PURCHASE AGREEMENT

Exhibit 2.2

EXECUTION VERSION

PURCHASE AGREEMENT

dated as of

June 25, 2009

between

American International Group, Inc.,

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 ”) between American International Group, Inc. (“ Seller ”) and the Federal Reserve Bank of New York (“ Buyer ”).

Recitals:

          WHEREAS, Seller wishes 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, Seller shall complete the restructuring steps set forth in Annex A (the “ Restructuring ”) pursuant to which, among other things, Seller will transfer or cause to be transferred to the Company 100% of the equity of American Life Insurance Company (“ ALICO ”) that it directly or indirectly owns, which constitutes 100% of ALICO’s total share capital; and

          WHEREAS, as a result of the Restructuring and as more fully described in Annex A , Seller will hold all of the common membership units of the Company (the “ Common Units ”), all of the junior preferred membership units of the Company (the “ Junior Preferred Units ”) and all of the senior preferred membership units of the Company (the “ Senior Preferred Units ” and together with the Junior Preferred Units, the “ Preferred Units ” and the Preferred Units, together with the Common Units, the “ Units ”); 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 discharge $9 billion of the outstanding principal indebtedness owed by Seller to Buyer (such face amount for all purposes under this Agreement, the “ Consideration ”) under the Credit Agreement dated as of September 22, 2008 between Seller and Buyer, as amended from time to time (the “ Credit Agreement ”).

           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 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 discharge a portion of the outstanding indebtedness owed by Seller to Buyer under the Credit Agreement in the amount of $9 billion.

          (c) The respective obligations of each of Buyer and Seller to consummate the Closing are subject to the satisfaction (or waiver by Buyer 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 (collectively, the “ Approvals ”), 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) in each case as 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; provided , that if any Approval(s) is not set forth on Section 1.2(c)(i) of the Disclosure Letter (as may be supplemented or amended pursuant to Section 6.13 ), but is nevertheless reasonably determined by any of the parties hereto to be so required to be made or obtained, then any party hereto may require that such Approval(s) be obtained before consummation of the Closing;

               (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 Seller pursuant to that certain Purchase Agreement dated as of the date hereof among Buyer, Seller and American International Reinsurance Company, Limited (the “ AIA 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 AIA Purchase Agreement) shall have been satisfied (or waived by Buyer and/or Seller, as applicable);

               (v) Seller shall have received a ruling from the Internal Revenue Service that the transfer by Seller of all the equity of ALICO to the Company (in accordance with the Restructuring steps set forth in Annex A ) is eligible for an election under Section 338(h)(10) of the Code; and

               (vi) the steps of the Restructuring described in paragraphs 1 through 3 of Annex A shall have been effected (or caused to be effected) by Seller, 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 Seller 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) Seller shall have performed in all material respects all obligations and covenants required to be performed by Seller 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 Seller 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 stockholders’ equity (including non-controlling equity interests) as set forth in the ALICO 2009 Accounts or, in the event the Quarter-End Stockholders’ Equity is less than such amount, 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 ALICO Entities in accordance with Section 4.5 ; and

               (viii) Seller shall have taken, or caused to be taken, all such actions, and executed and delivered or caused to be executed and/or delivered all such agreements, documents and instruments with respect to any Common Units held by Seller or any of its Affiliates that are Guarantors and Pledgors pursuant to the Guarantee and Pledge Agreement (including certificates therefor) accompanied by undated stock powers executed in blank, and made 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.

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

               (i) Seller shall have received from Buyer a payoff letter with respect to the discharge of 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 Seller and its subsidiaries (including the Company) and shall be in full force and effect.

     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, 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 and ALICO and their respective subsidiaries (collectively, the “ ALICO 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 ALICO 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 ALICO 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 ALICO 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 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; provided that no item in any other section or subsection of the Disclosure Letter shall be deemed disclosed with respect to Section 5.2(a)(v) of the Disclosure Letter).

