PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

PURCHASE AGREEMENT

dated as of

June 25, 2009

between

American International Group, Inc.,

American International Reinsurance Company, Limited

and the

Federal Reserve Bank of New York

TABLE OF CONTENTS

INDEX OF DEFINED TERMS

PURCHASE AGREEMENT

          THIS PURCHASE AGREEMENT dated as of June 25, 2009 (together with the Annexes hereto and as the same may be amended from time to time in accordance with its terms, this “ Agreement ”) among American International Group, Inc. (“ Parent ”), American International Reinsurance Company, Limited (“ Seller ”) and the Federal Reserve Bank of New York (“ Buyer ”).

Recitals:

          WHEREAS, Seller wishes, and Parent wishes to cause Seller, to sell to Buyer preferred membership interests in a Delaware limited liability company to be formed after the date hereof (the “ Company ”); and

          WHEREAS, in connection therewith, Parent shall complete the restructuring steps set forth in Annex A (the “ Restructuring ”) pursuant to which, among other things, Parent will transfer or cause to be transferred (i) to HK Co all of the equity of American International Assurance Company, Limited (“ AIA ”) that it directly or indirectly owns which constitutes 100% of AIA’s total share capital and (ii) to AIA all of the equity of The Philippine American Life and General Insurance Company (“ PhilAm ”) that it directly or indirectly owns, which constitutes 99.78% of PhilAm’s total share capital; and

          WHEREAS, as a result of the Restructuring and as more fully described in Annex A , Seller will hold common membership units of the Company (the “ Common Units ”) and all of the preferred membership units (the “ Preferred Units ” and together with the Common Units, the “ Units ”) of the Company; and

          WHEREAS, pursuant to the terms and subject to the conditions hereof, Seller intends to sell to Buyer all of the Preferred Units (the “ Purchased Securities ”) in consideration for Buyer’s agreement to assign to Seller $16 billion of the outstanding principal indebtedness owed by Parent to Buyer (such face amount for all purposes under this Agreement, the “ Consideration ”) under the Credit Agreement dated as of September 22, 2008 between Parent and Buyer, as amended from time to time (the “ Credit Agreement ”); and

           NOW, THEREFORE , in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

ARTICLE 1
Purchase; Closing

     1.1 Purchase . On the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, at the Closing (as hereinafter defined), the Purchased Securities for the Consideration.

     1.2 Closing .

          (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the sale and purchase of the Purchased Securities (the “ Closing ”) will take place at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, NY 10153 (or at such other place as the parties may designate in writing) at 10:00 am, New York City time, on the fifth business day following the first day that all of the conditions to Closing as set forth in Sections 1.2(c) through (e) below are satisfied (other than those that by their nature are satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place, time and date as shall be agreed by Parent, Seller and Buyer. The time and date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

          (b) Subject to the satisfaction or waiver of the conditions to the Closing as set forth in Sections 1.2(c) through (e) below, at the Closing, (i) Seller will deliver the Purchased Securities, as evidenced by one or more certificates dated as of the Closing Date and bearing appropriate legends as hereinafter provided for and (ii) Buyer shall assign to Seller a portion of the outstanding indebtedness owed by Parent to Buyer under the Credit Agreement in the amount of $16 billion.

          (c) The respective obligations of each of Buyer, Parent and Seller to consummate the Closing are subject to the satisfaction (or waiver by Buyer, Parent and Seller, as applicable) prior to the Closing of each of the following conditions:

               (i) all certificates, permits, licenses, franchises, concessions, grants, consents, approvals, orders, registrations, authorizations, waivers, variances or clearances from, or declarations, filings or registrations with, or notices to, or disclosure to or mandated by, any national, regional, local or foreign governmental, legislative, judicial, administrative or regulatory authority, agency, commission, body, court or entity (“ Governmental Entity ”), and the expiration of any and all waiting periods imposed by applicable Law (and, for the avoidance of doubt, where an approval, consent or other clearance arises through the expiration of a prescribed period where there has not been any objection from an applicable Governmental Entity, such approval, consent or other clearance shall, if not expressly given by such time, be deemed given on expiry of such prescribed period where there has not been any objection made by the applicable Governmental Entity) required to be made or obtained on or prior to the Closing Date by Buyer, Parent, Seller, the Company, AIA, PhilAm, AIGGIC or any of their respective subsidiaries in connection with the consummation of the Restructuring (described in paragraphs 1 through 6 of Annex A) or the Transaction Documents (including, without limitation, those set forth on Section 1.2(c)(i) of the Disclosure Letter) (collectively, the

“ Required Regulatory Approvals ”), in each case shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect;

               (ii) no provision of any applicable Law shall prohibit the consummation of the transactions contemplated hereby or by the other Transaction Documents;

               (iii) there shall not be in effect any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award by a Governmental Entity (“ Order ”) of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents;

               (iv) the respective conditions of each of Buyer and Parent pursuant to that certain Purchase Agreement dated as of the date hereof between Buyer and Parent (the “ ALICO Purchase Agreement ”) to consummate the closing of the sale and purchase of all of the preferred membership units of the Company (as defined in the ALICO Purchase Agreement) shall have been satisfied (or waived by Buyer and/or Parent, as applicable); and

               (v) the steps of the Restructuring described in paragraphs 1 through 6 of Annex A shall have been effected (or caused to be effected) by Parent, in each case, on terms and conditions acceptable to Buyer in all respects.

          (d) The obligation of Buyer to consummate the Closing is also subject to the satisfaction (or waiver by Buyer) at or prior to the Closing of each of the following conditions:

               (i) each of the representations and warranties of Parent set forth in (x) Sections 2.2(a) through 2.2(e) shall be true and correct as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date) and (y) Sections 2.2(f) through 2.2(z) (which shall each be read, for purposes of this Section 1.2(d)(i)(y) , without any qualifications or limitations whatsoever that may be set forth in any such representations and warranties as to “ materiality ”, “ Material Adverse Effect ” (as hereinafter defined) and words of similar import) shall be true and correct as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date), except to the extent that the failure of such representations and warranties referred to in this Section 1.2(d)(i)(y) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Material Adverse Effect;

               (ii) Parent and Seller shall have performed in all material respects all obligations and covenants required to be performed by each of them under this Agreement at or prior to the Closing;

               (iii) there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;

               (iv) Buyer shall have received a certificate signed on behalf of Parent by a senior executive officer certifying to the effect that the conditions set forth in Sections 1.2(d)(i) through (iii) have been satisfied;

               (v) each of the Transaction Documents shall have been duly executed and delivered by each of the parties thereto (other than Buyer) and shall be in full force and effect;

               (vi) the Quarter-End Stockholders’ Equity as set forth on the Quarter-End Certificate shall be at least an amount equal to 90% of the aggregate pro forma stockholders’ equity (including non-controlling equity interests) of AIA and its subsidiaries and PhilAm and its subsidiaries as shown in the AIA 2009 Accounts and the PhilAm 2009 Accounts, respectively, or, in the event the Quarter-End Stockholders’ Equity is less than such amount, Parent or Seller shall have contributed to the Company an amount in cash equal to such shortfall;

               (vii) Buyer shall have received (A) the Separation Plan and (B) evidence reasonably satisfactory to it that all of the Contributed IP shall have been contributed to one or more of the AIA Entities in accordance with Section 4.5 ; and

               (viii) Buyer shall have received evidence reasonably satisfactory to it that all of the actions required by Section 1.2(f) shall be consummated immediately after the Closing.

          (e) The obligation of Parent and Seller to consummate the Closing is also subject to the satisfaction (or waiver by Parent and Seller) at or prior to the Closing of each of the following conditions:

               (i) Seller shall have received from Buyer an assignment agreement with respect to the Consideration, effective as of the Closing; and

               (ii) each of the Transaction Documents shall have been duly executed and delivered by each of the parties thereto other than Parent and its subsidiaries (including Seller and the Company) and shall be in full force and effect.

          (f) Immediately after the Closing, Seller shall transfer, via dividend, the Consideration to AIG Life Holdings (International) LLC (“ AIGLH ”). Immediately after the completion of transaction described in the foregoing sentence, Parent will cause AIGLH to transfer, via dividend, the Consideration to Parent whereupon the $16 billion portion of the outstanding indebtedness owed by Parent to Buyer under the Credit Agreement represented by the Consideration shall be immediately cancelled.

     1.3 Interpretation . When a reference is made in this Agreement to “Recitals,” “Articles,” “Sections,” or “Annexes” such reference shall be to a Recital, Article or Section of, or Annex to, this Agreement, including any Section of the Disclosure Letter. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. References to “herein”, “hereof”, “hereunder” and the like refer to this Agreement as a whole and not to any particular section or provision, unless expressly stated otherwise herein. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. All references to “$” or “dollars” mean the lawful currency of the United States of America and any “$” or “dollar” amounts referred to in Articles 2 or 3 shall be calculated based on the exchange rate as of March 31, 2009. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section. References to a “ business day ” shall mean any day except Saturday, Sunday and any day on which commercial banking institutions in the State of New York or Hong Kong generally are authorized or required by Law or other governmental actions to close.

ARTICLE 2
Representations and Warranties

     2.1 Disclosure .

          (a) “ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, results of operation or financial condition of the Company, HK Co, AIA and PhilAm and their respective subsidiaries (collectively, the “ AIA Entities ”) taken as a whole, except any such effect to the extent arising or resulting from (A) changes after the date of this Agreement (the “ Signing Date ”) in general business, economic, political or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries or jurisdictions in which the AIA Entities operate, (B) changes or proposed changes after the Signing Date in generally accepted accounting principles as applicable (“ GAAP ”) or SAP, or authoritative interpretations thereof, (C) changes or proposed changes after the Signing Date in securities, insurance and other Laws of general applicability or related policies or interpretations of Governmental Entities, (D) actions required to be taken under the Transaction Documents or taken with Buyer’s prior written consent after the Signing Date and (E) any failure by any of the AIA Entities to achieve any earnings, premiums written, or other financial projections or forecasts; provided, that, any event, change, occurrence or development or state of facts that may have caused or contributed to such failure shall not be excluded

under this clause (E); provided , further , that, in the case of each of clauses (A) through (C), other than changes or occurrences to the extent that such changes or occurrences have had or would reasonably be expected to have a materially disproportionate adverse effect on the AIA Entities taken as a whole relative to comparable insurance or financial services organizations; or (ii) the ability of Seller to consummate the transactions contemplated by this Agreement and the other Transaction Documents and perform (or cause to be performed) its obligations hereunder and thereunder on a timely basis.

