AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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BISYS Group, Inc | Buckeye Acquisition Sub, Inc | Citibank NA

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Delaware Date: 5/3/2007
Law Firm: Skadden, Arps, Slate, Meagher & Flom LLP

AGREEMENT AND PLAN OF MERGER, Parties: bisys group inc , buckeye acquisition sub inc , citibank na

EXECUTION COPY

_____________________________________________

AGREEMENT AND PLAN OF MERGER

By and Among

CITIBANK N.A.,

BUCKEYE ACQUISITION SUB, INC.,

and

THE BISYS GROUP, INC.

Dated as of May 1, 2007

_____________________________________________

TABLE OF CONTENTS

Page

Article I DEFINITIONS			1
	Section 1.1	Definitions	1

Article II THE MERGER			10
	Section 2.1	The Merger	10
	Section 2.2	Closing	10
	Section 2.3	Effective Time; Effect	10
	Section 2.4	Certificate of Incorporation and By-Laws	11
	Section 2.5	Board of Directors	11
	Section 2.6	Officers	11

Article III EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES			11
	Section 3.1	Effect on Securities	11
	Section 3.2	Exchange of Certificates	12
	Section 3.3	Stock Options	14
	Section 3.4	Restricted Stock Awards	15
	Section 3.5	Lost Certificates	15
	Section 3.6	Dissenting Shares	15
	Section 3.7	Transfers; No Further Ownership Rights	16
	Section 3.8	Withholding Rights	16

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			16
	Section 4.1	Organization and Qualification; Subsidiaries	16
	Section 4.2	Certificate of Incorporation and By-Laws	17
	Section 4.3	Capitalization	17
	Section 4.4	Authority Relative to Agreement	18
	Section 4.5	No Conflict; Required Filings and Consents	19
	Section 4.6	Permits and Licenses; Compliance with Laws	20
	Section 4.7	Company SEC Documents	21
	Section 4.8	Controls and Procedures	21
	Section 4.9	Absence of Certain Changes or Events	22
	Section 4.10	No Undisclosed Liabilities	22
	Section 4.11	Absence of Litigation	23
	Section 4.12	Employee Benefit Plans	23
	Section 4.13	Labor Matters	25
	Section 4.14	Intellectual Property	25
	Section 4.15	Taxes	27
	Section 4.16	Title to Properties; Assets	28
	Section 4.17	Material Contracts	29
	Section 4.18	Opinions of Financial Advisors	31

TABLE OF CONTENTS

Page

	Section 4.19	Anti-takeover Statutes	31
	Section 4.20	Vote Required	31
	Section 4.21	Brokers	32
	Section 4.22	Rights Plan	32
	Section 4.23	Interested Party Transactions	32
	Section 4.24	Insurance	32
	Section 4.25	Customers, Producers and Suppliers	32
	Section 4.26	SEC Order	33
	Section 4.27	Customer Disclosure Documents	33
	Section 4.28	Company Employees Serving as Director of a Fund	33
	Section 4.29	Environmental Laws and Regulations	33
	Section 4.30	Regulatory Reports, Registrations and Agreements	34
	Section 4.31	Books and Records	37
	Section 4.32	Investment Advisor and Investment Companies	37
	Section 4.33	Business Divisions	37
	Section 4.34	No Other Representations or Warranties	38

Article V REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION SUB			38
	Section 5.1	Organization and Qualification	39
	Section 5.2	Authority Relative to Agreement	39
	Section 5.3	No Conflict; Required Filings and Consents	39
	Section 5.4	Absence of Litigation	40
	Section 5.5	Available Funds	40
	Section 5.6	No Vote Required	41
	Section 5.7	Proxy Statement	41
	Section 5.8	Brokers	41
	Section 5.9	Disclaimer of Other Representations and Warranties	41

Article VI COVENANTS AND AGREEMENTS			42
	Section 6.1	Conduct of Business by the Company Pending the Merger	42
	Section 6.2	Proxy Statement	45
	Section 6.3	Stockholders' Meetings	46
	Section 6.4	Appropriate Action; Consents; Filings	46
	Section 6.5	Access to Information; Confidentiality	48
	Section 6.6	No Solicitation of Competing Proposal	50
	Section 6.7	Directors' and Officers' Indemnification and Insurance	53
	Section 6.8	Notification of Certain Matters	55
	Section 6.9	Public Announcements	55
	Section 6.10	Employee Matters	55
	Section 6.11	Financing	57

TABLE OF CONTENTS

Page

	Section 6.12	Settlements		58
	Section 6.13	Rule 16b-3 Exemption		59
	Section 6.14	Stockholder Litigation		59


Article VII CONDITIONS TO THE MERGER				59
	Section 7.1	Conditions to the Obligations of Each Party		59
	Section 7.2	Conditions to the Obligations of Buyer		59
	Section 7.3	Conditions to the Obligations of the Company		60

Article VIII TERMINATION, AMENDMENT AND WAIVER				61
	Section 8.1	Termination		61
	Section 8.2	Termination Fees		62
	Section 8.3	Amendment		64
	Section 8.4	Waiver		64
	Section 8.5	Expenses; Transfer Taxes		64

Article IX GENERAL PROVISIONS				64
	Section 9.1		Non-Survival of Representations, Warranties and Agreements	64
	Section 9.2		Notices	65
	Section 9.3		Interpretation; Certain Definitions	66
	Section 9.4		Severability	67
	Section 9.5		Assignment	67
	Section 9.6		Entire Agreement; No Third-Party Beneficiaries	67
	Section 9.7		Governing Law	67
	Section 9.8		Consent to Jurisdiction; Enforcement	67
	Section 9.9		Counterparts	68
	Section 9.10		WAIVER OF JURY TRIAL	68

iii

AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2007 (this " Agreement "), by and among Citibank N.A., a national banking association, (the " Buyer "), Buckeye Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (" Acquisition Sub "), and The BISYS Group, Inc., a Delaware corporation (the " Company ").

W I T N E S S E T H

WHEREAS, the Board of Directors of the Company has (i) determined that the transactions contemplated by this Agreement are fair to, and in the best interests of, the stockholders of the Company, (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the merger of Acquisition Sub with and into the Company (the " Merger "), upon the terms and subject to the conditions and limitations set forth herein and in accordance with the General Corporation Law of the State of Delaware (" Delaware Law "), and (iii) resolved to recommend that the Company's stockholders adopt this Agreement and approve the Merger;

WHEREAS, the Boards of Directors of Acquisition Sub and the Buyer each have approved and declared advisable, this Agreement and the Merger, upon the terms and subject to the conditions and limitations set forth herein and in accordance with Delaware Law;

WHEREAS, the Board of Directors has expressed its intent, subject to applicable law, to authorize and declare, prior to the date of the Stockholders Meeting, a special dividend of $0.15 per share in cash, payable out of surplus available at or prior to the Effective Time to stockholders of the Company of record on a date to be determined by the Board of Directors and conditioned upon consummation of the Merger (the "Special Dividend"). The Special Dividend will be payable to the Paying Agent (as defined below) on the Effective Time for further payment to the Company's stockholders; and

WHEREAS, Buyer, as the sole stockholder of Acquisition Sub has adopted this Agreement and approved the Merger;

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and covenants contained herein and subject to the conditions contained herein and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Defined terms used in this Agreement have the meanings ascribed to them as follows:

" Acquisition Sub " shall have the meaning set forth in the Preamble.