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

          (a) Organization, Authority, Subsidiaries . Each of Seller, the Company and ALICO 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 and ALICO 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 and ALICO 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 of the Company and ALICO, its jurisdiction of organization and the Company’s or ALICO’s, as the case may be, direct or indirect ownership of each such subsidiary 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 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 ALICO 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 ALICO 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 ALICO Entity to which any such Person is a party, or agreements or understandings to which any ALICO 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 . As of the Closing Date, all of the issued and outstanding equity of ALICO 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 ALICO is fully paid and non-assessable and owned by ALICO 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) 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). The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated by the Transaction Documents by Seller and any ALICO Entity have been duly authorized by all necessary action on the part of Seller and the ALICO Entities and their respective stockholders or members, and no further approval or authorization shall be required on the part of Seller or any ALICO Entity or any of their respective stockholders or members. Each of the Transaction Documents to which Seller or any ALICO 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 Seller enforceable against 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 Seller of this Agreement and the consummation of the transactions contemplated by the Transaction Documents by Seller and the ALICO Entities and compliance by Seller and the ALICO 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 Seller or any ALICO 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 Seller or any ALICO 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 Seller or any ALICO 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, Seller or any ALICO 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 Seller 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 Seller as announced by Seller on September 16, 2008 and (y) the Restructuring, the business of the ALICO 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 ALICO 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 ALICO Entity in respect of any Equity Interest of any ALICO Entity, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Equity Interest of any ALICO Entity by any ALICO Entity, other than any dividend declared or paid in the ordinary course of business by any subsidiary of the Company (other than ALICO) 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 ALICO Entity by any ALICO Entity or (B) amendment of any term of any Equity Interests of any ALICO 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 ALICO Entity of any assets, securities, properties, interests or businesses, other than (A) in the ordinary course of business of such ALICO 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 ALICO or any of the Insurance Subsidiaries and (2) ALICO or any of the Insurance Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, (B) any transaction among ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (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 ALICO Entity, other than (A) in the ordinary course of business of such ALICO 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 ALICO or any of the Insurance Subsidiaries and (2) ALICO or any of the Insurance Subsidiaries effecting treasury and cash management functions conducted in the ordinary course of business, (B) any transaction among ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (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 ALICO Entity of any Indebtedness for borrowed money or guarantees thereof having an aggregate principal amount (together with all other Indebtedness of the ALICO Entities) outstanding at any time greater than $500 million, except for (A) intercompany loans and advances made among ALICO and any of its subsidiaries or among any subsidiaries of ALICO 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 ALICO 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 ALICO 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 ALICO Entity or (E) any material increase in compensation, bonus or other benefits payable to any current or former director, officer or employee of any ALICO 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 ALICO 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 ALICO 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 ALICO 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 Seller’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 ALICO Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an ALICO Entity not in excess of $10 million, or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any ALICO Entity that relates to any of the transactions contemplated by any of the Transaction Documents.

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

          (h) Reports . To the knowledge of Seller, since January 1, 2007, each ALICO 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 Seller, (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. Seller and/or ALICO has made available to Buyer true and complete copies of (A) all material reports of examination (including financial, market conduct and similar examinations) of ALICO 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 ALICO and each Insurance Subsidiary with any insurance regulatory authority since August 30, 2008. The statutory statements of ALICO and its 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 ALICO and its 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 ALICO 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 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 Seller, threatened in writing against any ALICO 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 ALICO Entity in any Material Jurisdiction. No ALICO Entity is subject to any material Order in a Material Jurisdiction and, to the knowledge of Seller, 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 ALICO Entities (as applicable) that is party thereto and, to the knowledge of Seller, 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 ALICO Entity that is party thereto and, to the knowledge of Seller, 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 ALICO Entity or, to the knowledge of Seller, 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 Seller, 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 ALICO 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 Seller, all Permits are valid and in full force and effect. To the knowledge of Seller, no ALICO Entity is in default under or the subject of a proceeding for suspension or revocation of, and, to the knowledge of Seller, 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 Seller, 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 Seller, each ALICO Entity has complied in all respects and is not in default or violation of, and no ALICO Entity is, to the knowledge of Seller, under investigation with respect to or, to the knowledge of Seller, 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 Seller, 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 Seller as announced by Seller on September 16, 2008, no Governmental Entity has placed any material restriction (other than Permitted Liens) on the business or properties of any ALICO 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 . No later than 10 business days prior to the Closing Date, Seller will deliver or make available to Buyer a true, correct and complete list of Senior Partners and Partners, and true, correct and complete copies of each Management Agreement. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

