or such future third-party Action, or (6) if, in the case of a Waiver effected by Buyer or any of its Affiliates, Buyer or its Affiliates have effected any such Waiver in connection with any third-party Action the defense of which Buyer has assumed, pursuant to Section 10.03(c) or otherwise, and with respect to which third-party Action Seller has no obligation to indemnify Buyer hereunder; provided that, in the case of clause (6), if such Waiver has or would reasonably be expected to have a non-immaterial adverse effect on the Losses directly or indirectly incurred or suffered by Seller or for which Seller is otherwise responsible (including through indemnification under Section 10.02(a)), arising out of or resulting from a third-party Action, Buyer (or Buyer’s Affiliate effecting such Waiver) shall pay Seller 50 percent of all Losses (x) for which Seller is responsible to Buyer or its Affiliates under this Agreement (including through indemnification under Section 10.02(a)), (y) incurred or suffered after such Waiver by Seller or any of its Affiliates and (z) to the extent arising out of or resulting from such third-party Action; and provided further that, in the case of clauses (1) through (6) above, the party affecting any Waiver shall have given prior notice to the non-Waiving party and consulted in good faith regarding such Waiver. For the avoidance of doubt, obligations of Buyer set forth in clauses (5) and (6) above shall apply with respect to any Waiver (to the extent such clauses are otherwise applicable under the terms thereof) if the Waiver permitted by clause (1) above results in, or is accompanied by, a Waiver of any other Privileged Information. The obligation to reimburse Losses under the foregoing clauses (5) and (6) shall not in itself result in any right to control or participate in the defense of any third-party Action. Notwithstanding anything else in this Agreement to the contrary, no party or its representatives shall be obliged to share or provide access to any Privileged Information prior to or at the Closing.

      (j) Each party shall reasonably cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of each Claim and Third Party Representation Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. Without limiting the generality of the foregoing, the parties and their Affiliates shall cooperate reasonably with each other and their counsel in the investigation, trial and defense of any Claim or Third Party Representation Claim (including the filing of any cross-claim, counterclaim or other proceeding deemed reasonably appropriate by Seller) and any appeal arising therefrom. Such cooperation shall include the parties and their Affiliates giving prompt written notice to each other of any notice, request, pleading or similar matter they shall

receive relating to any Claim and Third Party Representation Claim, and making available, without charge upon reasonable advance notice and during normal business hours, to each other and their counsel such of their and their Affiliates’ books, records, documents and other data, and such of their and their Affiliates’ Representatives as shall be reasonably necessary. The parties and their Affiliates hereby agree to retain all such books, records, documents and other data in accordance with their document retention policies as in effect from time to time.

      (k) Buyer shall use reasonable efforts to collect any amounts available under those insurance policies set forth on Schedule 3.30(a) hereto (to the extent of Buyer’s rights to make claims and receive proceeds directly under such policies) and, upon Seller’s written request, from any other Person alleged to be responsible, in each case for any Losses indemnified by Seller under Section 10.02. Buyer’s obligations under this Section 10.03(k) shall not alter, reduce or obviate in any manner Seller’s indemnification obligations under this Article 10 except as contemplated by Section 10.04(a) .

      (l) Any dispute between the parties with regard to whether a party has an indemnification obligation under Article 10 shall be exclusively resolved through an expedited arbitration proceeding under the rules of JAMS/Endispute by three arbitrators appointed in accordance with this paragraph, each of whom shall be persons with experience in the life insurance and annuity industries, with the non-prevailing party reimbursing the prevailing party for its reasonable legal costs, unless the arbitrators determine that the non-prevailing party had reasonable good-faith grounds for asserting its position in such arbitration proceeding. The party initiating the arbitration shall appoint one arbitrator within 30 days of such initiation, and the respondent in such arbitration shall appoint a second arbitrator no later than 30 days thereafter. The third arbitrator shall be jointly appointed by the first and second arbitrators within 30 days of the nomination of the second arbitrator. The arbitration decision shall be final, binding and enforceable upon the parties.