" Affiliate " of a specified person, means a person who, directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with, such specified person.

" Affiliate Transaction " shall have the meaning set forth in Section 4.23.

" Aggregate Merger Consideration " shall have the meaning set forth in Section 3.2(a).

" Agreement " shall have the meaning set forth in the Preamble.

“ Benefit Continuation Period ” shall have the meaning set forth in Section 6.10(a).

" Blue Sky Laws " shall mean state securities or "blue sky" laws.

" Book-Entry Shares " shall have the meaning set forth in Section 3.1(b).

" Broker-Dealer Compliance Policies " shall have the meaning set forth in Section 4.30(d).

" Broker-Dealer Subsidiaries " shall have the meaning set forth in Section 4.30(b).

" Business Day " shall mean any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of New York.

" Business Divisions " shall mean each of the Retirement Services, Alternative Investment Services, Fund Services, Life Insurance Services and Commercial Insurance Services divisions of the Company.

" Buyer " shall have the meaning set forth in the Preamble.

" Buyer Disclosure Schedule " shall have the meaning set forth in Article V.

" Buyer Material Adverse Effect " means any change, effect or circumstance that is materially adverse to the business, operations, results of operations or financial condition of Buyer, Acquisition Sub and Buyer's subsidiaries taken as a whole, which, individually or in the aggregate, would reasonably be expected to prevent, materially delay or materially impair the ability of Buyer or any of its subsidiaries to consummate the Merger and the other transactions contemplated by this Agreement.

" Buyer Plans " shall have the meaning set forth in Section 6.10(d).

" Buyer Representatives " shall have the meaning set forth in Section 6.5(a).

" Buyer Termination Fee " shall have the meaning set forth in Section 8.2(b).

" Certificate of Merger " shall have the meaning set forth in Section 2.3(a).

" Certificates " shall have the meaning set forth in Section 3.1(b).

" Change of Recommendation " shall have the meaning set forth in Section 6.6(c).

" Class Action Settlement " shall mean the settlement of the actions filed in the United States District Court for the Southern District of New York as proposed class actions alleging violations of the federal securities laws by the Company and certain of its former officers and directors, as consolidated under the caption In re BISYS Securities Litigation, No. 04-CV-3840 (JSR), pursuant to the terms and conditions of the Stipulation and Agreement of Settlement dated as of October 30, 2006 and the Exhibits thereto.

" Closing " shall have the meaning set forth in Section 2.2.

" Closing Date " shall have the meaning set forth in Section 2.2.

" Code " shall have the meaning set forth in Section 3.8.

" Company " shall have the meaning set forth in the Recitals.

" Company Benefit Plan " shall mean each material "employee pension benefit plan" (as defined in Section 3(2) of ERISA), each material "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), and each other material plan, arrangement, policy or agreement (written or oral) relating to stock options, restricted stock, other equity-based compensation, stock purchases, deferred compensation, bonus, employment, consulting, severance, change in control, salary continuation, retention, retirement, pension, profit sharing, fringe benefits, vacation, death benefit, hospitalization, medical or other employee benefits, in each case (x) maintained or contributed to, or required to be maintained or contributed to, by the Company or any of its ERISA Affiliates or to which the Company or an ERISA Affiliate is party or (y) with respect to which the Company or any ERISA Affiliate has any liability, direct or indirect, contingent or otherwise, for the benefit of current or former directors, officers or employees of the Company or any of its subsidiaries.

" Company Common Stock " shall have the meaning set forth in Section 3.1(a).

" Company Disclosure Schedule " shall have the meaning set forth in Article IV.

" Company Employees " shall have the meaning set forth in Section 6.10(a).

" Company Intellectual Property Rights " shall have the meaning set forth in Section 4.14(a).

" Company Material Adverse Effect " means any occurrence, change, event, effect or circumstance that, individually or in the aggregate, (a) is or would reasonably be expected to be, materially adverse to the business, operations, results of operations or financial condition of the Company and its subsidiaries taken as a whole, other than any occurrence, change, event, effect or circumstance relating to or resulting from (i) changes in general economic conditions or securities or financial markets in general; (ii) general changes in the industry in which the Company and its subsidiaries operate and not specifically related to, or having a materially disproportionate effect on the Company and its subsidiaries taken as a whole (relative to the effect on any other persons operating in such industry); (iii) any changes in Laws applicable to the Company or any of the Company's subsidiaries or any of their respective properties or assets or interpretations thereof by any Governmental Authority; (iv) any outbreak or escalation of

hostilities or war (whether declared or not declared) or any act of terrorism; (v) the announcement or the existence of, or compliance with, this Agreement and the transactions contemplated hereby (including without limitation the impact thereof on relationships with customers or employees); (vi) changes in GAAP, or the interpretation thereof; or (vii) any change in the market price or trading volumes of the Company Common Stock after the date hereof; provided , however , that clause (vii) shall not exclude any underlying fact, occurrence, change, effect, event or circumstance that itself constitutes a Company Material Adverse Effect that may have resulted in or contributed to or is attributable to such change in market price or trading volume or (b) would, or would reasonably be expected to, prevent or materially delay or materially impair the ability of the Company or any of its subsidiaries to consummate the Merger and the other transactions contemplated by this Agreement.

" Company Material Contract " shall have the meaning set forth in Section 4.17(a).

" Company Option " shall mean each outstanding option to purchase shares of Company Common Stock under any of the Company Stock Plans.

" Company Permits " shall have the meaning set forth in Section 4.6(a).

" Company Recommendation " shall have the meaning set forth in Section 4.4(b).

" Company Representatives " shall have the meaning set forth in Section 6.5(a).

" Company SEC Documents " shall have the meaning set forth in Section 4.7(a).

" Company Stock Plans " shall mean the 1999 Equity Participation Plan and Non-Employee Director's Stock Option Plan, as each may be amended from time to time.

" Company Termination Fee " shall have the meaning set forth in Section 8.2(a).

" Competing Proposal " shall have the meaning set forth in Section 6.6(i).

" Confidentiality Agreement " shall mean the confidentiality agreement dated October 21, 2006 between Buyer and the Company, as amended.

" control " (including the terms " controlled by " and " under common control with ") means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

" D&O Insurance " shall have the meaning set forth in Section 6.7(c).

" DCPs " shall have the meaning set forth in Section 4.27.

" Delaware Law " shall have the meaning set forth in the Recitals.

" Derivative Action Settlement " shall mean the settlement of Wiehl v. Mangum et al. , and any and all claims relating to the allegations contained therein.

" Dissenting Shares " shall have the meaning set forth in Section 3.6.

" Effective Time " shall have the meaning set forth in Section 2.3(a).

" Employee Benefit Plan " shall mean an "employee benefit plan" as defined in Section 3(3) of ERISA.

