MASTER SEPARATION AGREEMENT

Termination Severance Agreement

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AMERICAN INTERNATIONAL GROUP, INC | AMERICAN HOME ASSURANCE COMPANY | TRANSATLANTIC HOLDINGS, INC

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Title: MASTER SEPARATION AGREEMENT
Governing Law: Delaware Date: 5/28/2009
Industry: Insurance (Accident and Health) Law Firm: Sullivan Cromwell;Gibson Dunn Sector: Financial

MASTER SEPARATION AGREEMENT, Parties: american international group inc , american home assurance company , transatlantic holdings inc

EXHIBIT 10.1

EXECUTION VERSION

MASTER SEPARATION AGREEMENT

dated as of May 28, 2009

by and

among

AMERICAN INTERNATIONAL GROUP, INC.,

AMERICAN HOME ASSURANCE COMPANY,

and

TRANSATLANTIC HOLDINGS, INC.

TABLE OF CONTENTS
		Page
ARTICLE I

DEFINITIONS

Section 1.01.	Certain Defined Terms	2

ARTICLE II

EXECUTION OF UNDERWRITING AGREEMENT; CLOSING; CLOSING
DELIVERIES

Section 2.01.	Execution of Underwriting Agreement	2

Section 2.02.	Closing	2

Section 2.03.	Closing Deliveries	2

ARTICLE III

AGREEMENTS

Section 3.01.	Agreements Relating to the Offering	3

Section 3.02.	Regulatory and Other Authorizations; Reasonable Best Efforts	4

Section 3.03.	Asset Transfers; Other Restructuring	5

Section 3.04.	Intercompany Obligations	6

Section 3.05.	Intercompany Agreements	9

Section 3.06.	Mutual Release	9

Section 3.07.	Guarantees	10

Section 3.08.	AIG Intellectual Property, AIG Names and Marks, TRH Intellectual Property, TRH Names and Marks	11

Section 3.09.	Insurance	17

Section 3.10.	D&O Insurance and Liabilities	18

Section 3.11.	Employee Matters	18

Section 3.12.	Access	25

Section 3.13.	Books and Records	27

Section 3.14.	TRH Compliance Matters	28

Section 3.15.	Auditors and Audits; Annual and Quarterly Statements and Accounting	28

Section 3.16.	Earnings Releases, Press Releases and Similar Information	29

Section 3.17.	Confidentiality	29

Section 3.18.	Third-Party Contracts	32

Section 3.19.	AIG Corporate Credit Card Program	33

Section 3.20.	Certain Waivers	33

Section 3.21.	Adoption of Amended and Restated TRH Certificate of Incorporation	33

Section 3.22.	By-Laws of TRH	34

Section 3.23.	Subleases	34

Section 3.24.	No Solicitation; No Hire	35

Section 3.25.	Further Action	36

ARTICLE IV

CONDITIONS OF TRH TO CLOSING

Section 4.01.	Conditions to Obligations of TRH to Execute the Underwriting Agreement	36