               (i) Each Company Benefit Plan has been operated and administered (including with respect to funding and registration in the case of any pension fund) in compliance with its terms and with applicable Law, including but not limited to ERISA and the Code;

               (ii) No ALICO 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 ALICO Entity or any Company Benefit Plan to any Tax or penalty under applicable Law;

               (iii) All contributions required to be made by any ALICO 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;

               (iv) No ALICO 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;

               (v) The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to qualify under Section 401(a) of the Code, and, to the knowledge of Seller, no event has occurred after the date of such letter that would cause or could reasonably be expected to affect the qualified status of such Company Benefit Plan;

               (vi) (A) No ALICO Entity maintains, contributes or is required to contribute to or has any liability or potential liability with respect to any “ Multiemployer Plan ,” as defined in Section 3(37) of ERISA; (B) Neither Seller 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 ALICO Entity; (C) As of December 31, 2008, the aggregate unfunded liability relating to benefits accrued as of that date of any ALICO Entity in respect of all Company Benefit Plans described under Section 4(b)(5) or 401(a)(1) of ERISA, based on the assumptions used by AIG for purposes of its 2008 10-K footnote disclosures relating to such plans but determined as if all benefits under such plans were vested, did not exceed $20 million; and (D) No “accumulated funding deficiency”, as defined in Section 412 of the Code, has been incurred with respect to any Defined Benefit Plan (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA (other than a Multiemployer Plan, whether or not waived and (E) Section 2.2(n)(vi) of the Disclosure Letter sets forth each Defined Benefit Plan that could reasonably be expected to result in a material liability to any ALICO Entity;

               (vii) No transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any employee benefit plan or arrangement which is covered by Title I of ERISA, which transaction has or will cause any ALICO Entity to incur any liability under ERISA, the Code or otherwise, excluding transactions effected pursuant to and in compliance with a statutory or administrative exemption;

               (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 ALICO Entity is a party to or bound by any collective bargaining agreement; and

               (xi) Each International Plan, other than any International Plan sponsored by any Governmental Entity, 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 International 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 International Plan, all required contributions to each such International

Plan have been timely made or properly accrued and no such International Plan has any unfunded liability.

          (o) Taxes .

               (i) Each ALICO Entity has timely filed (or has had filed on its behalf) 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 (or has had paid on its behalf) 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 ALICO 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 ALICO 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 ALICO Entity reflected on the books of such ALICO 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 ALICO 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 ALICO Entity through the Tax year ended March 31, 2004 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired; (B) no ALICO 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 ALICO 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 ALICO Entity in respect of any Tax (to the extent that any such action may materially affect any ALICO Entity); (E) there are no requests for rulings or determinations in respect of any Tax pending between any ALICO Entity and any Taxing Authority; and (F) during the three-year period ending on the Signing Date,

no ALICO 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 ALICO Entity), nor has it, to the extent it may materially affect any ALICO 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 ALICO 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 ALICO Entities 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 ALICO 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 ALICO Entity, and no ALICO 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 ALICO 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 Seller, no ALICO Entity is materially infringing, diluting, misappropriating or violating, nor has any ALICO Entity received within the last two years any written (or, to the knowledge of Seller, 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 Seller, no other Person is infringing, diluting, misappropriating or violating, nor has any ALICO 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 ALICO 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 Seller, any ALICO Entity or any of their respective Affiliates.