" Environmental Law " shall have the meaning set forth in Section 4.29(b).

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate " means any trade or business, whether or not incorporated, that together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code.

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

" Exchange Fund " shall have the meaning set forth in Section 3.2(a).

" Expenses " shall mean all reasonable out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party to this Agreement or the Subsequent Transaction Agreement, or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement or the Subsequent Transaction Agreement, the preparation, printing, filing and mailing of the Registration Statement and the Proxy Statement, the solicitation of stockholder approvals, the filing of any required notices under the HSR Act or other similar regulations, any filings with the SEC and all other matters related to the closing of the Merger and the other transactions contemplated by this Agreement and the Subsequent Transaction Agreement.

“ FDCPs ” has the meaning set forth in Section 4.27.

" Financing " shall have the meaning set forth in Section 6.11.

" Form BD " shall have the meaning set forth in Section 4.30(b).

" Form TA-1 " shall have the meaning set forth in Section 4.30(c).

" FTC " shall mean the Federal Trade Commission.

" GAAP " shall mean the United States generally accepted accounting principles.

" Governmental Authority " shall mean any supra-national, national, federal, state or local governmental, regulatory, judicial or administrative authority, agency or commission or SRO.

" Hazardous Substance " shall have the meaning set forth in Section 4.29(c).

" HSR Act " shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

" Indemnitee " shall mean any individual who, on or prior to the Effective Time, was an officer, director or employee of the Company or served on behalf of the Company as an officer, director or employee of any of the Company's subsidiaries or Affiliates or any of their predecessors in all of their capacities (including as stockholder, controlling or otherwise) and the heirs, executors, trustees, fiduciaries and administrators of such officer, director or employee.

" Insurance Representative " shall have the meaning set forth in Section 4.6(b).

" Intellectual Property Rights " shall have the meaning set forth in Section 4.14(a).

" Investment Company Act " shall mean the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

" IRS " shall mean the Internal Revenue Service.

" knowledge " shall mean the knowledge of the following officers and employees of the Company and Buyer, after reasonable inquiry, as to (i) the Company: the officers and employees listed in Section 1.1 of the Company Disclosure Schedule and (ii) Buyer: the officers and employees listed in Section 1.1 of the Buyer Disclosure Schedule.

" Law " shall mean any statute, law, rule, regulation, requirement, ordinance or Order promulgated by any Governmental Authority.

" Lease " shall have the meaning set forth in Section 4.16(b).

" Lien " shall mean liens, claims, mortgages, encumbrances, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind.

“ Material Customer ” shall have the meaning set forth in Section 4.25.

“ Material Producer ” shall have the meaning set forth in Section 4.25.

" Merger " shall have the meaning set forth in the Recitals.

" Merger Consideration " shall have the meaning set forth in Section 3.1(b).

" Multiemployer Plan " shall mean any "multiemployer plan" within the meaning of Section 3(37) of ERISA.

" Multiple Employer Plan " shall mean any "multiple employer plan" within the meaning of Sections 4063 and 4064 of ERISA or Section 413(c) of the Code.

" NASD " shall have the meaning set forth in Section 4.30(b).

" Notice of Superior Proposal " shall have the meaning set forth in Section 6.6(e).

" NYSE " shall mean the New York Stock Exchange.

" Open Source Materials " shall have the meaning set forth in Section 4.14(f).

" Option Cash Payment " shall have the meaning set forth in Section 3.3.

" Order " shall mean any decree, directive, order, writ, judgment, stipulation, determination, award, injunction, temporary restraining order, cease and desist order or other order by, or any capital plan, supervisory agreement or memorandum of understanding with any Governmental Authority.

" Other Representatives " shall have the meaning set forth in Section 6.5(a).

" Outside Date " shall have the meaning set forth in Section 8.1(b).

" Owned Intellectual Property Rights " shall have the meaning set forth in Section 4.14(a).

" Paying Agent " shall have the meaning set forth in Section 3.2(a).

" Permitted Change of Recommendation " shall have the meaning set forth in Section 6.6(e).

" Permitted Lien " shall mean (i) any Lien for Taxes that are not yet due or are being contested in good faith (and for which adequate accruals or reserves have been established in accordance with GAAP), (ii) in the case of Liens against the Company or any of its subsidiaries, Liens securing indebtedness or liabilities that are reflected in the balance sheet included in the Company SEC Documents filed on or after December 15, 2006 and prior to the date hereof, (iii) such non-monetary Liens or other imperfections of title, if any, that, have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Buyer Material Adverse Effect, as the case may be, including, without limitation, (A) easements, encroachments and any similar imperfections of title not of record which would be disclosed by an accurate survey of the property, (B) rights of parties in possession, (C) any supplemental Taxes or assessments not shown by the public records and (D) title to any portion of the premises lying within the right of way or boundary of any public road or private road, (iv) Liens imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, (v) Liens disclosed on existing title reports or existing surveys (in either case, in the case of Liens against the Company or any of its subsidiaries, copies of which title reports and surveys have been delivered or made available to Buyer), and (vi) mechanics', carriers', workmen's, repairmen's and similar Liens, incurred in the ordinary course of business.

" person " shall mean an individual, a corporation, limited liability company, a partnership, an association, a trust or any other entity or organization, including, without limitation, a Governmental Authority.

" Proxy Statement " shall have the meaning set forth in Section 6.2(a).

" Qualifying Transaction " shall mean any (i) acquisition of the Company by merger or business combination transaction; (ii) acquisition by any person (other than Buyer or any of its subsidiaries or affiliates) of forty percent (40%) or more of the assets of the Company and its subsidiaries, taken as a whole; or (iii) acquisition by any person (other than Buyer or any of its subsidiaries or affiliates) of forty percent (40%) or more of the outstanding Company shares.

" Regulated Subsidiaries " shall have the meaning set forth in Section 4.30(c).

" Requisite Stockholder Approval " shall have the meaning set forth in Section 4.20.

" Restricted Stock Award " shall have the meaning set forth in Section 3.4.

" Restricted Stock Payment " shall have the meaning set forth in Section 3.4.

" Rights Plan " shall mean the Rights Agreement, dated as of May 8, 1997, between the Company and the Bank of New York, as amended.

" Sarbanes-Oxley Act " shall mean the Sarbanes-Oxley Act of 2002, as amended.

" SEC " shall mean the Securities and Exchange Commission.

" SEC Investigations " shall mean the formal investigations by the SEC (i) into the facts and circumstances related to the Company's restatements of its financial statements filed with the SEC on August 10, 2004 and April 26, 2006; and (ii) related to marketing and distribution arrangements in the Company's mutual funds services business both as described in the section titled "Regulatory Investigations" in the Company's Form 10-K filed with the SEC on April 26, 2006.

" SEC Settlements " shall mean any resolution of the SEC Investigations with regard to the Company, including as described in the Company's Form 8-K dated as of September 27, 2006 and the Company's Form 8-K dated as of November 7, 2006.

" Secretary of State " shall have the meaning set forth in Section 2.3(a).