          (b) “ Previously Disclosed ” means information set forth in the disclosure letter delivered by Parent and Seller to Buyer prior to signing this Agreement (the “ Disclosure Letter ”) (it being understood and agreed that, except for Section 2.2(m) of the Disclosure Letter (which shall only modify such section and any other section or subsection that expressly incorporates Section 2.2(m) of the Disclosure Letter by reference), disclosure of any item in any section or subsection of the Disclosure Letter shall be deemed disclosed with respect to any other section or subsection of the Disclosure Letter but only to the extent that the relevance of such item is readily apparent).

     2.2 Representations and Warranties regarding Parent, Seller and the AIA Entities. Except as Previously Disclosed, Parent represents and warrants to Buyer that as of the Signing Date (other than with respect to representations regarding the Company and HK Co) and as of the Closing Date (or such other date specified herein):

          (a) Organization, Authority, Subsidiaries and Material Minority Investee Companies . Each of Parent, Seller, the Company, HK Co, AIA and PhilAm has been duly organized and is validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the laws of its jurisdiction of organization, with the necessary power and authority to own its properties and conduct its business in all material respects. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company, AIA and PhilAm has been duly qualified as a foreign corporation, limited liability company or other organization for the transaction of business and is in good standing (or the equivalent, if any, in the applicable jurisdiction) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each subsidiary (as hereinafter defined) of the Company, HK Co, AIA and PhilAm has been duly organized and is validly existing in good standing (or the equivalent, if any, in the applicable jurisdiction) under the laws of its jurisdiction of organization, with the necessary power and authority to own its properties and conduct its business, and has been duly qualified as a foreign corporation, limited liability company or other organization for the transaction of business and is in good standing (or the equivalent, if any, in the applicable jurisdiction) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification. Section 2.2(a) of the Disclosure Letter sets forth a true and complete list of each subsidiary and each Material Minority Investee Company of the Company, AIA and PhilAm, its jurisdiction of organization and the Company’s, AIA’s or PhilAm’s, as the

case may be, direct or indirect ownership of each such subsidiary or Material Minority Investee Company expressed as a percentage.

          (b) LLC Agreement and Membership Units of the Company .

               (i) As of the Closing Date, the limited liability company agreement in substantially the form attached hereto as Annex B (the “ LLC Agreement ”) shall be the limited liability company agreement of the Company. As of the Closing Date, (A) all of the common membership interests in the Company will be owned by Parent and/or Seller and (B) the Purchased Securities will be the only preferred membership interests in the Company outstanding and will have been duly and validly authorized and issued and fully paid and non-assessable and will not have been issued in violation of any preemptive rights or applicable securities Law.

               (ii) There are no options, calls, warrants or convertible or exchangeable securities, or conversion, preemptive, subscription or other rights, or agreements, arrangements or commitments, in any such case, obligating or which may obligate any AIA Entity to issue, sell, purchase, return or redeem any shares of capital stock or equity ownership interests or securities convertible into or exchangeable for any of their shares of capital stock or equity ownership interests. There are no restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or equity ownership interests of any AIA Entity. Other than the LLC Agreement, there are no voting trusts, proxies, or other agreements or understandings with respect to the shares of capital stock or ownership interests of any AIA Entity to which any such Person is a party, or agreements or understandings to which any AIA Entity is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any such shares of capital stock or equity ownership interests.

          (c) Ownership of Subsidiaries and Material Minority Investee Companies . As of the Closing Date, all of the issued and outstanding equity of AIA will be owned directly or indirectly by the Company, as contemplated by the Restructuring, free and clear of any and all liens and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities) other than (i) restrictions on transfer imposed by applicable Law, (ii) the pledge arising from the Credit Agreement or (iii) as set forth on Section 2.2(c) of the Disclosure Letter. All of the outstanding capital stock or other ownership interests of each subsidiary of AIA is fully paid and non-assessable and owned by AIA, directly or indirectly, free and clear of any lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests) other than (i) restrictions on transfer imposed by applicable Law or (ii) as set forth on Section 2.2(c) of the Disclosure Letter. All of the outstanding capital stock or other ownership interests of each Material Minority Investee Company represented by the percentage ownership listed on Section 2.2(a) of the Disclosure Letter is owned by AIA directly or indirectly, free and clear of any lien and

free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), other than restrictions on transfer imposed by applicable Law.

          (d) Ownership and Transfer of Purchased Securities . As of the Closing Date, Seller will be the record and beneficial owner of the Purchased Securities. Seller has the power and authority to sell, transfer, assign and deliver such Purchased Securities as provided in this Agreement, and such delivery will convey to Buyer good and marketable title to such Purchased Securities, free and clear of any and all liens and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Purchased Securities), other than restrictions on transfer imposed by applicable Law or the LLC Agreement.

          (e) Authorization, Enforceability .

               (i) Parent, Seller and the Company have the power and authority to carry out the transactions contemplated by the Transaction Documents (which includes the issuance of the Purchased Securities by the Company). Except for the approvals of the Boards of Directors of each of Seller and AIGLH with respect to the dividends by Seller and AIGLH referred to in Section 1.2(f), which approvals shall have been obtained prior to the Closing Date, the execution, delivery and performance by Parent and Seller of this Agreement and the consummation of the transactions contemplated by the Transaction Documents by Parent, Seller and any AIA Entity have been duly authorized by all necessary action on the part of Parent, Seller and the AIA Entities and their respective stockholders or members, and no further approval or authorization shall be required on the part of Parent, Seller or any AIA Entity or any of their respective stockholders or members. Each of the Transaction Documents to which Parent, Seller or any AIA Entity is a party has been or, upon execution and delivery thereof, will be duly executed and delivered by such party. This Agreement is a valid and binding obligation of Parent and Seller enforceable against Parent and Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding of law or at equity (the “ Bankruptcy Exceptions ”).

               (ii) The execution, delivery and performance by Parent and Seller of this Agreement and the consummation of the transactions contemplated by the Transaction Documents by Parent, Seller and the AIA Entities and compliance by Parent, Seller and the AIA Entities with the provisions hereof will not (A) require any consent or other action by any Person under, violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent, Seller or any AIA Entity under any of the terms, conditions or provisions of (i) their respective organizational documents or (ii) any provision of any

agreement or other instrument binding upon Parent, Seller or any AIA Entity, or (B) provided all notices, filings, reviews, authorizations, consents or approvals referred to in Section 2.2(e)(iii) are made or obtained, violate any Law applicable to Parent, Seller or any AIA Entity or any of their respective properties or assets except, in the case of clauses (A)(ii) and (B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

               (iii)  Section 2.2(e)(iii) of the Disclosure Letter sets forth a true and complete list of all notices to, filings with, exemptions or reviews by, and authorizations, consents or approvals of, any Governmental Entity required to be made or obtained by Buyer, Parent, Seller or any AIA Entity in connection with the consummation of the transactions contemplated by the Transaction Documents, indicating whether such action is required on or prior to the Closing Date, except for such notices, filings, exemptions or reviews, authorizations, consents or approvals that (A) would not give rise to a material liability in a Material Jurisdiction or to criminal liability or (B) were not known to Parent after due inquiry.

          (f) Absence of Changes . Since November 30, 2008 through the Signing Date (1) no fact, circumstance, event, change, occurrence, condition or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, (2) except for (x) the regulatory restrictions and other effects arising out of the financial events concerning Parent as announced by Parent on September 16, 2008 and (y) the Restructuring, the business of the AIA Entities has been conducted in the ordinary course, and (3) except for the Restructuring, there has not been:

               (i) any splitting, combination or reclassification of any shares of any Equity Interest of any AIA Entity or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) by any AIA Entity in respect of any Equity Interest of any AIA Entity, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest of any AIA Entity by any AIA Entity, other than any dividend declared or paid in the ordinary course of business by any subsidiary of the Company (other than HK Co and AIA) on a pro rata basis to the equity owners thereof;

               (ii) (A) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests of any AIA Entity by any AIA Entity or (B) amendment of any term of any Equity Interests of any AIA Entity (in each case, whether by merger, consolidation or otherwise);

               (iii) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, by any AIA Entity of any assets, securities, properties, interests or businesses, other than (A) in the ordinary course of business of such AIA Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in

the ordinary course of business, (B) any transaction among members of the AIA PhilAm Group, (C) Securities Lending Management, and (D) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $10 million individually or $20 million in the aggregate;

               (iv) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) on, any assets, securities, properties, interests or businesses of any AIA Entity, other than (A) in the ordinary course of business of such AIA Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, (B) any transaction among members of the AIA PhilAm Group, (C) Securities Lending Management, and (D) sales of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $10 million individually or $20 million in the aggregate;

               (v) any creation, incurrence or assumption by any AIA Entity of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the AIA Entities) outstanding at any time greater than $500 million, except for (A) intercompany loans and advances made among members of the AIA PhilAm Group and (B) Indebtedness incurred in accordance with subsections (A)(1), (A)(2) and (C) of both clauses (iii) and (iv) above;

               (vi) (A) the grant or increase of any severance or termination pay to (or amendment of any existing arrangement with) any current or former director, officer or employee of any AIA Entity, (B) any material increase in benefits payable under any existing severance or termination pay policies or employment agreements, (C) the entering into of any employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any current or former director, officer or employee of any AIA Entity, (D) the establishment, adoption or material amendment of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee of any AIA Entity or (E) any material increase in compensation, bonus or other benefits payable to any current or former director, officer or employee of any AIA Entity, other than, in the case of each of subsections (A) through (E), in the ordinary course of business;

               (vii) any management of the working capital (including the timing of collection of accounts receivable and of the payment of accounts payable) of any AIA Entity outside of the ordinary course of business or inconsistent with past practice;

               (viii) any failure to make material capital expenditures that were contemplated by the Capital Expenditure Budget of the AIA Entities in excess of $50 million;

               (ix) any receipt or delivery of any notice or other written communication from or with any Governmental Entity that is material to the business of the AIA Entities, taken as a whole;

               (x) any material change in the methods of accounting, except as required by concurrent changes in GAAP, SAP or applicable Law as agreed to by Parent’s independent public accountants; or

               (xi) any settlement or proposal to settle, (i) any material litigation, investigation, arbitration, proceeding or other claim against or adversely affecting any AIA Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an AIA Entity not in excess of $10 million or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any AIA Entity that relates to any of the transactions contemplated by any of the Transaction Documents.