          (t) Insurance Issued by ALICO 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 ALICO or any of the Insurance Subsidiaries as of the Signing Date, all benefits due and payable under Insurance Contracts issued by ALICO 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 ALICO 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 be reasonably expected to have a Material Adverse Effect.

               (ii) All policy forms and rates in use by ALICO 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 ALICO 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 ALICO or any Insurance Subsidiary is a party or under which ALICO 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 ALICO and the Insurance Subsidiaries and, to the knowledge of Seller, 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 ALICO 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) Seller 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 ALICO and the Insurance Subsidiaries as at September 30, 2008, and all attachments, addenda, supplements and modifications thereto, including any roll-forward as of December 31, 2008 (the “ Actuarial Analyses ”). To the knowledge of Seller, (i) any information and data furnished by ALICO 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 ALICO 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 ALICO 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 ALICO 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 ALICO 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 . Seller has made available to Buyer a true, correct and complete list of the investment assets beneficially owned by ALICO and each of the Insurance Subsidiaries as at February 28, 2009.

          (w) Reserves . The reserves for payment of benefits, losses, claims and expenses under all Insurance Contracts of ALICO 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 or as required or permitted by applicable Law. For the sake of clarity, however, Seller 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 ALICO and the

Insurance Subsidiaries as of the Signing Date or that the reserves held by or on behalf of ALICO 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, Seller and/or ALICO has made available to Buyer true and complete copies of all material analyses and reports submitted by ALICO 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 ALICO Entity in excess of $10 million as of February 28, 2009.

          (z) Affiliate Transactions . Seller has made available to Buyer (i) a complete and correct list of all current contracts, agreements and other arrangements between any ALICO Entity, on the one hand, and Seller or any of its Affiliates (the “ Affiliates ” of Seller referred to in this paragraph exclude the ALICO 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 ALICO 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 between any ALICO Entity, on the one hand, and Seller 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, Seller will, and will cause the ALICO 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, Seller agrees that it will not, nor allow any ALICO

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, Seller will, and will cause the ALICO Entities to, keep Buyer apprised of all substantive communications with Governmental Entities regarding the transactions contemplated by the Transaction Documents. Subject to applicable Laws, Seller will, and will cause the ALICO Entities to, provide Buyer a reasonable opportunity to review in advance, consult with Seller or the applicable ALICO 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 . Seller 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 Seller or any of the ALICO Entities in connection with the transactions contemplated by the Transaction Documents.

     3.3 Certain Notifications Until Closing . From the Signing Date until the Closing, Seller shall promptly notify Buyer of (i) except as Previously Disclosed, any fact, event or circumstance to the knowledge of Seller which would reasonably be expected to cause any representation or warranty of Seller contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of 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 Seller 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, Seller shall, and shall cause the ALICO Entities to, (A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in

the case of the ALICO 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 Seller as announced by Seller 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 Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5 ), permit any ALICO 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 ALICO’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 ALICO 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 ALICO or any of the Insurance Subsidiaries, (2) ALICO or any of the Insurance 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 ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (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 ALICO or any of the Insurance Subsidiaries, (2) ALICO or any of the Insurance 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 ALICO and any of its subsidiaries or among any subsidiaries of ALICO, (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 ALICO 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 ALICO or any of its subsidiaries under currently available lines of credit shall be permitted, (C) intercompany loans, guarantees or advances made among ALICO or any of its subsidiaries 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) and (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;