" Securities Act " shall mean the Securities Act of 1933, as amended.

" Significant Subsidiary " shall have the meaning given in Rule 1-02(w) of Regulation S-X.

" Special Dividend " shall have the meaning set forth in the Recitals.

" SRO " shall have the meaning set forth in Section 4.30(d).

" Stockholders' Meeting " shall have the meaning set forth in Section 6.3.

" Subsequent Transaction " shall have the meaning set forth in Section 6.5(a).

" Subsequent Transaction Agreement " shall mean the agreement dated as of the date hereof among Acquisition Sub and BIR JCF, LLC.

" subsidiary " of any person, means any corporation, partnership, joint venture or other legal entity of which such person (either above or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“ Successor Employer ” shall have the meaning set forth in Section 6.10(a).

" Superior Proposal " shall have the meaning set forth in Section 6.6(j).

" Superior Proposal Agreement " shall have the meaning set forth in Section 6.6(g).

" Surviving Corporation " shall have the meaning set forth in Section 2.1.

" Takeover Laws " shall have the meaning set forth in Section 4.19.

" Tax " or " Taxes " shall mean any and all taxes, fees, levies, duties, tariffs, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed by any governmental or taxing authority including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; and liability for the payment of any of the foregoing as a result of (w) successor or transferee liability, (x) being a member of an affiliated, consolidated, combined or unitary group, (y) being party to any tax sharing agreement and (z) any express or implied obligation to indemnify any other person with respect to the payment of any of the foregoing.

" Tax Returns " shall mean returns, reports and information statements, including any schedule or attachment thereto, with respect to Taxes required to be filed with the IRS or any other governmental or taxing authority, domestic or foreign, including consolidated, combined and unitary tax returns.

“ Third Party Agreements ” shall have the meaning set forth in Section 6.5(b).

" Third Party IP Licenses " shall have the meaning set forth in Section 4.17(a).

" Total Merger Consideration " shall mean the product of (x) the number of shares of Company Common Stock issued and outstanding (other than those shares retired pursuant to Section 3.1(a) and Dissenting Shares) immediately prior to the Effective Time multiplied by (y) the Merger Consideration.

" Total Option Cash Payments " shall have the meaning set forth in Section 3.3.

" Total Restricted Stock Payments " shall have the meaning set forth in Section 3.4.

" Transfer Agent Subsidiaries " shall have the meaning set forth in Section 4.30(c).

“ Transferred Company Employee ” shall have the meaning set forth in Section 6.10(a).

" Treasury Regulations " shall mean the regulations promulgated under the Code.

ARTICLE II

THE MERGER

Section 2.1 The Merger . Upon the terms and subject to the conditions of this Agreement, and in accordance with Delaware Law, at the Effective Time, Acquisition Sub shall be merged with and into the Company, whereupon the separate existence of Acquisition Sub shall cease, and the Company shall continue under the name "Citi Investor Services, Inc." as the surviving corporation (the " Surviving Corporation "), shall become a wholly owned subsidiary of Buyer and shall continue to be governed by Delaware Law.

Section 2.2 Closing . Subject to the satisfaction or, if permissible, waiver by the party entitled to the benefit thereof, of the conditions set forth in Article VII hereof, the closing of the Merger (the " Closing ") will take place at 12:00 p.m., New York time, (a) if all of the conditions set forth in Article VII hereof (other than those conditions that by their nature, are to be satisfied on the Closing Date) have been satisfied or waived on or before the 15th day of the month, on a date to be specified by the parties hereto, but no later than the second Business Day after the satisfaction or waiver of the conditions set forth in Article VII hereof, or (b) if all of the conditions set forth in Article VII hereof (other than those conditions that by their nature, are to be satisfied on the Closing Date) have been satisfied or waived on or after the 16th day of the month, on the first Business Day of the month following the month in which all of the conditions set forth in Article VII hereof have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions that by their nature, are to be satisfied on the Closing Date), provided , that if there are less than two Business Days remaining in such month, the Closing will take place on the 5th day of the month (or, if such day is not a Business Day, the next Business Day) following the month in which all of the conditions set forth in Article VII hereof have been satisfied or waived by the party entitled to the benefit thereof (other than those conditions that by their nature, are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions at or prior to the Closing), at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York, 10036, unless another time, date or place is agreed to in writing by the parties hereto. The actual date on which the Closing occurs being referred to herein as the " Closing Date ".

Section 2.3

Effective Time; Effect .

(a) Concurrently with the Closing, the Company, Buyer and Acquisition Sub shall cause a certificate of merger (the " Certificate of Merger ") with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware (the " Secretary of State ")

as provided under Delaware Law. The Merger shall become effective on the date and time at which the Certificate of Merger has been duly filed with the Secretary of State or at such

subsequent date and time as is agreed between the parties and specified in the Certificate of Merger, and such date and time is hereinafter referred to as the " Effective Time ."

(b) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the Delaware Law and except as otherwise expressly set forth herein, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of the Company and Acquisition Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Acquisition Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Corporation.

Section 2.4 Certificate of Incorporation and By-Laws . Subject to Section 6.7 of this Agreement, the certificate of incorporation and by-laws of Acquisition Sub in effect immediately prior to the Effective Time, shall be the certificate of incorporation and by-laws of the Surviving Corporation immediately after the Effective Time and until thereafter amended in accordance with applicable Law or provisions of such certificate of incorporation and by-laws, except in each case that references to Acquisition Sub's name shall be replaced by references to “Citi Investor Services, Inc.”

Section 2.5 Board of Directors . Subject to applicable Law, each of the parties hereto shall take all necessary action to ensure that the Board of Directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the Board of Directors of Acquisition Sub immediately prior to the Effective Time.

Section 2.6 Officers . From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.

ARTICLE III

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1 Effect on Securities . At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

(a) Cancellation of Company Securities . Each share of the Company's Common Stock, par value $0.02 per share (the " Company Common Stock ") held by the Company as treasury stock or held by any wholly owned subsidiary of the Company or by Buyer or Acquisition Sub immediately prior to the Effective Time shall automatically be cancelled, retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.

(b) Conversion of Company Securities . (i) Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 3.1(a) hereof and

Dissenting Shares) shall be converted into the right to receive $11.85 (the " Merger Consideration "), without interest.

(ii) Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall, by virtue of the Merger and without any action on the part of the holders thereof, be automatically cancelled and shall cease to exist and the holders of certificates (the " Certificates ") or book-entry shares (" Book-Entry Shares ") which immediately prior to the Effective Time represented such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in accordance with Section 3.2 of this Agreement, the Merger Consideration, without interest thereon.

(c) Conversion of Acquisition Sub Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value of $0.01 per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, any certificate representing the common stock of Acquisition Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which such shares of common stock of Acquisition Sub represented thereby were converted in accordance with the immediately preceding sentence.

(d) Adjustments . If at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Company Common Stock (or securities convertible or exchangeable into or exercisable for shares of Company Common Stock) shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, subdivision, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, or any merger, consolidation or other similar transaction, the Merger Consideration shall be equitably adjusted to reflect such change; provided that nothing in this Section 3.1(d) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Section 3.2

Exchange of Certificates .