          (g) Financial Statements . Parent has made available to Buyer copies of unaudited pro forma consolidated income statements of AIA and its consolidated subsidiaries for the 12 months ended November 30, 2006, 2007 and 2008 and unaudited pro forma consolidated balance sheets of AIA and its consolidated subsidiaries as at November 30, 2006, 2007 and 2008 which were provided in Section 1.5.1 of the Data Room (the “ AIA Historical Accounts ”) and unaudited pro forma consolidated income statement of AIA and its consolidated subsidiaries for the three months ended February 28, 2009 together with unaudited pro forma consolidated balance sheet of AIA and its consolidated subsidiaries as at February 28, 2009 (the “ AIA 2009 Accounts ”). The AIA Historical Accounts and the AIA 2009 Accounts have been compiled from the reporting packages submitted to Parent for the purpose of inclusion in the financial statements of Parent, such reporting packages having been prepared in accordance with Parent’s group accounting policies and principles (the “ Parent Accounting Policies ”) applied on a consistent basis and present fairly, in all material respects, the financial position and the results of operations of AIA and its subsidiaries as at their respective dates and for the respective periods covered thereby. The Parent Accounting Policies are in accordance with GAAP. Parent has made available to Buyer copies of unaudited pro forma consolidated income statements of PhilAm and its consolidated subsidiaries for the 12 months ended November 30, 2006, 2007 and 2008 and unaudited pro forma consolidated balance sheets of PhilAm and its consolidated subsidiaries as at November 30, 2006, 2007 and 2008 (the “ PhilAm Historical Accounts ”) and unaudited pro forma consolidated income statement of PhilAm and its consolidated subsidiaries for the three months ended February 28, 2009 together with unaudited pro forma consolidated balance sheet of PhilAm and its consolidated subsidiaries as at February 28, 2009 (the “ PhilAm 2009 Accounts ”, and collectively with the AIA Historical Accounts, the AIA 2009 Accounts and the PhilAm Historical Accounts, the “ Financial Statements ”). The PhilAm Historical Accounts and the PhilAm 2009 Accounts have been compiled from the reporting packages submitted to Parent for the purpose of inclusion in the financial statements of Parent, such reporting packages having been prepared in accordance with Parent Accounting Policies applied on a consistent basis and present fairly, in all material

respects, the financial position and the results of operations of PhilAm as at their respective dates and for the respective periods covered thereby.

          (h) Reports . To the knowledge of Parent, since January 1, 2007, each AIA Entity has timely filed (subject to any permitted extension) all material reports, registrations, documents, filings, statements and submissions, together with any amendments thereto, that it was required to file with any Governmental Entity (the foregoing, collectively, the “ Reports ”) and has paid all material fees and assessments due and payable in connection therewith. As of their respective dates of filing, to the knowledge of Parent, (i) the Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities and (ii) were complete and accurate in all material respects. Parent and/or AIA has made available to Buyer true and complete copies of (A) all material reports of examination (including financial, market conduct and similar examinations) of AIA and PhilAm and each Insurance Subsidiary issued by any insurance regulatory authority, in any case, since August 30, 2008 and (B) all material filings or submissions made by AIA and PhilAm and each Insurance Subsidiary with any insurance regulatory authority since August 30, 2008. The statutory statements of each of AIA and PhilAm and their respective Insurance Subsidiaries have been prepared in all material respects, to the extent applicable, in accordance with SAP and applicable Laws, fairly present the statutory financial position of AIA and PhilAm and their respective Insurance Subsidiaries and have not been subject to any assertion of material deficiency by any Governmental Entity. This Section 2.2(h) shall not apply with respect to Tax Returns, which subject matter shall be governed solely by the representations made under Section 2.2(o) .

          (i) No Undisclosed Liabilities . No AIA Entity has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Financial Statements to the extent required to be so reflected or reserved against in accordance with the accounting standards or principles upon which they were prepared, except for (A) liabilities that have arisen since November 30, 2008 in the ordinary and usual course of business and consistent with past practice and (B) liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

          (j) Offering of Securities . Neither Parent, Seller, the Company nor any Person acting on their behalf has taken any action (including any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of any of the Purchased Securities under the Securities Act of 1933, as amended from time to time (the “ Securities Act ”), and the rules and regulations of the SEC promulgated thereunder), which might subject the offering, issuance or sale of any of the Purchased Securities to Buyer pursuant to this Agreement to the registration requirements of the Securities Act.

          (k) Litigation and Other Proceedings . There is no Legal Proceeding pending or, to the knowledge of Parent, threatened in writing against any AIA Entity or to which any of their respective assets are subject which would reasonably be expected to result in Losses in excess of $10 million or any permanent injunction or other form of

equitable relief which would have a material adverse effect on any material business operations of any AIA Entity in any Material Jurisdiction. No AIA Entity is subject to any material Order in a Material Jurisdiction and, to the knowledge of Parent, in any jurisdiction (other than a Material Jurisdiction).

          (l) Material Contracts . Seller has used its reasonable best efforts to make available to Buyer a true and complete copy of each of the Material Contracts as in effect as of the Signing Date. Each Material Contract is a valid and binding obligation of each of the AIA Entities (as applicable) that is party thereto and, to the knowledge of Parent, each other party to such Material Contract, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each such Material Contract is enforceable against the AIA Entity that is party thereto and, to the knowledge of Parent, as of the Signing Date, each other party to such Material Contract in accordance with its terms (subject in each case to the Bankruptcy Exceptions), except for such failures to be enforceable as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No AIA Entity or, to the knowledge of Parent, as of the Signing Date, any other party to a Material Contract, is in material default or material breach of a Material Contract and, to the knowledge of Parent, as of the Signing Date, there does not exist any event, condition or omission that would constitute such a material default or material breach (whether by lapse of time or notice or both), in each case, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          (m) Compliance with Laws . The AIA Entities have all material permits, licenses, franchises, authorizations, orders and approvals of, and have made all material filings, applications and registrations with, Governmental Entities, that are required in order to permit them to own or lease their properties and assets and to carry on their business as presently conducted (the “ Permits ”), including all material licenses, certificates of authority, permits or other authorizations that are required to be obtained from any Governmental Entity in connection with the operation, ownership or transaction of insurance or reinsurance business. To the knowledge of Parent, all Permits are valid and in full force and effect. To the knowledge of Parent, no AIA Entity is in default under or the subject of a proceeding for suspension or revocation of, and, to the knowledge of Parent, no condition exists that with notice or lapse of time or both would constitute a default under, or basis for suspension or revocation of, any Permit. To the knowledge of Parent, none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. To the knowledge of Parent, each AIA Entity has complied in all respects and is not in default or violation of, and no AIA Entity is, to the knowledge of Parent, under investigation with respect to or, to the knowledge of Parent, has been threatened to be charged with or given notice of any violation of, any applicable Law, other than such noncompliance, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of Parent, except for statutory or regulatory restrictions of general application or applicable to insurance companies generally and except for restrictions imposed by certain regulators as a result of the financial events concerning Parent as announced by Parent on September 16, 2008, no Governmental Entity has placed any material restriction (other

than Permitted Liens) on the business or properties of any AIA Entity that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. This Section 2.2(m) shall not apply with respect to Taxes.

          (n) Employee Benefit Matters . Parent has delivered or made available to Buyer a true, correct and complete list of Senior Partners and Partners, and true, correct and complete copies of each Management Agreement and each material Company Benefit Plan. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

               (i) Except as set forth on Section 2.2(n)(i) of the Disclosure Letter, no Company Employee participates in a Benefit Plan that is not a Company Benefit Plan;

               (ii) Each Company Benefit Plan has been operated and administered (including with respect to any applicable funding and registration requirements in the case of any pension fund) in compliance with its terms and with applicable Law;

               (iii) No AIA Entity has engaged in a transaction with respect to any Company Benefit Plan that, assuming the taxable period of such transaction expired as at the Signing Date, would reasonably be expected to subject any AIA Entity or any Company Benefit Plan to any Tax or penalty under applicable Law;

               (iv) All contributions required to be made by any AIA Entity (as applicable) under the terms of any Company Benefit Plan have been timely made when due and are appropriately reflected in all respects in the Financial Statements.

               (v) No AIA Entity has any obligations for retiree welfare benefits other than (A) coverage mandated by applicable Law or (B) coverage that continues during an applicable severance period;

               (vi) No Company Benefit Plan is intended to qualify under Section 401(a) of the Code or ERISA;

               (vii) None of the Company Benefit Plans is subject to Title I or Title IV of ERISA, and no Company Employee participates in, or is eligible for, any Parent Benefit Plan that is subject to Title IV of ERISA. Neither Parent nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of or complete or partial withdrawal from any plan covered or previously covered by Title IV of ERISA that is or could become, after the Closing Date, an obligation of any AIA Entity;

               (viii) There is no contract, plan or arrangement (written or otherwise) covering any current or former Company Employee, including without limitation any Management Agreement, that, individually or collectively, could give rise to the payment of any amount as a result of the transactions contemplated hereby that would not be deductible pursuant to the terms of Section 280G or 162(m) of the Code;

               (ix) Except as required by applicable Law, no current or former Company Employee will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby;

               (x) Except as required by applicable Law, no AIA Entity is a party to or bound by any collective bargaining agreement; and

               (xi) Each Company Benefit Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations (including any special provisions relating to qualified plans where such Company Benefit Plan was intended to so qualify) and has been maintained in good standing in accordance with applicable Law and with applicable regulatory authorities. With respect to each Company Benefit Plan, all required contributions have been timely made or properly accrued. No Company Benefit Plan that is a pension scheme has any unfunded liability.

          (o) Taxes .

               (i) Each AIA Entity has timely filed all federal income tax and all other material state, local and foreign income and franchise Tax returns (“ Tax Returns ”) required to be filed through the Signing Date, subject to permitted extensions, and has timely paid all Taxes shown as due on such returns. As of the time of filing, such Tax Returns were true and complete in all material respects. “ Tax ” or “ Taxes ” means (A) any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty or other like assessment or charge, together with any interest or penalty with respect thereto, imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign) (each a “ Taxing Authority ”), and (B) in the case of each AIA Entity, liability for the payment of any amount of the type described in clause (A) as a result of being or having been before the Signing Date a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of any AIA Entity to a Taxing Authority is determined or taken into account with reference to the activities of any other individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

               (ii) (A) The charges, accruals and reserves for Taxes with respect to each AIA Entity reflected on the books of such AIA Entity (excluding any provision for deferred income taxes reflecting either differences between the treatment of items for accounting and income tax purposes or carryforwards) are adequate to cover Tax liabilities accruing through the end of the last period for which each AIA Entity ordinarily record items on their respective books; and (B) all information set forth in the Financial Statements (including the notes thereto) relating to Tax matters is true and complete.

               (iii) (A) All income Tax Returns filed with respect to Tax years of each AIA Entity through the Tax year ended December 31, 2001 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired; (B) no AIA Entity is delinquent in the payment of any material income Tax shown due on a Tax Return or has requested any extension of time within which to file any Tax Return and has not yet filed such Tax Return; (C) no AIA Entity has granted any extension or waiver of the statute of limitations period applicable to any income Tax Return, which period (after giving effect to such extension or waiver) has not yet expired; (D) there is no claim, audit, action, suit, proceeding, or investigation now pending or threatened against or with respect to any AIA Entity in respect of any Tax (to the extent that any such action may materially affect any AIA Entity); (E) there are no requests for rulings or determinations in respect of any Tax pending between any AIA Entity and any Taxing Authority; and (F) during the three-year period ending on the Signing Date, no AIA Entity has made or changed any tax election, changed any annual tax accounting period, or adopted or changed any method of tax accounting (to the extent that any such action may materially affect any AIA Entity), nor has it, to the extent it may materially affect any AIA Entity, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, offset or other reduction in Tax liability.