          (h) any material change in the methods of accounting, except as required by concurrent changes in GAAP or SAP or applicable Law as agreed to by Seller’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 ALICO Entity, other than with respect to (A) claims under insurance policies within policy limits or (B) claims for a cash payment by an ALICO Entity not in excess of $10 million, or (ii) any litigation, arbitration, proceeding or dispute involving, against or adversely affecting any ALICO 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, and relates principally to, 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 Seller is required to obtain the consent of Buyer with respect to any proposed action pursuant to Section 3.4 hereof, Seller 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 Seller 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 and Payables. Seller 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 ALICO Entity, on the one hand, and Seller or any of its Affiliates (the “Affiliates” of Seller referred to in this paragraph

exclude the ALICO Entities), on the other hand, in excess of $25 million per annum to be on an arm’s-length basis. Notwithstanding the foregoing, the parties agree that with respect to the payable set forth in Item 3 on Section 2.2(y) of the Disclosure Letter, to the extent owed by any ALICO Entity (other than the Company), on the one hand, to Seller or any of its Affiliates, on the other hand (the “ Specified Intercompany Payable ”): (i) on or after the Closing Date, the Specified Intercompany Payable shall bear interest at a variable rate, subject to applicable Law, of LIBOR plus 400 basis points per annum, to be compounded and adjusted on the first day of each calendar quarter thereafter and (ii) the Specified Intercompany Payable shall remain outstanding and only be settled after the occurrence of the Junior Preferred Payment and the Senior Preferred Redemption (each as defined in the LLC Agreement), but in no event later than the fourth anniversary of the Closing Date.

     3.7 Confidentiality; Access to Information .

          (a) The information concerning Seller, the Company or ALICO or their respective subsidiaries furnished or made available to Buyer or its representatives by Seller, the Company or ALICO 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 Seller and Buyer (the “ Nondisclosure Agreement ”).

          (b) 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 Seller and its subsidiaries and affiliated entities, and (ii) in consultation with Seller, to take reasonable steps to establish protocols with the GAO governing the receipt, handling and dissemination by the GAO of confidential information of Seller and its subsidiaries. In addition to the foregoing, it is acknowledged that 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 Seller, relating to the disclosure of confidential information obtained directly or indirectly from 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 Seller.

     3.8 Quarter-End Certificate. No later than 10 business days prior to the Closing Date, Seller will cause to be prepared and delivered to Buyer the standard internal balance sheet for ALICO that was used to prepare Seller’s most recent balance sheet filed with the Securities and Exchange Commission as of such date (the “ Quarter-End Balance Sheet ”), and a calculation, based on such Quarter-End Balance Sheet, of the Quarter-End Stockholders’ Equity (the “ Quarter-End Certificate ”). The Quarter-End Balance Sheet shall (x) fairly present the consolidated financial position of the ALICO Entities as of the date thereof, (y) include line items substantially consistent with those contained in the ALICO 2009 Accounts and (z) be prepared in accordance with the Seller Accounting Policies (including with respect to certification) applied on a consistent basis with the ALICO 2009 Accounts. “ Quarter-End Stockholders’ Equity ” means the consolidated stockholders’ equity of the ALICO Entities as shown on the Quarter-End Balance Sheet, with the following adjustments: (a) excluding the effects of the Restructuring 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.

     3.9 Notice of LLC Agreement . Seller 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 3.9 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.

     3.10 Tax Sharing . Any and all existing Tax Sharing Agreements among ALICO and its subsidiaries, on the one hand, and Seller and its subsidiaries (other than ALICO and its subsidiaries), on the other hand, shall be terminated as of the day immediately prior to the Closing Date. All outstanding obligations with respect to any such Tax Sharing Agreement shall remain outstanding and, on and after the Closing Date, all outstanding obligations with respect to any such Tax Sharing Agreement, shall bear interest at a variable rate, subject to applicable Law, of LIBOR plus 400 basis points per annum, to be compounded and adjusted on the first day of each calendar quarter thereafter and shall only be settled after the occurrence of the Junior Preferred Payment and the Senior Preferred Redemption (each as defined in the LLC Agreement), but in no event later than the fourth anniversary of the Closing Date.