(a) Designation of Paying Agent; Deposit of Exchange Fund . Prior to the Effective Time, Buyer shall designate a paying agent (the " Paying Agent ") reasonably acceptable to the Company for the payment of the Merger Consideration. Immediately prior to the Effective Time, Buyer shall deposit, or cause to be deposited with the Paying Agent for the benefit of holders of shares of Company Common Stock, Restricted Stock Awards and/or Company Options, cash constituting an amount equal to (i) the sum of the Total Merger Consideration plus (ii) the Total Option Cash Payments plus (iii) the Total Restricted Stock Payments (the " Aggregate Merger Consideration ," and such Aggregate Merger Consideration as deposited with the Paying Agent, the " Exchange Fund "). In the event the Exchange Fund shall be insufficient to make the remaining payments contemplated to be paid by the Paying Agent from the Exchange

Fund by Section 3.1(b), 3.3 and 3.4, Buyer shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment. The Paying Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Company Common Stock, Restricted Stock Awards and Company Options and (ii) applied promptly to making the payments pursuant to Section 3.2(b) hereof. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. Notwithstanding anything herein to the contrary, in lieu of depositing or causing to be deposited with the Paying Agent the Total Option Cash Payments and the Total Restricted Stock Payments prior to the Effective Time, Buyer may elect instead to cause the Surviving Corporation to deliver the Total Option Cash Payments and the Total Restricted Stock Payments to the holders of shares of Company Options and Company Restricted Stock as promptly as practicable following the Effective Time.

(b) As promptly as practicable following Effective Time and in any event not later than the third Business Day thereafter, the Surviving Corporation shall cause the Paying Agent to mail (i) to each holder of record of a Certificate or Book-Entry Share, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (x) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Buyer and the Company may reasonably specify and (y) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate or Book-Entry Shares shall have been converted pursuant to this Agreement, (ii) subject to Section 3.2(a), to each holder of a Company Option, a check in an amount due and payable to such holder pursuant to Section 3.3 hereof in respect of such Company Option, and (iii) subject to Section 3.2(a), to each holder of a Restricted Stock Award, a check in an amount due and payable to such holder under Section 3.4 in respect of such Restricted Stock Award.

(c) Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, to be mailed promptly following the Paying Agent's receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. If payment is to be made to a person other than the person in whose name the Certificate or Book-Entry Share surrendered is registered, it shall be a condition of payment that the Certificate of Book-Entry Share so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share surrendered or such person shall establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable

terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration (or the cash pursuant to Section 3.2(e)) payable upon the surrender of the Certificates or Book-Entry Shares or in respect of Restricted Stock Awards or Company Options.

(d) Termination of Exchange Fund . Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates, Book-Entry Shares, Restricted Stock Awards or Company Options for nine (9) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation, as general creditors thereof for payment of their claim for cash, without interest thereon upon due surrender of their Certificates, Book-Entry Shares, Restricted Stock Awards or Company Options.

(e) No Liability . None of Buyer, Acquisition Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates, Book-Entry Shares, Restricted Stock Awards or Company Options shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which any cash in respect of such Certificate, Book-Entry Share, Restricted Stock Award or Company Option would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate, Book-Entry Share, Restricted Stock Award or Company Option shall, to the extent permitted by applicable Law, become the property of Buyer, free and clear of all claims or interest of any person previously entitled thereto.

(f) Investment of Exchange Fund . The Paying Agent shall invest any cash included in the Exchange Fund as directed by Buyer or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment shall relieve Buyer or the Paying Agent from making the payments required by this Article III, and following any losses that result in the amount of cash included in the Exchange Fund to be insufficient to make the remaining payments contemplated to be paid by the Paying Agent from the Exchange Fund pursuant to Section 3.1(b), 3.3 and 3.4, Buyer shall promptly provide additional funds to the Paying Agent for the benefit of the holders of Company Common Stock and, subject to Section 3.2(a), the Restricted Stock Awards and Company Options, in the amount of such deficiency, and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation.

Section 3.3 Stock Options . As of the Effective Time, each Company Option, whether vested or unvested, shall, by virtue of the Merger and without any action on the part of any holder of any Company Option, become fully vested and converted into the right to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect

thereto equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option multiplied by (b) the number of shares of Company Common Stock issuable upon exercise of such Company Option (the " Option Cash Payment " and the sum of all such payments, the " Total Option Cash Payments "). As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment. Prior to the Effective Time, the Company shall take any and all actions necessary to effectuate this Section 3.3.

Section 3.4 Restricted Stock Awards . As of the Effective Time, each then outstanding share of Company Common Stock which is subject to a restricted Company Common Stock award granted under a Company Stock Plan (each, a " Restricted Stock Award ") shall, by virtue of the Merger and without any action on the part of any holder thereof, become fully vested and converted into the right to receive the Merger Consideration (the " Restricted Stock Payment " and the sum of all such payments, the " Total Restricted Stock Payments "). As of the Effective Time, all such Restricted Stock Awards shall automatically cease to exist, and each holder thereof shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding anything herein to the contrary, prior to the Effective Time, the Company shall take any and all actions necessary to effectuate this Section 3.4.

Section 3.5 Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

Section 3.6 Dissenting Shares . Notwithstanding anything herein to the contrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of Delaware Law, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time with respect to which the holder thereof has properly exercised his or her demand for appraisal rights under Section 262 of Delaware Law (the " Dissenting Shares ") shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of Delaware Law; provided , however , that if any such holder shall have failed to timely perfect or shall have effectively withdrawn or lost his or her right to appraisal under Delaware Law, such holder's shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the applicable Merger Consideration, without any interest thereon, and such shares shall no longer be Dissenting Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of Delaware Law and as provided in this Section 3.6. The Company will give Buyer (i) prompt notice of any demands received by the Company for appraisals of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and

received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to any demands for appraisal or settle, or offer to agree to settle, any such demands.

Section 3.7 Transfers; No Further Ownership Rights . After the Effective Time, the stock transfer books of the Company will be closed, and there shall be no registration of transfers on the stock transfer books of the Company or the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If Certificates are presented to the Surviving Corporation for transfer following the Effective Time, they shall be cancelled against delivery of the Merger Consideration, as provided for in Section 3.1(b) hereof, for each share of Company Common Stock formerly represented by such Certificates.

Section 3.8 Withholding Rights . Each of the Surviving Corporation, Buyer and the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock, Company Options or Restricted Stock Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the " Code "), or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by the Surviving Corporation, Buyer or the Paying Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock, Company Options or Restricted Stock Awards in respect to which such deduction and withholding was made by the Surviving Corporation, Buyer or the Paying Agent, as the case may be.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as disclosed in any Company SEC Document filed on or after April 25, 2006, and prior to the date hereof (excluding any disclosure set forth in any risk factor section or any section relating to or containing forward-looking statements) to the extent such disclosure is reasonably apparent on its face to relate to such section of Article IV below, or (ii) as disclosed in the corresponding section of the separate disclosure schedule which has been delivered by the Company to Buyer prior to the execution of this Agreement (the " Company Disclosure Schedule ") or in any other section of the Company Disclosure Schedule to the extent it is reasonably apparent on its face that such disclosure is a relevant exception to the applicable representation and warranty, the Company hereby represents and warrants to Buyer as follows:

Section 4.1

Organization and Qualification; Subsidiaries .