      Section 10.04 . Calculation of Losses. (a) The amount of any Losses payable under Article 10 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, (ii) any Tax benefit actually realized by the Indemnified Party, and (iii) amounts received by an Indemnified Party with respect to the same Losses pursuant to the Non-Core Coinsurance Agreement. If the Indemnified Party actually recovers any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment

up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

      (b) The Indemnifying Party shall not be liable under Section 10.02 for any (i) Losses relating to any matter to the extent that reserves for such Losses were expressly set forth on the Pro Forma Closing Balance Sheet and such reserves reduced the amount of the Final Adjustment or (ii) consequential or punitive Losses (unless such Losses were obtained by a third party in connection with a Claim or a Third Party Representation Claim).

      Section 10.05 . Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 10.02 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a “ Potential Contributor ”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment; provided that a Buyer Indemnified Person is not required to assign such rights under insurance policies except with respect to those insurance policies set forth on Schedule 3.30(a) hereto (to the extent of Buyer’s rights to make claims and receive proceeds directly under such policies).

      Section 10.06 . Exclusivity. Effective as of the Closing, Buyer waives any rights and claims Buyer may have against Seller, whether in law or in equity, relating to the Company or the Shares or the Transactions, except for rights and claims expressly contemplated by this Agreement (including Articles 2, 8 and 10 hereof) or specifically in any Ancillary Agreement and except for any claims of fraud. The rights and claims waived by Buyer include claims for contribution or other rights of recovery arising out of or relating to any Environmental Law (whether now or hereinafter in effect), claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other claims for breach of duty. Effective as of the Closing, the rights and claims expressly contemplated by Articles 2, 8 and 10 hereof or specifically in any Ancillary Agreement, except for any claims of fraud, shall provide the exclusive remedy and only source of procedures with respect to any claim relating to the Company or the Shares or the Transactions. Article 8 shall provide the exclusive remedy and only source of procedures with respect to any claim that is made under or subject to Article 8.

      Section 10.07 . Purchase Price Adjustment and Interest. Any amount paid by Seller or Buyer under Section 2.11, Section 6.03, 7.07 and 7.08 and Articles 8 and 10 will be treated as an adjustment to the Purchase Price.

ARTICLE 11
TERMINATION

      Section 11.01 . Termination Prior to Closing. This Agreement may be terminated at any time prior to the Closing:

     (a) by mutual written agreement of Seller and Buyer;

      (b) by either Seller or Buyer, if the Closing shall not have been consummated (other than through the failure of the applicable party seeking to terminate this Agreement pursuant to this Section 11.01(b) to fully and promptly comply with its obligations hereunder or under any Ancillary Agreement) on or before March 31, 2006;

      (c) by either Seller or Buyer, if consummation of the transactions contemplated to be consummated at the Closing would violate any nonappealable final Order of any Governmental Entity having competent jurisdiction;

      (d) by Seller, if (i) the DOI has objected to the treatment as admitted assets under SSAP 86 of certain hedging arrangements to be entered into by Buyer and its Affiliates and (ii) as a result, Seller would be required to contribute capital to the Company to cause the Statutory Adjusted Capital to equal or exceed the Target Closing Capital Amount; provided that Seller may not terminate this Agreement pursuant to this Section 11.01(d) if Buyer agrees to contribute to the Company any such required capital specified by the DOI;

      (e) by Seller, if the sum of the VA Purchase Price Adjustment and the VUL Purchase Price Adjustment is, in Seller’s good faith judgment, reasonably likely (including based on its estimate delivered pursuant to Section 2.02(b)) to result in a reduction of the purchase price expected to be received by Seller at Closing by an amount greater than $50,000,000; provided that Seller may not terminate this Agreement pursuant to this Section 11.01(e) if Buyer agrees to pay to Seller in cash the amount of any purchase price reduction in excess of $50,000,000; or

      (f) by either Buyer or Seller, if a breach of any provision of this Agreement has been committed by the other party so that a mutual condition to Closing or a condition to Closing for the benefit of the non-breaching party is not satisfied and such breach is incapable of cure.