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF AIG

Section 5.01.	Incorporation and Authority of AIG and AHAC	37

Section 5.02.	Enforceability	37

Section 5.03.	Consents and Approvals	38

Section 5.04.	Non-Contravention	38

Section 5.05.	Disclaimer	38

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF TRH

Section 6.01.	Incorporation and Authority of TRH	38

Section 6.02.	Enforceability	38

Section 6.03.	Consents and Approvals	39

Section 6.04.	Non-Contravention	39

Section 6.05.	Disclaimer	39

ARTICLE VII

TERMINATION AND WAIVER

Section 7.01.	Pre-Closing Termination	39

Section 7.02.	Termination of Underwriting Agreement	40

Section 7.03.	Post-Closing Termination	40

Section 7.04.	Notice of Termination	40

Section 7.05.	Effect of Termination	40

ARTICLE VIII

INDEMNIFICATION

Section 8.01.	Survival	40

Section 8.02.	Indemnification by AIG	40

Section 8.03.	Indemnification by TRH	41

Section 8.04.	Notification of Claims	42

Section 8.05.	Payment	43

Section 8.06.	Exclusive Remedies	43

Section 8.07.	Additional Indemnification Provisions	44

Section 8.08.	Mitigation	45

Section 8.09.	Contribution for Securities Law Violations	45

iii

Section 8.10.	Ancillary Agreements	46

ARTICLE IX

GENERAL PROVISIONS

Section 9.01.	Expenses	46

Section 9.02.	Notices	46

Section 9.03.	Public Announcements	47

Section 9.04.	Severability	48

Section 9.05.	Entire Agreement	48

Section 9.06.	Assignment	48

Section 9.07.	No Third Party Beneficiaries	48

Section 9.08.	Amendment; Waiver	48

Section 9.09.	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	49

Section 9.10.	Rules of Construction	50

Section 9.11.	Specific Performance	50

Section 9.12.	Counterparts	50

Exhibits


Exhibit A		Definitions
Exhibit B		Form of Underwriting Agreement
Exhibit C		Form of Registration Rights Agreement
Exhibit D		Form of Transition Services Agreement
Exhibit E		Form of Stockholders Agreement
Exhibit F		Form of Hold Harmless Agreement
Exhibit G		Form of Consent from AIG and AHAC to Adopt the Restated Certificate of Incorporation of TRH
Exhibit H		Form of Restated Certificate of Incorporation of TRH
Exhibit I		Form of New York Sublease
Exhibit J		Form of Chicago Sublease
Exhibit K		Form of Toronto Sublease

Annexes

Annex I	TRH’s Knowledge

Schedules

Schedule 3.03(a)	-	Asset Transfers from TRH and the Company Subsidiaries to AIG or any of its Affiliates
Schedule 3.03(b)	-	Asset Transfers from AIG and its Affiliates to TRH or the Company Subsidiaries
Schedule 3.04(a)	-	Intercompany Obligations Settled at Closing
Schedule 3.04(b)	-	Intercompany Obligations that Survive the Closing
Schedule 3.05(a)	-	Intercompany Agreements Remaining in Place
Schedule 3.05(b)	-	Amended Intercompany Agreements
Schedule 3.06	-	Exceptions to Mutual Release
Schedule 3.07(a)	-	AIG Guarantees
Schedule 3.07(d)	-	Amounts Against which Letters of Credit have been Applied
Schedule 3.09	-	Insurance Premiums
Schedule 3.11(b)(vii)	-	Pension Plans/TRH Expatriates
Schedule 3.11(b)(viii)	-	Pension Plans/Liabilities for a certain Employee
Schedule 3.11(f)	-	AIG’s Non-Qualified Plans
Schedule 3.18	-	Third-Party Contracts
Schedule 5.03	-	AIG Governmental and Other Consent and Approvals
Schedule 6.03	-	TRH Governmental and Other Consent and Approvals

This MASTER SEPARATION AGREEMENT (this “ Agreement ”), dated as of May 28, 2009, is entered into by and among AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“ AIG ”), AMERICAN HOME ASSURANCE COMPANY, a New York domiciled insurance company and an indirectly wholly-owned subsidiary of AIG (“ AHAC ”), and TRANSATLANTIC HOLDINGS, INC., a Delaware corporation (“ TRH ”).

RECITALS

A. AIG directly Beneficially Owns 17,073,690 shares of common stock (“ Common Stock ”), par value $1.00 per share, of TRH (collectively, the “ AIG Shares ”).

B. AHAC directly Beneficially Owns 22,018,972 shares of Common Stock of TRH (collectively, the “ AHAC Shares ” and together with the AIG Shares, the “ Shares ”).

C. Concurrently with the execution and delivery of this Agreement, TRH has filed a prospectus supplement to the prospectus contained in Post Effective Amendment No. 1 to its Registration Statement on Form S-3 (the “ Registration Statement ”) and a prospectus supplement thereto with the Securities and Exchange Commission (the “ SEC ”) for a public offering of all or a portion of the Shares (the “ Offering ”).

D. In the event that AIG and AHAC elect to consummate the Offering and the transactions contemplated hereby, subject to the satisfaction or waiver of the last of the conditions to the obligations of TRH contained in Section 4.01 herein, AIG, AHAC, TRH and the Underwriter(s) will enter into an underwriting agreement in substantially the form attached hereto as Exhibit B with respect to the Offering (the “ Underwriting Agreement ”), and simultaneously with the execution thereof, AIG, AHAC and TRH will close the transactions contemplated herein (the “ Closing ”).

E. At the Closing, to the extent that not all of the Shares are agreed to be sold pursuant to the Underwriting Agreement, TRH, AIG and AHAC will enter into a registration rights agreement in substantially the form attached hereto as Exhibit C (the “ Rights Agreement ”), in which TRH shall grant to AIG and AHAC certain rights to require TRH to register with the SEC their respective Shares that were not sold pursuant to the Offering.