(a) Each of the Company and its subsidiaries is a corporation or legal entity duly organized or formed, validly existing and in good standing, under the laws of its jurisdiction of organization or formation and has the requisite corporate, partnership or limited liability

company power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Section 4.1(b) of the Company Disclosure Schedule sets forth a complete and correct list of each subsidiary of the Company. Section 4.1(b) of the Company Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity or voting interests (including partnership interests and limited liability company interests) owned by the Company or its subsidiaries of each of the Company's subsidiaries, and the identity of such owners of outstanding equity or voting interests. All equity or voting interests (including partnership interests and limited liability company interests) of the Company's subsidiaries held by the Company or any of its other subsidiaries have been duly and validly authorized and are validly issued, fully paid and non-assessable. All such equity or voting interests owned by the Company or its subsidiaries are free and clear of any Liens.

(c) Except as set forth in Section 4.1(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries owns any shares of capital stock or other equity or voting interests in (including any securities exercisable or exchangeable for or convertible into capital stock or other equity or voting interests in) any other person.

Section 4.2 Certificate of Incorporation and By-Laws . The Company has made available to Buyer a complete and correct copy of the Amended and Restated Certificate of Incorporation and the By-Laws, each as amended to date, of the Company and the equivalent organizational documents for each of its subsidiaries. The Amended and Restated Certificate of Incorporation and the By-Laws (or equivalent organizational documents) of the Company and each of its Significant Subsidiaries are in full force and effect. None of the Company or any of its subsidiaries is in material violation of any provision of the Amended and Restated Certificate of Incorporation or the By-Laws (or its equivalent organizational documents).

Section 4.3

Capitalization .

(a) The authorized capital stock of the Company consists of 320,000,000 shares of Company Common Stock. As of April 30, 2007, 122,195,017 shares of Company Common Stock were issued and outstanding, 937,621 shares of Company Common Stock were held in treasury and no shares of Company Common Stock were held by any subsidiary of the Company. As of April 30, 2007 there were 10,467,549 shares of Company Common Stock authorized and reserved for future issuance under Company Stock Plans, outstanding Company Options to purchase 6,820,638 shares of Common Stock with a weighted average exercise price equal to $19.44 per share, and outstanding Restricted Stock Awards with respect to 1,087,935 shares of Company Common Stock. Except as set forth above, and except for the Rights (as

defined in the Rights Plan), as of April 30, 2007, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. Since April 30, 2007, the Company has not issued any Company Common Stock other than pursuant to the exercise of Company Options outstanding on such date, has not granted any option, restricted stock, warrants or rights or entered into any other agreements or commitments to issue any Company Common Stock and has not split, combined or reclassified any of its shares of capital stock. All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive or similar rights.

(b) Except as set forth above, and except (x) for the Rights (as defined in the Rights Plan) and (y) as specifically permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound obligating the Company or any of its subsidiaries to (i) issue, transfer, deliver or sell, or cause to be issued, transferred, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries; (ii) issue, grant, extend or enter into any such security, option, warrant, call, right or contract; (iii) redeem or otherwise acquire any such shares of capital stock or other equity or voting interests; or (iv) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any subsidiary. Except for the issuance of shares of Company Common Stock that were available for issuance as set forth in Section 4.3(a), and except for regular quarterly cash dividends as publicly disclosed, from June 30, 2006 to the date hereof, the Company has not declared or paid any dividend or distribution in respect of the Company Common Stock, and has not issued, sold, repurchased, redeemed or otherwise acquired any Company Common Stock, and its Board of Directors has not authorized any of the foregoing.

(c) Neither the Company nor any of its subsidiaries has outstanding material bonds, debentures, notes or, other than as referred to in Sections 4.3(a) and 4.3(b), other securities, the holders of which have the right to vote (or which are convertible into or exchangeable or exercisable for securities having the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter.

(d) There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party with respect to the voting of the capital stock or other equity interests of the Company or any of its subsidiaries.

Section 4.4

Authority Relative to Agreement .

(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (other than, with respect to the consummation of the Merger, the receipt of the Requisite Stockholder Approval). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other

transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Stockholder Approval, as well as the filing of the Certificate of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer and Acquisition Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor's rights, and to general equitable principles).

(b) The Board of Directors (by unanimous vote of the Directors present at a meeting duly called and held) has adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend the adoption of this Agreement by the stockholders of the Company (the " Company Recommendation ").

Section 4.5

No Conflict; Required Filings and Consents .

(a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement (including the Merger) will not (i) conflict with or violate the Amended and Restated Certificate of Incorporation or By-Laws (or equivalent organizational documents) of (A) the Company or (B) any of its subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 4.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Law applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (iii) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or require any consent, waiver or approval or give rise to any right of termination, amendment, cancellation or acceleration of any material obligation under any Company Material Contract, or (iv) result (immediately, or with the passage of time or otherwise) in the creation of a Lien, other than any Permitted Lien, upon any of the properties, assets or rights of the Company or any of its subsidiaries, other than, in the case of clauses (ii), (iii) and (iv), any such violation, conflict, default, termination, cancellation, acceleration or Lien that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement (including the Merger) will not, require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any

Governmental Authority, except for (i) applicable requirements of the Exchange Act, the Securities Act, Blue Sky Laws, the HSR Act, any applicable non-U.S. competition, antitrust or investment Laws, filing and recordation of appropriate merger documents as required by Delaware Law and the rules of the NYSE, (ii) any consents, approvals, authorizations, waivers, permits, filings or notices set forth in Section 4.5(b) of the Company Disclosure Schedule, and (iii) where failure to obtain such consents, approvals, authorizations waivers or permits, or to make such filings or notifications, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.6

Permits and Licenses; Compliance with Laws .

(a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company or any of its subsidiaries to own, lease and operate the properties of the Company and its subsidiaries or to carry on its business as it is now being conducted and contemplated to be conducted (the " Company Permits ") all of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have in full force and effect, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is, or since June 30, 2006 has been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contract (including any Company Material Contract), agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property, asset or right of the Company or any of its subsidiaries is bound or affected, except for any such conflicts, defaults or violations that would not have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries has received written or oral (or otherwise has any knowledge of any) notice since June 30, 2006, of any material violation of or noncompliance with any Law applicable to the Company or any of its subsidiaries, or directing the Company or any of its subsidiaries to take any remedial action with respect to such applicable Law or otherwise, and no material deficiencies of the Company or any of its subsidiaries have been asserted to the Company or any of its subsidiaries in writing or, to the knowledge of the Company, orally, by any Governmental Authority.