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), Seller 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. (a) It is the intention of the parties that, for U.S. federal income tax purposes, (1) the transfer by Seller of the equity of ALICO to the Company in return for the Preferred Units shall be treated as occurring when the Company is disregarded under Treasury Regulation Section 301.7701-2(c)(2) as a separate entity from Seller; (2) as a result, such transfer shall be disregarded for U.S. federal income tax purposes; (3) the election under Treasury Regulation Section 301.7701-3(c) to treat the Company as a corporation shall be treated as a fully taxable transfer by Seller of the equity of ALICO to the Company in return for all the Units at the time the election is effective; (4) the Senior Preferred Units shall be treated as nonvoting stock in the Company; (5) the Junior Preferred Units shall be treated as stock in the Company not described in Code Section 1504(a)(4), and, as a result, the Seller and the Company shall not be members of an affiliated group within the meaning of Code Section 1504(a); (6) this Agreement shall constitute a binding contract in effect immediately before the election described in clause (3) hereof is effective pursuant to which the sale described in clause (7) hereof shall occur; (7) the sale of the Preferred Units to Buyer in return for the Consideration shall be respected in accordance with its form; and (8) full force and effect shall be accorded to any election made pursuant to

Section 4.2(b) . 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.

          (b) Unless Seller obtains Buyer’s consent not to make such an election (which consent shall not be unreasonably withheld), (1) the Company and Seller shall jointly make an election under Code Section 338(h)(10) in respect of the transfer described in Section 4.2(a)(3) , and (2) the Company shall make an election under Section 338(g) of the Code in respect of the deemed sale (resulting from such election under Code Section 338(h)(10)) of the stock of any one or more of the direct or indirect subsidiaries of ALICO designated by Seller.

     4.3 Preparation of Compliant Financial Statements . Seller 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 18 months after the Closing and Seller shall deliver such Compliant Financial Statements to Buyer. In addition, following the Closing, Seller 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 ALICO 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, Seller or any ALICO Entity, Seller 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, Seller shall prepare and deliver to Buyer a separation plan, in form and substance reasonably satisfactory to Seller 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 ALICO Entities and not owned by one or more of the ALICO Entities, (ii) providing for the contribution or, to the extent reasonably acceptable to Seller and Buyer, the license of such assets and properties to one or more of the ALICO Entities prior to the Closing Date, or by such other date as may be agreed between Seller and Buyer and (iii) identifying all material contracts, agreements and other arrangements between any ALICO Entity, on the one hand, and Seller or any of its Affiliates (the “Affiliates” of

Seller referred to in this paragraph exclude the ALICO Entities) and the plan for substitution or replacement of same with contracts, agreements and other arrangements with third parties or otherwise. Seller shall, and shall cause its Affiliates and the ALICO 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 reasonable efforts of Seller, its Affiliates and the ALICO Entities, Seller, Buyer and the ALICO 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, Seller shall, and shall cause its Affiliates to, assign, transfer, convey and deliver to one or more ALICO Entity all of the trademarks and domain names used or held for use primarily in the business or operations of any of the ALICO Entities and not owned by one or more of the ALICO Entities (the “ Contributed IP ”), in each case, without cost to any ALICO 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 Seller .

          (a) After the Closing and subject to this Article 5 , Seller 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 ALICO 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 Seller 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 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 Seller Benefit Plan; or

               (v) subject to Section 5.2(a)(v) of the Disclosure Letter and 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 ALICO 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 ALICO 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).

          (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) ), Seller 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 Seller does not have responsibility under clause (y) of this Section 5.2(b) below, until the aggregate amount of Losses for which indemnification by Seller 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 Seller 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 Seller 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, Seller 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 Seller does not have responsibility under clause (y) of this Section 5.2(c) below, until the aggregate amount of Losses for which indemnification by Seller 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 Seller 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 Seller 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.