The party desiring to terminate this Agreement pursuant to Section 11.01(b), 11.01(c), 11.01(d), 11.01(e), or 11.01(f), shall give notice of such termination to the other party.

      Section 11.02 . Termination Prior to Core Coinsurance Closing. This Agreement may be terminated, solely with respect to the transactions to be consummated at the Core Coinsurance Closing, at any time prior to the Core Coinsurance Closing:

      (a) by (i) mutual written agreement of Seller and Buyer or (ii) at the election of Seller (such election to be in Seller’s discretion);

      (b) by either Seller or Buyer, if consummation of the transactions contemplated to be consummated at the Core Coinsurance Closing would violate any nonappealable final Order of any Governmental Entity having competent jurisdiction; and

      (c) by either Seller or Buyer, if the Core Coinsurance Closing has not been consummated on or before the first anniversary of the Closing Date.

The party desiring to terminate this Agreement pursuant to Section 11.02(a)(ii), 11.02(b) or 11.02(c) shall give notice of such termination to the other party.

     Section 11.03 . Termination Prior to Non-Core Coinsurance Closing. This Agreement may be terminated, solely with respect to the Transactions to be consummated at the Non-Core Coinsurance Closing, at any time prior to the Non-Core Coinsurance Closing:

      (a) by (i) mutual written agreement of Seller and Buyer or (ii) at the election of Buyer (such election to be in Buyer’s discretion);

      (b) by either Seller or Buyer, if consummation of the transactions contemplated to be consummated at the Non-Core Coinsurance Closing would violate any nonappealable final Order of any Governmental Entity having competent jurisdiction; and

      (c) by either Buyer or Seller, if the Non-Core Coinsurance Closing has not been consummated on or before the first anniversary of the date of the Core Coinsurance Closing.

The party desiring to terminate this Agreement pursuant to Section 11.03(a)(ii), 11.03(b) or 11.03(c) shall give notice of such termination to the other party.

      Section 11.04 . Termination Prior to AIT Merger Closing. This Agreement may be terminated, solely with respect to the Transactions to be consummated at the AIT Merger Closing, at any time prior to the AIT Merger Closing:

     (a) by mutual written agreement of Seller and Buyer;

      (b) by either Seller or Buyer, if consummation of the transactions contemplated to be consummated at the AIT Merger Closing would violate any nonappealable final Order of any Governmental Entity having competent jurisdiction; and

      (c) upon termination of the AIT Reorganization Agreement without consummation of the transactions contemplated thereby.

The party desiring to terminate this Agreement pursuant to Section 11.04(b) shall give notice of such termination to the other party.

      Section 11.05 . Effect of Termination. If all or any portion of this Agreement is terminated as permitted by Sections 11.01, 11.02, 11.03, and 11.04, such termination shall be without liability of either party (or any Representative of such party) to the other party to this Agreement; provided that, if such termination shall result from the willful (i) failure of either party to fulfill a condition to the performance of the obligations of the other party, (ii) failure to perform a covenant of this Agreement or (iii) breach by either party hereto of any representation or warranty or agreement contained herein, such party shall be fully liable for all damages incurred or suffered by the other party as a result of such failure or breach, it being understood that such liability does not extend to any non-compensatory, punitive, indirect or consequential damages. The provisions of this Section 11.05 and Sections 6.01, 6.04, 12.03, 12.06, 12.07, 12.08, 12.09, 12.10, and 12.11, shall survive any termination hereof pursuant to Section 11.01, 11.02, 11.03, or 11.04.

      Section 12.01 . Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and shall be given,

or such other address or facsimile number as such party may hereafter specify for the purpose by advance notice to the other parties hereto. All such notices, requests and other communications shall be effective only upon (i) mailing of such notice, request or other communication and the actual receipt thereof by the

relevant party, or (ii) a facsimile transmission of such notice, request or other communication and the acknowledgment by the relevant party of receipt thereof.