          (p) Properties and Leases . The AIA Entities (as applicable) have good and marketable title (or the equivalent in the applicable jurisdiction) to all real properties with a minimum estimated fair market value of at least $50 million that are owned by them, in each case free from liens, encumbrances, claims and defects (other than Permitted Liens) that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the AIA Entities (as applicable) hold all leased real property that requires minimum annual lease payments of at least $5 million per year under valid and enforceable leases with no exceptions (other than Permitted Liens) that would interfere with the use made or to be made thereof by them.

          (q) Insurance . All current property and liability insurance policies covering any AIA Entity are in full force and effect (and all premiums due and payable thereon have been paid in full on a timely basis), and no written notice of cancellation, termination or revocation or other written notice that any such insurance policy is no longer in full force or effect or that the issuer of any such insurance policy is not willing or able to perform its obligations thereunder has been received by any AIA Entity, and no AIA Entity is in default of any provision thereof, except, in each case, that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

          (r) Intellectual Property . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) each AIA Entity owns or otherwise has the right to use, all intellectual property rights, including all trademarks, trade dress, trade names, service marks, domain names, patents, inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in the

conduct of their existing businesses and all rights relating to the plans, design and specifications of any of its branch facilities (“ Proprietary Rights ”) free and clear of all liens and any claims of ownership by current or former employees, contractors, designers or others except for any Permitted Liens and (2) to the knowledge of Parent, no AIA Entity is materially infringing, diluting, misappropriating or violating, nor has any AIA Entity received within the last two years any written (or, to the knowledge of Parent, oral) communications alleging that any of them has materially infringed, diluted, misappropriated or violated, any of the Proprietary Rights owned by any other Person. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of Parent, no other Person is infringing, diluting, misappropriating or violating, nor has any AIA Entity sent any written communications since January 1, 2007 alleging that any Person has infringed, diluted, misappropriated or violated, any of the Proprietary Rights owned by any AIA Entity.

          (s) Brokers and Finders . No broker, finder or investment banker is entitled to any financial advisory, brokerage, finder’s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of Parent, Seller, any AIA Entity or any of their respective Affiliates.

          (t) Insurance Issued by AIA, PhilAm and the Insurance Subsidiaries .

               (i) Since January 1, 2007 and save in respect of benefits relating to claims incurred but not yet reported and reported claims being processed by AIA, PhilAm or any of the Insurance Subsidiaries as of the Signing Date, all benefits due and payable under Insurance Contracts issued by AIA, PhilAm or any of the Insurance Subsidiaries have been paid in the ordinary course of business and in accordance with the terms of the Insurance Contracts under which they arose, except for such benefits for which AIA, PhilAm or any Insurance Subsidiary believes there is a reasonable basis to contest payment and subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

               (ii) All policy forms and rates in use by AIA, PhilAm or any of the Insurance Subsidiaries, and all endorsements, applications and certificates pertaining thereto, as and where required by applicable Laws, have been either filed, approved, or filed and non-disapproved by all applicable Governmental Entities, subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

               (iii) There are no unpaid claims or assessments made against AIA, PhilAm or any Insurance Subsidiary by any insurance guarantee associations or similar organizations in connection with such association’s insurance guarantee fund, subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

               (iv) All reinsurance treaties or agreements to which AIA, PhilAm or any Insurance Subsidiary is a party or under which AIA, PhilAm or any

Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect, or run-off in accordance with its terms, subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of AIA, PhilAm and the Insurance Subsidiaries and, to the knowledge of Parent, any other party to a reinsurance treaty, binder or other reinsurance agreement, in each case the annual premium associated therewith is greater than or equal to $10 million, is in default in any material respect as to any provision thereof and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by the Transaction Documents. None of AIA, PhilAm and the Insurance Subsidiaries has received any written notice to the effect that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement.

               (v) Parent has made available to Buyer a true and complete copy of all appraisal valuation reports prepared by independent actuaries with respect to the business of each of AIA, PhilAm and the Insurance Subsidiaries as at August 31, 2008, and all attachments, addenda, supplements and modifications thereto, including any roll-forward as of November 30, 2008 (the “ Actuarial Analyses ”). To the knowledge of Parent, (i) any information and data furnished by AIA, PhilAm or any Insurance Subsidiary to independent actuaries in connection with the preparation of the Actuarial Analyses were accurate in all material respects, (ii) each Actuarial Analysis was based, in all material respects, upon an accurate inventory of policies in force for AIA, PhilAm and the Insurance Subsidiaries, as the case may be, at the relevant time of preparation.

          (u) Producers; Sales Practices . (i) Each insurance agent, marketer, underwriter, wholesaler, broker, distributor or other producer that wrote, sold, produced or marketed Insurance Contracts for AIA, PhilAm or any of the Insurance Subsidiaries (each, a “ Producer ”), at the time such Producer wrote, sold, produced or marketed such Insurance Contract, was duly licensed as required by applicable Law (for the type of business written, sold, produced or marketed on behalf of AIA, PhilAm or the Insurance Subsidiary) except for such failures to be licensed which have been cured, which have been resolved or settled through agreements with applicable Governmental Entities, which are barred by an applicable statute of limitations or which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (ii) no Producer is in violation of any Law applicable to the writing, sale, production or marketing of Insurance Contracts for AIA, PhilAm or any of the Insurance Subsidiaries, including (A) all applicable Laws relating to the disclosure of the nature of insurance products as policies of insurance, (B) all applicable Laws relating to insurance product projections and illustrations, (C) all applicable prohibitions on the use of unfair methods of competition and deceptive acts or practices relating to the advertising, sales and marketing of insurance or annuities and (D) all applicable disclosure, filing and other requirements with respect to any variation in premiums or other charges resulting from the time at which such premiums or charges are paid, except for such violations which have been cured, which have been resolved or settled through agreements with applicable

Governmental Entities, which are barred by an applicable statute of limitations or which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          (v) Investment Assets . Parent has made available to Buyer a true, correct and complete list of the investment assets beneficially owned by PhilAm and each subsidiary of PhilAm that is an Insurance Subsidiary as at December 31, 2008 and by AIA and each subsidiary of AIA that is an Insurance Subsidiary as at February 28, 2009.

          (w) Reserves . The reserves for payment of benefits, losses, claims and expenses under all Insurance Contracts of AIA, PhilAm and each Insurance Subsidiary as set forth in the most recent financial statements filed as of the Signing Date with the applicable regulatory authorities in the primary jurisdictions of such entity and its material branches were determined in accordance with SAP. For the sake of clarity, however, Parent makes no express or implied representation or warranty hereby or otherwise under this Agreement as to the future experience or profitability arising from the business conducted by AIA, PhilAm and the Insurance Subsidiaries as of the Signing Date or that the reserves held by or on behalf of AIA, PhilAm or any of the Insurance Subsidiaries or the assets supporting such reserves have been or will be adequate or sufficient for the purposes for which they were established or that the reinsurance recoverables taken into account in determining the amount of such reserves will be collectible.

          (x) Risk-Based Capital; Statutory Solvency . To the extent permitted by applicable Law and any confidentiality obligations pursuant to any contract with any Governmental Entity, Parent and/or AIA has made available to Buyer true and complete copies of all material analyses and reports submitted by AIA, PhilAm or any of the Insurance Subsidiaries to the applicable regulatory authorities in the primary jurisdictions of such entities and their respective material branches during the twelve (12) months prior to the Signing Date relating to their respective risk-based capital or statutory solvency calculations.

          (y) Indebtedness . Section 2.2(y) of the Disclosure Letter describes all Indebtedness of each AIA Entity in excess of $10 million as of February 28, 2009.

          (z) Affiliate Transactions . Parent has made available to Buyer (i) a complete and correct list of all current contracts, agreements and other arrangements between any AIA Entity, on the one hand, and Parent or any of its Affiliates (the “ Affiliates ” of Parent referred to in this paragraph exclude the AIA Entities), on the other hand, in each case, to the extent that such contracts, agreements or arrangements call for the payment by or on behalf of any AIA Entity in excess of $25 million per annum, and (ii) a complete list of all intercompany balances in excess of $25 million as of the end of the first fiscal quarter of 2009 for each of the AIA Entities except for PhilAm for which such information is as of December 31, 2008 between any AIA Entity, on the one hand, and Parent or any of its Affiliates, on the other hand.

ARTICLE 3
Covenants

     3.1 Consummation of Purchase and Restructuring; Filings .

          (a) Subject to the terms and conditions of this Agreement, Parent will, and will cause Seller and the AIA Entities to, and Buyer will use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable Laws (including obtaining all Required Regulatory Approvals), so as to permit consummation of the transactions contemplated by the Transaction Documents as promptly as practicable; provided that under no circumstances shall Buyer be under any obligation to agree to, or accept, any agreements, commitments or conditions, pursuant to a settlement or otherwise, with any Governmental Entity, or any other Person in connection with obtaining any Required Regulatory Approval or any other filings with, exemptions or reviews by, or authorizations, consents or approvals of, any Governmental Entity or any other Person required in connection with the consummation of the transactions contemplated by the Transaction Documents. In addition, Parent agrees that it will not, nor allow any AIA Entity to, agree to, or accept, any such agreements, commitments or conditions without the prior written consent of Buyer.

          (b) Subject to clause (a) above, the parties shall promptly make or cause to be made all filings and notifications with all Governmental Entities that are necessary, proper or advisable under the Transaction Documents and applicable Laws to complete and make effective the transactions contemplated by the Transaction Documents. Unless otherwise prohibited by applicable Law, Parent will, and will cause Seller and the AIA Entities to, keep Buyer apprised of all substantive communications with Governmental Entities regarding the transactions contemplated by the Transaction Documents. Subject to applicable Laws, Parent will, and will cause Seller and the AIA Entities to, provide Buyer a reasonable opportunity to review in advance, consult with Parent, Seller or the applicable AIA Entity regarding and consider in good faith, and give reasonable consideration to, the views of Buyer in connection with any filing made with, or written materials submitted to, or oral presentations made to, any Governmental Entity in connection with the transactions contemplated by the Transaction Documents.

     3.2 Expenses . Parent will bear and pay (i) all reasonable costs and expenses incurred by or on behalf of Buyer in connection with transactions contemplated by the Transaction Documents, including the reasonable fees and expenses of its financial or other consultants, investment bankers, accountants and counsel, in accordance with Section 8.05 of the Credit Agreement, and (ii) all costs and expenses incurred by or on behalf of Parent, Seller or any of the AIA Entities in connection with the transactions contemplated by the Transaction Documents.