(b) To the knowledge of the Company, each of the brokers, customer representatives, managing general agents, solicitors, producers and agents employed by the Company or any of its subsidiaries offering, selling or soliciting insurance products or services for the Company or any of its subsidiaries (each, an " Insurance Representative ") is, and has been at all times such person has acted as an Insurance Representative for the Company or any of its subsidiaries, duly registered with and/or licensed by the appropriate Governmental Authority in jurisdictions where such Insurance Representative conducts business of a nature requiring such registration and/or license and has been duly appointed by each entity for which it offers or sells such products or services, except where the failure to be so registered, licensed or appointed

would not, individually or in the aggregate be material to the Company and its subsidiaries, taken as a whole. To the knowledge of the Company, no Insurance Representative has violated (with or without notice or the lapse of time or both) in any material respect any term or provision of any Law applicable to the broking, writing, sale or production of the business of the Company or any of its subsidiaries.

(c) None of the Company or any of its subsidiaries is a party to any market services agreement, placement services agreement, or similar agreement providing for the payment of contingent commissions to any broker or other insurance intermediary. All relevant payments due to the Company, any of its subsidiaries, or any Insurance Representatives with respect to the business of the Company or any of its subsidiaries are described in the contracts, forms of each variant of such contracts having been provided or made available to Buyer.

Section 4.7

Company SEC Documents .

(a) The Company has filed with the SEC all forms, documents and reports required to be filed or furnished with the SEC since June 30, 2005, together with any amendments, restatements or supplements thereto and those filed subsequent to the date of this Agreement (collectively, the " Company SEC Documents "). As of their respective dates, or, if amended or restated prior to the date of this Agreement, as of the date of the last such amendment or applicable subsequent filing, the Company SEC Documents complied, and each of the Company SEC Documents to be filed subsequent to the date hereof will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed, or will be filed, as the case may be, or, if amended or restated prior to the date of this Agreement, as of the date of the last such amendment or applicable subsequent filing, contained, or will contain any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading.

(b) The consolidated financial statements (giving effect to any amendments, restatements or supplements thereto filed prior to the date of this Agreement, and including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Section 4.8

Controls and Procedures .

(a) The Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15

under the Exchange Act. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company's periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. The Company's management has completed an assessment of the effectiveness of the Company's internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended June 30, 2006, and a description of such assessment is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 filed prior to the date hereof. To the knowledge of the Company, the Company has disclosed, based on its most recent evaluation of internal controls over financial reporting, to the Company's outside auditors and the audit committee of the Company's Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

(b) Since April 1, 2006 (i) to the knowledge of the Company, none of the Company, any of its subsidiaries, and any director, officer, auditor or accountant of the Company or any of its subsidiaries or any employee of the Company or its subsidiaries whose position includes monitoring the Company's audit committee complaint reporting procedures has received any material complaint, allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company.

Section 4.9 Absence of Certain Changes or Events . (a) Since June 30, 2006, except as otherwise permitted by this Agreement, the businesses of the Company and its subsidiaries have been conducted in the ordinary course of business consistent with past practice and there has not been any fact, change, effect, occurrence, event, development or state of circumstances that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (b) since April 1, 2007, neither the Company nor any of its subsidiaries has taken any action that, if taken after the date hereof would constitute a breach of Section 6.1(c), (g), (l) or (m).

Section 4.10 No Undisclosed Liabilities . Except (a) as adequately reflected or reserved against in the Company's consolidated balance sheet as at June 30, 2006, included in the Company SEC Documents filed on December 15, 2006 or (b) for liabilities or obligations incurred since the date of such balance sheet in the ordinary course of business consistent with

past practice, which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, whether or not required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its subsidiaries, other than those which would not have a Company Material Adverse Effect.

Section 4.11 Absence of Litigation . Except as set forth in Section 4.11 of the Company Disclosure Schedules, there is no claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, or any of their respective properties, assets or rights, or against any employees of the Company or any of its subsidiaries, at law or in equity, and there are no material Orders, before any arbitrator or Governmental Authority in each case as would have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its subsidiaries are in material compliance with all such Orders set forth in Section 4.11 of the Company Disclosure Schedules.

Section 4.12

Employee Benefit Plans .

(a) Section 4.12(a) of the Company Disclosure Schedules contains a true and complete list, as of the date of this Agreement, of each Company Benefit Plan.

(b) The Company has delivered or made available to Buyer true, correct and complete copies of (i) each Company Benefit Plan; (ii) the most recent annual report on Form 5500 (including all schedules and attachments thereto) filed with the IRS with respect to each Company Benefit Plan (if any such report was required by applicable Law); (iii) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description (or similar document) is required by applicable Law; (iv) the most recent determination letter received from the IRS with respect to each Company Benefit Plan, if applicable; (v) the most recent available financial or actuarial report for each Company Benefit Plan, if applicable; and (vi) any comparable documents with respect to each Company Benefit Plan subject to any foreign Laws that are required to be prepared or filed under the applicable Laws of such foreign jurisdiction.

(c) Each Company Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable Law, including but not limited to ERISA and the Code. To the knowledge of the Company, there are no investigations by any Governmental Authority, termination proceedings or other claims (except routine claims for benefits payable under the Company Benefit Plans) against or involving any Company Benefit Plan or asserting any rights to or claims for benefits under any Company Benefit Plan other than any such investigations, proceedings, or claims that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. With respect to each Company Benefit Plan for which financial statements are required by ERISA, there has been no adverse change in the financial status of such Company Benefit Plan since the date of the most recent such statements provided to Buyer by the Company.

(d) No Company Benefit Plan is a Multiemployer Plan or a Multiple Employer Plan nor is any Company Benefit Plan subject to Section 302 or Title IV of ERISA or

Section 412 of the Code. No liability under Title I or IV or Section 302 of ERISA, the penalty, excise Tax or joint and several liability provisions of the Code, or under any foreign Law or regulation relating to employee benefit plans has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation (which premiums have been paid when due) and other than liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Affect. None of the Company Benefit Plans provides, and neither the Company nor any of its subsidiaries has any liability with respect to, any post-employment life or health insurance or other welfare benefits except as may be required by Section 4980B of the Code or any other applicable Law.

(e) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification, other than any occurrences that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. With respect to any Company Benefit Plan maintained outside the United States, to the knowledge of the Company, all applicable foreign qualifications or registration requirements have been satisfied in all material respects except where any failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) To the knowledge of the Company, each Plan that is a "nonqualified deferred compensation plan" within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in good faith compliance, in all material respects, with Section 409A of the Code since January 1, 2005, based upon a reasonable interpretation of Section 409A and the proposed regulations and guidance issued thereunder.

(g) Except as set forth in Section 4.12(g) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code.

(h) To the knowledge of the Company, all Company Options have been granted in compliance with the terms of the applicable Company Benefit Plan, with applicable Law, and with the applicable provisions of the Certificate of Incorporation and Bylaws as in effect at the applicable time applicable time. All such Company Options have been appropriately accounted for in accordance with GAAP.