      Section 12.02 . Amendments and Waivers; Remedies Cumulative. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

      (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

      Section 12.03 . Expenses. (a) Except for Transaction Expenses or as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

      (b) All Transaction Expenses shall be borne equally by Buyer and Seller; provided that (x) Buyer shall bear 100% of the New Vendor Payments and (y) the GSVIT Transaction Payments shall be allocated and borne by Buyer and Seller pursuant to Schedule 12.03. “ Transaction Expenses ” means any and all costs and expenses incurred in connection with (i) obtaining the consents of third parties in connection with the Transactions or approval of Governmental Authorities (including under Section 7.01); (ii) the making of any filings with, furnishing of information to or seeking to obtain any actions or waivers from any Governmental Entity (including under Section 7.02); and (iii) (A) itemized conversion costs actually incurred, and reasonably documented to Buyer, by Seller and its Affiliates of up to $7.0 million in the aggregate (other than the New Vendor Payments), and (B) itemized retention costs actually incurred, and reasonably documented to Buyer, by Seller and its Affiliates of up to $3.6 million in the aggregate, provided that Buyer shall only be required to pay such itemized, documented retention costs with respect to employees of Seller or its Affiliates actually engaged in providing such transition services. “ GSVIT Transaction Payments ” means the costs and expenses incurred in connection with the AIT Merger Closing set forth on Schedule 12.03. Buyer shall as promptly as practicable upon receipt from Seller of any demand for reimbursement of any such conversion or retention costs, review such itemized costs and the supporting materials therefor, which Seller shall provide to Buyer together with any demand for reimbursement. If Buyer disagrees in any respect with such conversion or retention costs submitted, the parties shall discuss in good faith for a period of 15 days, with the participation of appropriate personnel, any such disagreement and review Seller’s cost itemization and the supporting materials, with a view to promptly resolving any such disagreement and promptly reaching a mutually

acceptable calculation. If, following such 15-day period, the parties cannot reach such a mutually acceptable calculation, then Buyer shall reimburse Seller for the conversion or retention costs, as applicable, based on the itemization that Seller submitted to Buyer (as adjusted to reflect any disagreements of Buyer that Seller has agreed to accept). All conversion costs in excess of $7.0 million in the aggregate (other than the New Vendor Payments) shall be borne by Seller. All retention costs in excess of $3.6 million in the aggregate shall be borne by Seller. Transaction Expenses shall in no event include any compensation to be paid by Buyer to a Solicited Employee.

      (c) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest, but excluding, for the avoidance of doubt, any income or franchise Taxes) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any similar Tax) shall be borne equally by Buyer and Seller. Buyer will file all necessary Tax Returns and other documentation with respect to all such Taxes and fees, and, if required by applicable Law or Order, Seller will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

      Section 12.04 . No Rights of Setoff. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, any payment to be made by Buyer to Seller (including by Buyer to FAFLIC under Section 2.07 hereof) or Seller to Buyer, as applicable, hereunder shall not be subject to any setoff, counterclaim, deduction, withholding or recoupment for claims made pursuant to or amounts due or owing under this Agreement (including Article 10), any Ancillary Agreement or otherwise (except as otherwise permitted in any such agreement).

      Section 12.05 . Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither Seller nor Buyer may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other and any attempted assignment without the required consent shall be void; provided that no such consent from Seller shall be required for Buyer to assign part or all of its rights under this Agreement to one or more of its wholly-owned subsidiaries, but no such assignment shall relieve Buyer of any of its obligations hereunder.

      Section 12.06 . Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules thereof.

      Section 12.07 . Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the United States District Court for the District of Delaware or any Delaware state court, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.01 shall be deemed effective service of process on such party.

      Section 12.08 . Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 12.09 . Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns.

      Section 12.10 . Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

      Section 12.11 . Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions,

covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.