     3.3 Certain Notifications Until Closing . From the Signing Date until the Closing, Parent shall promptly notify Buyer of (i) except as Previously Disclosed, any fact, event or circumstance to the knowledge of Parent which would reasonably be expected to cause any representation or warranty of Parent contained in this Agreement

to be untrue or inaccurate in any material respect or to cause any covenant or agreement of Parent or Seller contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which Parent is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; provided, however , that delivery of any notice pursuant to this Section 3.3 shall not limit or affect any rights of or remedies available to Buyer; provided, further , that a failure to comply with this Section 3.3 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

     3.4 Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5 ), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Parent shall, and shall cause the AIA Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the AIA Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Parent as announced by Parent on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Parent, Parent shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5 ), permit any AIA Entity to take any of the following actions:

          (a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect;

          (b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest, except for dividends and distributions by any of

AIA’s subsidiaries or by any of PhilAm’s subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted;

          (c) (i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any Equity Interests or (ii) amendment of any term of any Equity Interests (in each case, whether by merger, consolidation or otherwise);

          (d) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, of any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business of such AIA Entities in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) investments set forth in the Capital Expenditure Budget, (iv) Securities Lending Management, and (v) acquisitions with a purchase price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate;

          (e) any sale, lease or other transfer, or creation or incurrence of any lien (other than Permitted Liens) (“ Dispositions ”) on, any assets, securities, properties, interests or businesses, other than (i) in the ordinary course of business in a manner that is consistent with past practice, including (1) the managing of the investment assets in the ordinary course of business by AIA, PhilAm or any of the Regulated Subsidiaries and (2) AIA, PhilAm or any of the Regulated Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, and (3) ordinary course reinsurance and co-insurance arrangements, (ii) any transaction among members of the AIA PhilAm Group, (iii) Securities Lending Management, and (iv) Dispositions of assets, securities, properties, interests or businesses with a sale price (including any related assumed Indebtedness) that does not exceed $25 million individually or $50 million in the aggregate,

          (f) the creation, incurrence or assumption of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the AIA Entities) outstanding at any time greater than $500 million; provided, however , that (A) any refinancing (including any extension, renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount of the existing Indebtedness being refinanced is equal to or more than the amount of any such new Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus other reasonable fees incurred in connection with such refinancing, (B) loans or borrowing by members of the AIA PhilAm Group under currently available lines of credit shall be permitted, (C) intercompany loans, guarantees or advances made among members of the AIA PhilAm Group shall be permitted, (D) Securities Lending Management shall be permitted, and (E) other Indebtedness incurred or assumed in connection with the transactions permitted pursuant to any of Sections 3.4(d)(i)(1) , (d)(i)(2) , (d)(iii) or (d)(v) or Sections 3.4(e)(i)(1) or (e)(i)(2) shall be permitted;

          (g) (i) the grant or increase of any material severance or termination pay to (or amendment of any existing arrangement with) any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (ii) any material increase in benefits payable under any existing severance or termination pay policies, or employment agreements other than in the ordinary course of business, as currently conducted, (iii) the entering into of any material employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any current or former director, officer or employee other than in the ordinary course of business, as currently conducted, (iv) the establishment, adoption or amendment of any material collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee other than in the ordinary course of business, as currently conducted or (v) any material increase in compensation, bonus or other benefits payable to any current or former director, officer or employee other than in the ordinary course of business, as currently conducted; provided , however , that Parent shall be permitted to transfer to one or more AIA Entities the employees described on Section 3.4(g) of the Disclosure Letter whose services primarily relate to the businesses of the AIA Entities, to the extent those transfers have not occurred prior to the Signing Date;

          (h) any material change in the methods of accounting, except as required by concurrent changes in GAAP, IFRS or SAP or applicable Law as agreed to by Parent’s independent public accountants;

          (i) any settlement or proposal to settle (i) any material litigation, investigation, arbitration, proceeding or other claim against or adversely affecting any AIA Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an AIA Entity not in excess of $10 million, or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any AIA Entity that relates to any of the transactions contemplated by any of the Transaction Documents;

          (j) to the extent any of the following would materially and adversely affect the Company and any Material Subsidiary (as defined in the LLC Agreement but as of the Signing Date), the making or changing of any Tax election, the changing of any annual Tax accounting period, or adoption of or change to any method of Tax accounting, the filing of any amended Tax return, the entering into of any closing agreement, the settlement of any Tax claim or assessment, or the surrender of any right to claim a Tax refund, offset or other reduction in Tax liability;

          (k) the entering into of any Tax Sharing Agreement; or

          (l) any agreement, resolution or commitment to do any of the foregoing.

     3.5 Consent Procedure. In the event Parent is required to obtain the consent of Buyer with respect to any proposed action pursuant to Section 3.4 hereof, Parent shall

deliver to Buyer, as set forth in Section 6.5 , or any other individual as may be specified by Buyer as replacing him or her (either such individual set forth in Section 6.5 or any subsequent replacement thereof, the “ Consent Request Contact ”) a written request for consent (a “ Consent Request Notice ”), setting forth sufficient detail regarding the facts and circumstances of such proposed action (including all financial and background information) to enable Buyer to make a reasonably informed decision with respect to such request for consent. Buyer shall only have been deemed to have provided its written consent to any action for purposes of Section 3.4 hereof if the Consent Request Contact has delivered to Parent a copy of the Consent Request Notice with respect to such action which has been countersigned by Buyer. Buyer agrees to use reasonable efforts to cause a decision as to whether or not to grant its consent to any proposed action to be made within 30 calendar days after delivery of a conforming Consent Request Notice with respect thereto to the Consent Request Contact, but the failure to act within such time period shall not in any way affect Buyer’s rights under Section 3.4 or any party’s other rights or obligations under this Agreement. The parties hereto agree that any consent granted with respect to any action in accordance with this Section 3.5 shall be deemed to have been provided for all other purposes for which the consent of Buyer may be required with respect to such action under this Agreement.

     3.6 Intercompany Accounts. Parent will use its commercially reasonable efforts to cause, within the earlier of 12 months after the Closing or the completion of an Initial Public Offering (as defined in the LLC Agreement), all contracts, agreements and other arrangements between any AIA Entity, on the one hand, and Parent or any of its Affiliates (the “Affiliates” of Parent referred to in this paragraph exclude the AIA Entities), on the other hand, in excess of $25 million per annum to be on an arm’s-length basis.

     3.7 Confidentiality; Access to Information .

          (a) The information concerning Parent, Seller, the Company, AIA or PhilAm or their respective subsidiaries furnished or made available to Buyer or its representatives by Parent, Seller, the Company, AIA or PhilAm or their respective representatives pursuant to this Agreement shall be held confidential pursuant to the terms of the nondisclosure agreement, dated as of September 25, 2008, between Parent and Buyer (the “ Nondisclosure Agreement ”).

          (b) Each of Parent and Seller hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “ Comptroller General ”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by Buyer pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “ Board of Governors ”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “ Helping Families Act ”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an

employee of the U.S. Government Accountability Office (the “ GAO ”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal reserve bank (including Buyer). Buyer hereby agrees promptly after the date hereof (i) to inform the GAO in writing of the Nondisclosure Agreement, pursuant to which (and subject to the terms thereof) Buyer has agreed to treat as confidential certain information of Parent and its subsidiaries and affiliated entities, and (ii) in consultation with Parent, to take reasonable steps to establish protocols with the GAO governing the receipt, handling and dissemination by the GAO of confidential information of Parent, Seller and their subsidiaries. In addition to the foregoing, it is acknowledged that Parent or Seller separately has sought assurances from the Comptroller General that the GAO will follow applicable laws and regulations, or other protocols that may be agreed to between the GAO and Parent or Seller, relating to the disclosure of confidential information obtained directly or indirectly from Parent or Seller, and will take steps to enter into a written agreement regarding those assurances and/or other protocols that may be agreed to between the GAO and Parent or Seller.

     3.8 Security Interests. Parent shall take, or caused to be taken, all such actions, and shall execute and deliver or caused to be executed and/or delivered all such agreements, documents and instruments with respect to any Common Units acquired by Parent or any of its Affiliates that are Guarantors and Pledgors pursuant to the Guarantee and Pledge Agreement after the Closing (including certificates therefor) accompanied by undated stock powers executed in blank, and make or caused to be made all such filings and recordings (other than filings or recordings to be made by Buyer) that may be necessary or, in the reasonable opinion of Buyer, desirable in order to create in favor of Buyer, valid and (upon such filing and recording) perfected first priority security interests in such Common Units pursuant to the Guarantee and Pledge Agreement Amendment.

     3.9 Quarter-End Certificate. No later than 10 business days prior to the Closing Date, Parent will cause to be prepared and delivered to Buyer the standard internal balance sheet for AIA and its subsidiaries and, to the extent not already included within such balance sheet, the standard internal balance sheet for PhilAm and its subsidiaries, in each case, that was used to prepare Parent’s most recent balance sheet filed with the Securities and Exchange Commission as of such date (the “ Quarter-End Balance Sheet(s) ”), and a calculation, based on such Quarter-End Balance Sheet(s), of the Quarter-End Stockholders’ Equity (the “ Quarter-End Certificate ”). The Quarter-End Balance Sheet(s) shall (x) fairly present the consolidated (or aggregate pro forma, to the extent PhilAm and its subsidiaries are not yet as of the date thereof subsidiaries of AIA) financial position of the AIA Entities as of the date thereof, (y) include line items substantially consistent with those contained in the AIA 2009 Accounts and, if applicable, the PhilAm 2009 Accounts and (z) be prepared in accordance with the Parent Accounting Policies (including with respect to certification) applied on a consistent basis with the AIA 2009 Accounts and, if applicable, the PhilAm 2009 Accounts. “ Quarter-End Stockholders’ Equity ” means the consolidated (or aggregate pro forma, to the extent PhilAm and its subsidiaries are not yet as of the date thereof subsidiaries of AIA)

stockholders’ equity of the AIA Entities as shown on the Quarter-End Balance Sheet(s), with the following adjustments: (a) excluding the effects of the Restructuring (other than, if applicable, the contribution of PhilAm and its subsidiaries to AIA) and (b) excluding the effects of any change after February 28, 2009 in the foreign currency exchange rates used to translate the functional currencies to the U.S. dollar reporting currency.

     3.10 Notice of LLC Agreement . Parent will cause the Company to provide written notice (which notice shall be satisfactory to Buyer) promptly after the Signing Date to those subsidiaries set forth on Section 3.10 of the Disclosure Letter with a copy of the LLC Agreement and noting that the Company will have certain obligations contained therein that will require the Company as the direct or indirect shareholder of such subsidiary to cause such subsidiary to take or not take certain actions.