Section 4.13 Labor Matters . (a) There is no labor strike or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employee of the Company or any of its subsidiaries, except where such strike or lockout would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is party to a collective bargaining or similar agreement with any labor organization and none of the Company's nor any of its subsidiaries' employees is represented by any union, works council or other labor organization. To the knowledge of the Company, there are no activities or proceedings of any union or other labor organization to organize any employees of the Company or any of its subsidiaries.

(b) The Company and each of its subsidiaries are in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to labor and employment, including but not limited to Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations. Except as would not result in any material liability to the Company or any of its subsidiaries, there are no complaints, lawsuits, arbitrations, administrative proceedings, or other Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries brought by or on behalf of any applicant for employment, any current or former employee, any person alleging to be a current or former employee, any class of the foregoing, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. No Insurance and Retirement Employee (as that term is defined in the Subsequent Transaction Agreement) is entitled to participate in any Company Benefit Plan maintained or sponsored in any jurisdiction outside the United States.

Section 4.14

Intellectual Property .

(a) The Company and its subsidiaries own or possess necessary or required valid licenses or other necessary or required valid rights to use in the manner currently used, in all material respects, all trademarks, service marks, brand names, logos, domain names, certification marks, trade names, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, technology, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; nonpublic information, trade secrets, know-how and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person; copyrights, writings and other works of authorship in any media (including without limitation, computer programs, hardware, firmware, software, databases, documentation and related items), whether copyrightable or not, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and all other intellectual property or proprietary rights (the " Intellectual Property Rights ") used in, held for use in, or necessary for the conduct of the business of the Company and its subsidiaries as

currently conducted (the " Company Intellectual Property Rights ")Neither the Company nor any of its subsidiaries has received, in the past two (2) years, any written charge, complaint, claim, demand or notice challenging the validity or enforceability of any of the Company Intellectual Property Rights owned by the Company or any of its subsidiaries (the " Owned Intellectual Property Rights ") and no legal proceeding relating to the foregoing has been initiated or, to the Company's knowledge, is pending. To the Company's knowledge, all registrations for any Owned Intellectual Property Rights are valid and subsisting.

(b) Section 4.14(b) of the Company Disclosure Schedule lists all registrations for any Owned Intellectual Property Rights, including any pending applications for registration (including all applicable application or registration numbers and the jurisdictions of registration or application). The Company and its subsidiaries are the exclusive owners of all Company Intellectual Property Rights set forth on Section 4.14(b) of the Company Disclosure Schedule, free and clear of all Liens (other than Permitted Liens). To the Company's knowledge, no unregistered and material Owned Intellectual Property Rights are being used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of such rights.

(c) To the Company's knowledge, the conduct of the business of the Company and its subsidiaries as currently conducted does not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any other person in any material respect. None of the Company or any of its subsidiaries has received, in the past two (2) years, any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation (including any claim that the Company or any of its subsidiaries must license or refrain from using any Intellectual Property Rights of any other person) that has not been settled or otherwise fully and finally resolved and, to the Company's knowledge, no legal proceeding relating to the foregoing has been initiated. To the Company's knowledge, no other person has infringed, misappropriated or otherwise violated, or is currently infringing, misappropriating or otherwise violating, any Owned Intellectual Property Rights.

(d) No employees or independent contractors of the Company or its subsidiaries who have developed any material Owned Intellectual Property Rights for or on behalf of the Company has retained any rights, title, or interest in such Owned Intellectual Property Rights.

(e) Each of the Company and its subsidiaries has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of its trade secrets and other confidential Owned Intellectual Property Rights and any other Intellectual Property Rights obtained from third parties under the obligation of confidentiality. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, all use and disclosure by the Company and its subsidiaries of trade secrets of a third person has been pursuant to and in accordance with the terms of a written agreement with such third person or is otherwise lawful. The Company and its subsidiaries have reasonable security and data protections and, with respect to the treatment of personal information, reasonable privacy policies, in place, and there has been no material breach thereof or loss of data in the last two (2) years. The software owned by or used by each of the Company and its subsidiaries is free of all viruses, worms, trojan horses and other material known contaminants that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) To the Company's knowledge, neither the Company nor any of its subsidiaries has incorporated Open Source Materials into software (i) developed by or on behalf of the Company or any of its subsidiaries and (ii) used in the conduct of the business, that grant to any third party any ownership of license rights or immunities under any Intellectual Property Rights owned or developed by the Company or any of its subsidiaries or that create obligations for the Company or any of its subsidiaries with respect to their products or services or any of the Company's software, whether with respect to obligations of disclosure, redistribution, licensing or otherwise. For the purposes of this Section 4.14(f), " Open Source Materials " means all software, documentation or other material that is distributed as "free software," "open source software" or under a similar licensing or distribution model, including, but not limited to, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth on www.opensource.org.

Section 4.15

Taxes .

(a) (1) The Company and each of its subsidiaries have prepared (or caused to be prepared) and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any of them and all such filed Tax Returns (taking into account all amendments thereto) are true, complete and correct in all material respects; (2) the Company and each of its subsidiaries have paid all material Taxes payable by them (whether or not shown as due on such Tax Returns except with respect to matters contested in good faith and by appropriate proceedings and for which adequate reserves have been established); (3) as of the date of this Agreement, there are not pending or, to the knowledge of the Company, threatened in writing any material audits, examinations, investigations or other proceedings in respect of Taxes; (4) there are no Liens for Taxes on any of the assets of the Company or any of its subsidiaries other than Permitted Liens; and (5) the Company has established reserves in accordance with GAAP for all material Taxes that are not yet due and payable with respect to the Company and its subsidiaries through the date of this Agreement.

(b) Neither the Company nor any of its subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any material Tax for Tax periods which remain open. Neither the Company nor any subsidiary of the Company has any liability for the Taxes of any other person which is not included in the Company's consolidated United States federal Tax Return (i) under section 1.1502-6 of the Treasury Regulations; (ii) as a transferee or successor; (iii) by contract or (iv) otherwise.

(c) Neither the Company nor any of its subsidiaries will be required to recognize income in a taxable period after the Effective Time that is attributable to any transaction occurring in, or a change in accounting method made for, any taxable period ending on or before the date of the Effective Time that resulted in a deferred reporting of income from such transaction or from such change in accounting method. Neither the Company nor any of its subsidiaries has been a "distributing corporation" or a "controlled corporation" in a distribution intended to qualify under Section 355 of the Code within the past two years. Neither the Company nor any of its subsidiaries has participated in, or sold, distributed or otherwise promoted, any "reportable transaction", as defined in Treasury Regulation section 1.6011-4.

(d) The Company has provided the Buyer with all information reasonably requested by the Buyer to enable the Buyer to calculate the U.S. federal income tax basis of the capital stock as of December 31, 2006 in each entity engaged in the Insurance Services Business and the Retirement Services, and such information, to the best business judgment of the Company, after consultation with its advisors, is complete and correct in all material respects, except with respect to those matters covered in the tax basis analysis delivered by the Buyer to the Company on April 30, 2007, which matters have not been fully analyzed by the Company.

(e) Neither the Company nor any of its subsidiaries has taken any action that would reasonably be expected to give rise to (i) a "deferred intercompany transaction" wi

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