     5.3 Notification of Claims .

          (a) Buyer shall promptly notify Seller 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 the failure to provide such notice shall not release Seller from any of its obligations under this Article 5 , except to the extent that Seller is materially prejudiced by such failure. 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 Seller 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, Seller 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, Seller 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 Seller as contemplated by the immediately preceding sentence. Seller 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. Seller 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 Seller 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 Seller or admit to any liability with respect to such claim or demand without the prior written consent of Seller.

          (c) Notwithstanding anything to the contrary contained in this Article 5 (including Section 5.2 ), Seller 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 Seller.

          (d) In the event Seller receives a notice of a claim for indemnity from Buyer pursuant to Section 5.3(a) that does not involve a Third Party Claim, Seller shall notify Buyer within twenty (20) business days following its receipt of such notice whether Seller disputes its liability to Buyer under this Article 5 . If Seller fails to timely notify Buyer, the Losses arising out of such claim shall be conclusively deemed to be a liability of Seller and Seller shall promptly pay to Buyer any and all Losses arising out of such claim. Buyer shall reasonably cooperate with and assist Seller in determining the validity of any such claim for indemnity by Buyer.

          (e) 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.

          (f) 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 ALICO Value Loss has been finally determined:

               (i) if Buyer’s Diminution In ALICO 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, Seller 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 from Seller in respect of Section 5.4(a)(ii) ; and

               (ii) if Buyer’s Diminution In ALICO 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 Seller to Buyer on demand in immediately available funds; provided that (x) if the Senior Preferred Redemption and the Junior Preferred Redemption (each as defined in the LLC Agreement) shall have thereafter occurred, Buyer shall repay to Seller, on demand in immediately available funds, any amounts previously received from Seller in respect of this Section 5.4(a)(ii) or (y) if a Liquidation Shortfall Event shall have thereafter occurred, Buyer shall repay to Seller, on demand in immediately available funds, the positive difference, if any, of (A) any amounts previously received from Seller 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 this Article 5 by (x) Buyer (other than for a Diminution In ALICO Value Loss) or (y) any other Indemnified Party, in either case, has been finally determined the amount of such final determination shall be paid by Seller to such Indemnified Party on demand in immediately available funds.

          (c) 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 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 million shall be deemed not to be an Intentional Breach.

     5.6 Additional Indemnification Provisions. Seller 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 Seller 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 ALICO Entities (a “ Diminution in ALICO 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) hereof to require that any Approval(s) not listed on Section 1.2(c)(i) of the Disclosure

Letter be required to be made or obtained, the parties shall agree in good faith to an appropriate extension to the term of this Agreement; or

          (b) by either Buyer 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 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) Seller at the address and in the manner set forth for notices to 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 Seller shall be delivered to the address set forth below, or pursuant to such other instruction as may be designated in writing by 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 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(h)(ii) , (i) no ALICO Entity will be treated as Affiliates of Buyer, (ii) none of 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 “ 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.

          (d) The term “ Capital Expenditure Budget ” means the ALICO 2009 Capital Budget as set forth in Section 6.6(d) of the Disclosure Letter.

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

          (f) The term “ Company Benefit Plans ” means all material “employee benefit plans” (as defined in Section 3(3) of ERISA), 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 for the benefit of any employees of any ALICO Entities on the Closing Date by ALICO or any of its Affiliates or to which ALICO or any of its Affiliates contributes or is obligated to contribute in respect of employees of ALICO or any of its Affiliates (each, a “ Company Employee ”) and that are sponsored by ALICO or any of its Affiliates pursuant to the laws of the U.S.

          (g) The term “ Compliant Financial Statements ” means the audited consolidated balance sheets, audited statements of income, stockholders’ equity and cash flows as is required to effect an Initial Public Offering (as defined in the LLC Agreement) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission on Form S-1 or Form F-1, as applicable (or a successor form).

          (h) 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