ARTICLE 4
Additional Agreements

     4.1 Purchase of Restricted Securities .

          (a) Buyer acknowledges that the Purchased Securities have not been registered under the Securities Act or under any state securities laws. The Purchased Securities are being acquired by Buyer for its own account and without a view to the public distribution or sale of any of the Purchased Securities or any interest in them. Buyer (a) is acquiring the Purchased Securities pursuant to an exemption under the Securities Act from registration under the Securities Act and has no present intention to distribute them to any Person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of any of the Purchased Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, and (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the purchase of the Purchased Securities and of making an informed investment decision.

          (b) Buyer agrees that all certificates or other instruments representing the Preferred Units will bear a legend substantially to the following effect:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT OR SUCH LAWS.”

          (c) In the event that any Purchased Securities (i) become registered under the Securities Act or (ii) are eligible to be transferred without restriction in accordance with Rule 144 or another exemption from registration under the Securities Act (other than Rule 144A), Parent shall cause the Company to issue new certificates or other instruments representing such Purchased Securities, which shall not contain the

legend in Section 4.1(b) above; provided that Buyer surrenders to the Company the previously issued certificates or other instruments.

     4.2 Tax Treatment of the Transactions. It is the intention of the parties that, for U.S. federal income tax purposes, (a) on the transfer by Parent of beneficial ownership of the PhilAm shares to AIA, AIA shall become the owner of such equity interests and the transitory existence of the AIA Note will be disregarded; (b) the following transactions shall be treated as occurring when the Company and HK Co are disregarded under Treasury Regulation Section 301.7701-2(c)(2) as separate entities from Seller: (1) the transfer by Seller of the AIA equity interests to the Company in return for the HK Note A (as defined in Annex A); (2) the issuance of the Preferred Units to Seller in return for the HK Note A; and (3) the issuance by HK Co to the Company of stock of HK Co and the HK Note B (as defined in Annex A) in return for the HK Note A; (c) as a result, each of the transactions described in clause (b) hereof shall be disregarded, including, for the avoidance of doubt, the transitory existence of the HK Note A; (d) the election under Treasury Regulation Section 301.7701-3(c) to treat HK Co as a corporation shall be treated as the transfer by Seller of the AIA equity interests to HK Co in return for all the HK Co. stock and the HK Note B; (e) immediately before the election described in clause (d) hereof, this Agreement shall constitute a binding contract pursuant to which the sale described in clause (f) hereof shall occur; (f) the sale of the Preferred Units to Buyer in return for the Consideration shall be treated as (1) the transfer by Seller to Buyer of undivided interests in the stock of HK Co and the HK Note B in return for the Consideration, followed by (2) the contribution by Buyer and Seller of their respective interests in the stock of HK Co and the HK Note B to the Company, which, as of the time of such contribution, shall be treated as a partnership, in return for the Units; and (g) the transfer, via dividend, of the Consideration to AIGLH, which is (and, as of the time of such transfer, shall continue to be) disregarded as a separate entity from Parent under Treasury Regulation Section 301.7701-2(c)(2), shall be treated as (1) the transfer of the Consideration, to the extent of the fair market value of the PhilAm equity interests, to Parent in return for such PhilAm equity interests, and (2) except to the foregoing extent, a distribution described in Code Section 301 to Parent. The terms of this Agreement and the LLC Agreement shall be interpreted consistently with this intention, and the parties hereto agree not to take any position for U.S. federal income tax purposes (in a filing or otherwise) contrary to this intention.

     4.3 Preparation of Compliant Financial Statements . Parent shall use commercially reasonable efforts to cause its accountants to prepare the Compliant Financial Statements as soon as practicable, but in any event no later than 12 months after the Closing, and Parent shall deliver such Compliant Financial Statements to Buyer. In addition, following the Closing, Parent shall, and shall cause its subsidiaries and representatives to, provide Buyer and the Company (and their respective advisors) with reasonable access to its financial management and any accountant’s work papers, and all financial books, accounts and records relating to the AIA Entities in connection with any public offering of equity or debt securities, including the preparation by the Company or any of its Affiliates of a filing under the Securities Act or with respect to any financing and/or periodic reports under the Securities Exchange Act of 1934, as amended from time to time (the “ Exchange Act ”) or any other compliance by the Company or any of its

Affiliates with the requirements of the securities Laws of the jurisdiction(s) governing any such public offering and any applicable listing standards of any stock exchange or quotation system upon which such securities are to be listed or quoted.

     4.4 Completion of the Restructuring. As soon as practicable, but in any event no later than 60 days after all of the required approvals, consents, exemptions or authorization of any Governmental Entity for such transactions (including any applicable Tax treaty relief rulings) are obtained by Buyer, Parent, Seller or any AIA Entity, Parent shall, and shall cause its Affiliates to, complete, in each case, on terms acceptable to Buyer in all respects, all of the transactions contemplated by the Restructuring that have not been completed at or prior to the Closing.

     4.5 Separation Plan; Contribution of IP . As soon as practicable, but in any event no later than 20 business days prior to the Closing, Parent shall prepare and deliver to Buyer a separation plan, in form and substance reasonably satisfactory to Parent and Buyer (the “ Separation Plan ”), (i) identifying all material assets, properties or Proprietary Rights used or held for use primarily in the business or operations of any of the AIA Entities and not owned by one or more of the AIA Entities, (ii) providing for the contribution or, to the extent reasonably acceptable to Parent and Buyer, the license of such assets and properties to (A) one or more of the AIA Entities prior to the Closing Date, or (B) the Company (and not any other AIA Entity) by such other date as may be agreed between Parent and Buyer; provided, that the Company shall have no plan to, and until after two years following the receipt of any such asset or property shall not, contribute such asset or property to any other AIA Entity except for a transfer in exchange for consideration (other than any equity interest) equal to the fair market value of such asset or property so transferred, (iii) identifying all material contracts, agreements and other arrangements between any AIA Entity, on the one hand, and Parent or any of its Affiliates (the “Affiliates” of Parent referred to in this paragraph exclude the AIA Entities) and the plan for substitution or replacement of same with contracts, agreements and other arrangements with third parties or otherwise and (iv) that takes into account the listing requirements applicable upon a listing on the Stock Exchange of Hong Kong Limited. Parent shall, and shall cause its Affiliates and the AIA Entities to, use its commercially reasonable efforts to comply with the Separation Plan. To the extent any aspect of the Separation Plan cannot be enacted despite the commercially reasonably efforts of Parent, its Affiliates and the AIA Entities, Parent, Buyer and the AIA Entities shall negotiate mutually acceptable revisions to the Separation Plan, with the intention that such revisions shall provide the parties with such rights, assets and properties that approximate that of the Separation Plan to the maximum extent possible. Without limitation of the foregoing, prior to the Closing, Parent shall, and shall cause its Affiliates to, assign, transfer, convey and deliver to one or more AIA Entity all of the trademarks and domain names used or held for use primarily in the business or operations of any of the AIA Entities and not owned by one or more of the AIA Entities (the “ Contributed IP ”), in each case, without cost to any AIA Entity and on terms reasonably satisfactory to Buyer. For purposes of this section, “Proprietary Rights,” “trademarks” or “domain names” do not include the names “AIG,” or “American International Group, Inc.,” or any trade, corporate or business names, trademarks, tag-lines, identifying logos, trade dress, monograms, slogans, service marks, domain names, brand names or any other name or

source identifiers related thereto or employing the wording “AIG” or any “AIG” formative marks, or any derivation or variation of any of the foregoing (for example, among others, American International Group) or any confusingly similar trade, corporate or business name, trademark, tag-line, identifying logo, trade dress, monogram, slogan, service mark, domain name, brand name or other name or source identifier (including any registrations and applications relating thereto).

ARTICLE 5
Indemnification

     5.1 Survival . The representations and warranties of the parties hereto contained in or made pursuant to this Agreement shall survive in full force and effect until the date that is eighteen (18) months after the Closing Date, at which time they shall terminate (and, except as explicitly provided in the second sentence of Section 5.3(a) , no claims shall be made for indemnification under Section 5.2 for a breach of such representations and warranties thereafter); provided that the representations and warranties in Sections 2.2(a) through 2.2(e) , 2.2(o) and 2.2(s) (collectively, the “ Excluded Representations ”) shall survive until the latest date permitted by Law (and shall not be subject to the foregoing limitation). The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the latest date permitted by Law, or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive until the latest date permitted by Law.

     5.2 Indemnification by Parent .

          (a) After the Closing and subject to this Article 5 , Parent shall indemnify, defend and hold harmless Buyer and its Affiliates, and its and their successors and assigns and each of the foregoing’s officers, directors, employees, representatives and advisers and, effective at the Closing, with respect to Third Party Claims only and without duplication, the AIA Entities, their Affiliates and their respective successors and assignees (collectively, the “ Indemnified Parties ”), against, and reimburse the Indemnified Parties for, all Losses that Buyer may at any time suffer or incur, or become subject to:

               (i) subject to Section 5.2(b) hereof, as a result of or in connection with the inaccuracy or breach of any representation or warranty made by Parent in this Agreement (which representations and warranties (except Section 2.2(f)(1) ) shall be read, for purposes of this Section 5.2(a)(i) without regard to any qualifications or limitations whatsoever that may be set forth therein relating to materiality or Material Adverse Effect or any similar qualification or standard);

               (ii) as a result of or in connection with any breach or failure by Parent or Seller to perform any of its covenants or obligations contained in this Agreement;

               (iii) as a result of or in connection with the Restructuring, including any failure to complete any item thereof;

               (iv) as a result of or in connection with any Parent Benefit Plan;

               (v) subject to Section 5.2(c) hereof, as a result of or in connection with (i) any failure to comply in any respect with, or any default or violation of, any applicable Law by any AIA Entity on or before Closing or (ii) any investigation with respect to, any threat to be charged with or any notice of any violation of, any applicable Law by any AIA Entity with respect to acts or omissions occurring on or before Closing; provided that this Section 5.2(a)(v) shall not apply with respect to indemnification for non-compliance with or violation of applicable Tax laws, which shall be governed solely by Section 5.2(a)(i) ;

               (vi) as a result of or in connection with the ownership or operations of (a) AIGGIC, (b) PhilAm Insurance Company, Inc. and (c) Pacific Union Assurance Company; or

               (vii) subject to Section 5.2(d) hereof, as a result of or in connection with the Compliant Financial Statements revealing a financial condition or results of operations of the Company and its subsidiaries that is, in the aggregate, materially different (excluding any effects related to the timing associated with the recognition of cash flows) from either the financial condition or results of operations of (A) AIA and its subsidiaries as reflected in the AIA Historical Accounts and the AIA 2009 Accounts and (B) PhilAm and its subsidiaries as reflected in the PhilAm Historical Accounts and the PhilAm 2009 Accounts, in each case, as at their corresponding respective dates and for the corresponding respective periods covered thereby.

          (b) Notwithstanding anything to the contrary contained herein, except in connection with the Excluded Representations (other than any such representation or warranty contained in Section 2.2(o) ), Parent shall not be required to indemnify, defend or hold harmless the Indemnified Parties against, or reimburse the Indemnified Parties for, any Losses pursuant to Section 5.2(a)(i) : (x) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of $10 million (nor shall any such claim or series of related claims that do not meet the $10 million threshold be applied to or considered for purposes of calculating the aggregate amount of Losses for which Parent does not have responsibility under clause (y) of this Section 5.2(b) below, until the aggregate amount of Losses for which indemnification by Parent has been excluded by this clause (x) exceeds $225 million, in which case all further claims or series of related claims that do not meet the $10 million threshold shall be applied to and considered for purposes of calculating when the aggregate amount of Losses for which Parent does not have responsibility under such clause (y)); (y) until the aggregate amount of Losses for which the Indemnified Parties are finally determined to be entitled to indemnification under Section 5.2(a)(i) exceeds 5% of the Consideration, after which Parent shall be obligated for all Losses entitled to indemnification under Section 5.2(a)(i) that are in

excess of 5% of the Consideration; and (z) in a cumulative aggregate amount exceeding 50% of the Consideration.

          (c) Notwithstanding anything to the contrary contained herein, Parent shall not be required to indemnify, defend or hold harmless the Indemnified Parties against, or reimburse the Indemnified Parties for, any Losses pursuant to Section 5.2(a)(v) : (x) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of $1 million (nor shall any such claim or series of related claims that do not meet the $1 million threshold be applied to or considered for purposes of calculating the aggregate amount of Losses for which Parent does not have responsibility under clause (y) of this Section 5.2(c) below, until the aggregate amount of Losses for which indemnification by Parent has been excluded by this clause (x) exceeds $20 million, in which case all further claims or series of related claims that do not meet the $1 million threshold shall be applied to and considered for purposes of calculating when the aggregate amount of Losses for which Parent does not have responsibility under such clause (y)); (y) until the aggregate amount of Losses for which the Indemnified Parties are finally determined to be entitled to indemnification under Section 5.2(a)(v) exceeds $150 million, after which Parent shall be obligated for all Losses entitled to indemnification under Section 5.2(a)(v) that are in excess of $150 million; and (z) in a cumulative aggregate amount exceeding 50% of the Consideration.

          (d) Notwithstanding anything to the contrary contained herein, Parent shall not be required to indemnify, defend or hold harmless the Indemnified Parties against, or reimburse the Indemnified Parties for, any Losses pursuant to Section 5.2(a)(vii) (x) for any Losses, other than Diminution in AIA Value Losses, and (y) until the aggregate amount of Diminution in AIA Value Losses for which the Indemnified Parties are finally determined to be entitled to indemnification under Section 5.2(a)(vii) exceeds $1 billion, after which Parent shall be obligated for all Diminution in AIA Value Losses entitled to indemnification under Section 5.2(a)(vii) that are in excess of $1 billion.

     5.3 Notification of Claims .

          (a) Buyer shall promptly notify Parent in writing of any claim in respect of which indemnity may be sought under this Article 5 , including any pending or threatened claim or demand by a third party that Buyer has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against Buyer) (each, a “ Third Party Claim ”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however , that (x) the failure to provide such notice shall not release Parent from any of its obligations under this Article 5 , except to the extent that Parent is materially prejudiced by such failure and (y) in the case of any claim for indemnification under Section 5.2(a)(vii) , such notice may be delivered only on or after the earlier to occur of a Drag-Along Sale or Sale of the Company (each as defined in the LLC Agreement) and the second anniversary of an

Initial Public Offering (as defined in the LLC Agreement). The parties agree that (i) notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 5.1 for such representation, warranty, covenant or agreement and (ii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 5.3(a) shall be expressly barred and are hereby waived; provided, further , that if, prior to such applicable date, Buyer shall have notified Parent in accordance with the requirements of this Section 5.3(a) of a claim for indemnification under this Article 5 (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article 5 notwithstanding the passing of such applicable date.

          (b) Upon receipt of a notice of a claim for indemnity from Buyer pursuant to Section 5.3(a) in respect of a Third Party Claim, Parent may, by notice to Buyer delivered within twenty (20) business days of the receipt of notice of such Third Party Claim, assume the defense and control of any Third Party Claim, with its own counsel and at its own expense; provided that, prior to assuming control of such defense, Parent must acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim under this Article 5 . Buyer may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from Parent as contemplated by the immediately preceding sentence. Parent shall allow Buyer a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. Parent shall not, without the prior written consent of Buyer (which shall not be unreasonably withheld), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third Party Claim, unless such settlement, compromise, discharge or entry of any judgment does not involve any finding or admission of any violation of applicable Law or admission of any wrongdoing by all Indemnified Parties, and Parent shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment (unless otherwise provided in such judgment), (ii) obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional release of Buyer from any and all liabilities in respect of such Third Party Claim. Buyer shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it is seeking indemnification from Parent or admit to any liability with respect to such claim or demand without the prior written consent of Parent.

          (c) Notwithstanding anything to the contrary contained in this Article 5 (including Section 5.2 ), Parent shall not have any liability under this Article 5 for any Losses arising out of or in connection with any Third Party Claim that is settled or compromised by Buyer without the consent of Parent.

          (d) Subject to Section 5.3(e) through (g) , in the event Parent receives a notice of a claim for indemnity from Buyer pursuant to Section 5.3(a) that does not involve a Third Party Claim, Parent shall notify Buyer within twenty (20) business days following its receipt of such notice whether Parent disputes its liability to Buyer under this Article 5 . If Parent fails to timely notify Buyer, the Losses arising out of such claim

shall be conclusively deemed to be a liability of Parent and Parent shall promptly pay to Buyer any and all Losses arising out of such claim. Buyer shall reasonably cooperate with and assist Parent in determining the validity of any such claim for indemnity by Buyer.

          (e) In the event Parent receives a notice of a claim for indemnity under Section 5.2(a)(vii) from Buyer, Parent shall notify Buyer within twenty (20) business days following its receipt of such notice whether Parent disputes its liability to Buyer, or the amount of any Losses claimed, under Section 5.2(a)(vii) . Any notice delivered to Buyer pursuant to this Section 5.3(e) (a “ Notice of Disagreement ”) shall specify in reasonable detail Parent’s basis for disputing its liability or the amount of indemnifiable Losses under Section 5.2(a)(vii) . During the twenty (20) business day period following the delivery of any Notice of Disagreement, Buyer and Parent shall negotiate in good faith to reach agreement with respect to the disputed liability or amount. If Buyer and Parent are unable to reach such agreement during such period, within five (5) business days following the end of such period, each of Buyer and Parent shall deliver to the other party a written notice setting forth its good faith calculation of the amount of indemnifiable Losses under Section 5.2(a)(vii) (with respect to each such party, such party’s “ Estimate of Losses ”).

          (f) If the difference on a percentage basis between the amount of Parent’s Estimate of Losses and the amount of Buyer’s Estimate of Losses is equal to or less than 10%, then each of Parent and Buyer agrees, on behalf of itself and its Affiliates, that the amount of indemnifiable Losses under Section 5.2(a)(vii) shall be equal to the average of Buyer’s Estimate of Losses and Parent’s Estimate of Losses.

          (g) If the difference of a percentage basis between the amount of Parent’s Estimate of Losses and the amount of Buyer’s Estimate of Losses is greater than 10%, then each of Parent and Buyer shall promptly, and in any event within (x) ten (10) business days, select an investment bank of nationally recognized standing reasonably satisfactory to Parent and Buyer (which shall not have any material commercial relationship with Parent or Buyer) (the “ Independent Expert ”) and (y) forty (40) business days cause the Independent Expert to determine which of Parent’s Estimate of Losses or Buyer’s Estimate of Losses is closer to the amount of Losses described in Section 5.2(a)(vii) actually suffered or incurred by Buyer as a result of or in connection with the matters covered thereby (such closer estimate, the “ Prevailing Estimate ”). Each of Parent and Buyer agrees, on behalf of itself and its Affiliates, (x) to cooperate with each other, their respective advisors and the Independent Expert to facilitate the review and analysis of the Independent Expert and to provide it with sufficient information and access to data and personnel to enable it to make its determination, (y) that the determination by the Independent Expert as to the Prevailing Estimate shall be final and binding upon Parent and Buyer and (z) that the amount of indemnifiable Losses under Section 5.2(a)(vii) shall be equal to the Prevailing Estimate. The costs and expenses of the Independent Expert shall be borne by the party that did not deliver the Prevailing Estimate.

          (h) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

          (i) Except as provided herein, no party shall by virtue of this Agreement have any rights to defend or participate in the defense of any Third Party Claims as to which it is not named as a defendant.

     5.4 Payment .

          (a) In the event a claim or any Action for indemnification under this Article 5 by Buyer for a Diminution In AIA Value Loss has been finally determined (other than a claim under Section 5.2(a)(vii)):

               (i) if Buyer’s Diminution In AIA Value Loss arose in connection with indemnification pursuant to Section 5.2(a)(i) (other than the inaccuracy or breach of the Excluded Representations except for any such representation or warranty contained in Section 2.2(o )), promptly after a Liquidation Shortfall Event shall have occurred, Parent shall pay to Buyer on demand in immediately available funds the lesser of (x) the aggregate amount of such final determination (or any relevant portion thereof) and (y) the positive difference, if any, of the Liquidation Shortfall minus any amounts previously received or to be received from Parent in respect of Sections 5.4(a)(ii) and 5.4(b) ; and

               (ii) if Buyer’s Diminution In AIA Value Loss arose other than as described in Section 5.4(a)(i) (including, but not limited to, as a result of the inaccuracy or breach of any of the Excluded Representations except for any such representation or warranty contained in Section 2.2(o) ), the amount of such final determination shall be paid by Parent to Buyer on demand in immediately available funds; provided that (x) if the Preferred Payment (as defined in the LLC Agreement) shall have thereafter occurred, Buyer shall repay to Parent, on demand in immediately available funds, any amounts previously received from Parent in respect of this Section 5.4(a)(ii) or (y) if a Liquidation Shortfall Event shall have thereafter occurred, Buyer shall repay to Parent, on demand in immediately available funds, the positive difference, if any, of (A) any amounts previously received from Parent in respect of this Section 5.4(a)(ii) minus (B) the Liquidation Shortfall.

          (b) In the event a claim or any Action for indemnification under Section 5.2(a)(vii) by Buyer has been finally determined, promptly after a Liquidation Shortfall Event shall have occurred, Parent shall pay to Buyer on demand in immediately available funds the lesser of (x) the aggregate amount of such final determination (or any relevant portion thereof) and (y) the positive difference, if any, of the Liquidation Shortfall minus any amounts previously received or to be received from Parent in respect of Sections 5.4(a)(i) and 5.4(a)(ii) .

          (c) In the event a claim or any Action for indemnification under this Article 5 by (x) Buyer (other than for a Diminution In AIA Value Loss or a claim under Section 5.2(a)(vii) ) or (y) any other Indemnified Party, in either case, has been finally determined the amount of such final determination shall be paid by Parent to such Indemnified Party on demand in immediately available funds.

          (d) For purposes of this Section 5.4 , a claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Article 5 when the parties hereto have so determined by mutual agreement or, if disputed, when a final non-appealable order, writ, judgment, injunction, decree or award entered by or with any Governmental Entity has been entered into with respect to such claim or Action.

     5.5 Exclusive Remedies . Each party hereto acknowledges and agrees that, other than in the case of Intentional Breach (defined below) by Parent or Seller or fraud (a) prior to the Closing, the sole and exclusive remedy of Buyer for any breach or inaccuracy of any representation or warranty contained in this Agreement or any certificate or instrument delivered hereunder shall be, in the event that each of the conditions set forth in Sections 1.2(c), (d) and (e) has not been satisfied or waived, refusal to close the purchase and sale of the Purchased Securities hereunder; and (b) following the Closing, (i) the indemnification provisions of this Article 5 shall be the sole and exclusive remedies of Buyer for any breach of the representations or warranties contained in this Agreement and (ii) notwithstanding anything to the contrary contained herein, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any party hereto to rescind this Agreement or any of the transactions contemplated by this Agreement. For the purposes of this Section 5.5 , the term “ Intentional Breach ” shall mean a breach that is a consequence of an act or omission by the breaching party with the actual knowledge that the taking of such act would, or would reasonably be expected to, cause a breach of this Agreement; provided , that , any breach of this Agreement which results in Losses to the Indemnified Parties of less than $10,000,000 shall be deemed not to be an Intentional Breach.

     5.6 Additional Indemnification Provisions. Parent and Buyer agree, for themselves and on behalf of their respective Affiliates, that (i) with respect to each indemnification obligation set forth in Article 5 , any Transaction Document or any other document executed or delivered in connection with the Closing, in no event shall Parent have any liability to Buyer for any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, and (ii) Buyer’s Losses shall include, without duplication, diminution in value of the AIA Entities (a “ Diminution in AIA Value Loss ”).

ARTICLE 6
Miscellaneous

     6.1 Termination . This Agreement may be terminated at any time prior to the Closing:

          (a) by either Buyer or Seller if the Closing shall not have occurred by December 31, 2009; p rovided, however , that any party may elect to extend such date to March 31, 2010; provided , further , that in the event the Closing has not occurred by March 31, 2010, the parties will consult in good faith to determine whether to extend the term of this Agreement, it being understood that the parties shall be required to consult only until the fifth calendar day after such date and not be under any obligation to extend the term of this Agreement thereafter; provided, further , that the right to terminate this Agreement under this Section 6.1(a) shall not be available to any party whose breach of any representation or warranty or failure to perform any obligation under this Agreement shall have caused or resulted in the failure of the Closing to occur on or prior to such date; provided , further , that if Buyer exercises its rights pursuant to Section 1.2(c)(i) of the ALICO Purchase Agreement to require that any Approval(s) not listed on Section 1.2(c)(i) of the ALICO Disclosure Letter be obtained, the parties shall agree in good faith to an appropriate extension to the term of this Agreement; or

          (b) by either Buyer, Parent or Seller in the event that any Governmental Entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by any of the Transaction Documents and such order, decree, ruling or other action shall have become final and nonappealable; or

          (c) by the mutual written consent of Buyer, Parent and Seller.

In the event of termination of this Agreement as provided in this Section 6.1 , this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto; provided that nothing herein shall relieve either party from liability for any breach of this Agreement. The provisions of Section 3.2 and Article 6 shall survive termination of this Agreement as provided in this Section 6.1 .

     6.2 Amendment . No amendment of any provision of this Agreement will be effective unless made in writing and signed by an officer or a duly authorized representative of each party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative of any rights or remedies provided by Law.

     6.3 Waiver of Conditions . The conditions to each party’s obligation to consummate the Closing are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable Law. No waiver will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver.

     6.4 Governing Law; Submission to Jurisdiction, Etc . This Agreement, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with, United States federal law and not the law of any State. To the extent that a court looks to the laws of any State to determine or define the United

States federal law, it is the intention of the parties hereto that such court shall look only to the laws of the State of New York without regard to its rules of conflicts of laws. Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York for any and all actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby, and (b) that notice may be served upon (i) Parent and Seller at the address and in the manner set forth for notices to Parent and Seller in Section 6.5 and (ii) Buyer in accordance with federal law. To the extent permitted by applicable Law, each of the parties hereto hereby unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

     6.5 Notices . Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices to Parent or Seller shall be delivered to the address set forth below, or pursuant to such other instruction as may be designated in writing by Parent or Seller to Buyer. All notices to Buyer shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by Buyer to Seller.

If to Buyer:

Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045-0001
Attention: Brett Phillips, Counsel
Facsimile: 212) 720-7797
Telephone: (212) 720-5166

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Attention: John Amorosi and John Knight
Facsimile: (212) 450-3800
Telephone: (212) 450-4000

If to the Parent or Seller:

American International Group, Inc.
70 Pine Street,
New York, NY 10270
Attention: General Counsel
Facsimile: (212) 785-2175
Telephone: (212) 770-7000

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Michael Aiello and Matthew Gilroy
Facsimile: (212) 310-8007
Telephone: (212) 310-8000

     6.6 Definitions .

          (a) The term “ Action ” means any claim, action, suit, arbitration or proceeding by or before any Governmental Entity or arbitral body.

          (b) The term “ Affiliate ” of any Person means any Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person, and the term “ Affiliated ” shall have a correlative meaning; provided , however , that, for purposes hereof and except as set forth in Section 6.6(m)(ii) , (i) no AIA Entity will be treated as Affiliates of Buyer, (ii) none of Parent, Seller nor any of their Affiliates, on the one hand, nor Buyer nor any of its Affiliates, on the other, shall be deemed an Affiliate of the other such Person(s) and (iii) for the sake of clarity, none of the AIG Credit Trust or the United States Department of the Treasury, on the one hand, or Buyer or any of its Affiliates, on the other, shall be deemed an Affiliate of the other such Person.

          (c) The term “ AIA PhilAm Group ” means AIA, PhilAm, and their respective subsidiaries collectively; provided that, for purposes of Section 3.4 , until the beneficial ownership of PhilAm is contributed to AIA pursuant to the Restructuring, the term “AIA PhilAm Group” means AIA and its subsidiaries.

          (d) The term “ AIG Credit Trust ” means the trust designated as the AIG Credit Facility Trust established for the sole benefit of the United States Treasury under that certain trust agreement dated January 16, 2009 and shall include the trustees thereof acting in their capacities as such trustees as the context may require.

          (e) The term “ AIGGIC ” means AIG Global Investment Corp. (Asia) Ltd., AIG Global Investment Corp. (Singapore) Ltd., AIG Investments (Malaysia) Sdn Bhd, AIG Investments Consulting Corporation Taiwan Ltd., AIG Investments Management Corporation Taiwan Ltd., AIG Global Investment Corp. (Hong Kong) Ltd, AIG Investments Korea Ltd, AIG Global Investment Corporation (Mauritius) Limited, AIG Global Investment Corp. (Middle East) Limited, AIG Global Investment Corp. (Shanghai) Ltd., AIG Investment India Advisors Private Limited or Philamlife Asset Management Inc. and their respective branches and subsidiaries.

          (f) The term “ ALICO Disclosure Letter ” means the disclosure letter delivered in connection with the ALICO Purchase Agreement.

          (g) The term “ Benefit Plan ” means all incentive, profit-sharing, share option, share purchase, other equity-based, employment, consulting, compensation, holiday or other leave, change in control, retention, supplemental retirement, pension, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs, policies or agreements, in each case established or maintained by Parent or any of its Affiliates or to which Parent or any of its Affiliates contributes or is obligated to contribute.

          (h) The term “ Capital Expenditure Budget ” means the capital expenditures described in the SIO (Strategic Initiatives Office) appropriation budget for 2009, as set forth in folder 1.5.2.2.2 of the Data Room.

          (i) The term “ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.

          (j) The term “ Company Benefit Plans ” means any Benefit Plan that is sponsored solely by one or more of the AIA Entities or with respect to which any AIA Entity has any liability.

          (k) The term “ Company Employee ” means (i) each Person who as of the Closing Date is an active employee of any AIA Entity and (ii) each Person who is an employee of any AIA Entity as of the Closing Date who is absent from employment due to illness, vacation, injury, military service or other authorized absence (including an employee who is “disabled” within the meaning of the short-term disability plan currently in place for the AIA Entities).

          (l) The term “ Compliant Financial Statements ” means the financial statements in a form that is substantially compliant with the requirements for effecting an Initial Public Offering (as defined in the LLC Agreement) on the Stock Exchange of Hong Kong Limited.

          (m) The term “ Control ,” “ Controlled , ” and “ Controlling ” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, however , that (i) none of Buyer or any of its Affiliates shall at any time be deemed to Control (or have the right to obtain the Control of) Parent, Seller or any AIA Entity under this Agreement by virtue of any of the following: (A) the Credit Agreement (as of the Signing Date), any related pledge and security arrangements or the exercise of any rights or the performance of any obligations thereunder, (B) the AIG Credit Facility Trust Agreement, dated as of January 16, 2009, relating to the AIG Credit Trust or the exercise of any rights or the performance of any obligations thereunder, (C) the ownership by the AIG Credit Trust, the United States Department of the Treasury or any other United States Governmental Entity (other than Buyer or any of its Affiliates) of any equity securities of Parent or any of its Affiliates (other than the Company) or the exercise of any voting or other rights attaching to any such equity securities and/or (D) this Agreement or the LLC Agreement or the exercise of any rights or the performance of any obligations hereunder or thereunder; and (ii)

notwithstanding clause (A) above of this definition, Buyer or any of its Affiliates (which does not include, for the sake of clarity, the AIG Credit Trust) shall be deemed to Control Parent, Seller or any AIA Entity under this Agreement at any time that Buyer or any of its Affiliates (which does not include, for the sake of clarity, the AIG Credit Trust) (x) shall own, directly or indirectly, either (A) a majority of the outstanding Common Interests (as defined in the LLC Agreement) or (B) securities of Parent or Seller representing a majority of the shares entitled to vote on matters generally presented for a vote of the stockholders of Parent or Seller, as the case may be or (y) shall have the right to elect or appoint a majority of the members of the board of directors or board of managers of Parent, Seller or the Company.

          (n) The term “ Credit Agreeme