F. At the Closing, AIG and TRH will enter into a transition services agreement in substantially the form attached hereto as Exhibit D (the “ Transition Services Agreement ”).

G. At the Closing, if the Shares to be Beneficially Owned by AIG and AHAC following the sale of the Shares agreed to be sold pursuant to the Underwriting Agreement would constitute at least 10% of the outstanding shares of Common Stock of TRH, AIG, AHAC and TRH will enter into a stockholders agreement in substantially the form attached hereto as Exhibit E (the “ Stockholders Agreement ”).

H. At the Closing, to the extent required by, and in accordance with and pursuant to the provisions of Section 3.07(b) hereof, TRH and AIG shall enter into one or more hold harmless agreements in substantially the form attached hereto as Exhibit F (each, a “ Hold Harmless Agreement ”).

I. The parties have determined that it would be appropriate and desirable to set forth in this Agreement the manner in which certain agreements and understandings among the parties will be addressed following the Closing.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

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

ARTICLE II

EXECUTION OF UNDERWRITING AGREEMENT; CLOSING; CLOSING DELIVERIES

Section 2.01. Execution of Underwriting Agreement . AIG, AHAC and TRH shall enter into the Underwriting Agreement as and when requested by AIG, and each party shall comply with its respective obligations thereunder; provided that the obligations of TRH to enter into the Underwriting Agreement shall be subject to the satisfaction or waiver of the last of the conditions to the obligations of TRH contained in Section 4.01 herein.

Section 2.02. Closing . The Closing shall occur at the Underwriting Agreement Effective Time, at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004.

Section 2.03. Closing Deliveries . At the Closing:

(a) Each of AIG and AHAC shall deliver, or cause to be delivered, to TRH counterparts of the Underwriting Agreement, duly executed by AIG and AHAC;

(b) Each of AIG and AHAC shall deliver to TRH the written consent contemplated by Section 3.21 , duly executed by a duly authorized officer of AIG and AHAC, respectively;

(c) Each of AIG and AHAC shall deliver, or cause to be delivered, to TRH counterparts of the Transition Services Agreement and the Hold Harmless Agreement, if any, both of which are to be effective upon the First Time of Delivery, to the extent it is a party to such agreements, duly executed by AIG, AHAC or their respective applicable Affiliates to the extent each is a party thereto;

(d) In the event that not all of the Shares are agreed to be sold pursuant to the Underwriting Agreement, each of AIG and AHAC shall deliver, or cause to be delivered, to TRH counterparts of the Rights Agreement, to be effective upon the First Time of Delivery, and, if the Shares to be Beneficially Owned by AIG and AHAC following the sale of the Shares agreed to

be sold pursuant to the Underwriting Agreement would constitute at least 10% of the outstanding shares of Common Stock of TRH, the Stockholders Agreement, to be effective upon the First Time of Delivery;

(e) Each of AIG and AHAC shall deliver to TRH the certificate contemplated by Section 4.01(c) , duly executed by a duly authorized officer of AIG and AHAC, respectively;

(f) TRH shall deliver, or cause to be delivered, to AIG and AHAC (as applicable) counterparts of each of the Transition Services Agreement and the Hold Harmless Agreement, if any, both of which are to be effective upon the First Time of Delivery, duly executed by TRH or the applicable Company Subsidiary party thereto;

(g) In the event that not all of the Shares are agreed to be sold pursuant to the Underwriting Agreement, TRH shall deliver, or cause to be delivered, to AIG and AHAC counterparts of the Rights Agreement, to be effective upon the First Time of Delivery, and, if the Shares to be Beneficially Owned by AIG and AHAC following the sale of the Shares agreed to be sold pursuant to the Underwriting Agreement would constitute at least 10% of the outstanding shares of Common Stock of TRH, the Stockholders Agreement, to be effective upon the First Time of Delivery;

(h) TRH shall deliver to AIG and AHAC a certificate duly executed by a duly authorized officer of TRH certifying that (i) the representations and warranties of TRH contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on and as of the Closing Date and (ii) TRH shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing;

(i) TRH shall deliver, or cause to be delivered, to AIG and AHAC counterparts of the Underwriting Agreement, duly executed by TRH; and

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

ARTICLE III

AGREEMENTS

Section 3.01. Agreements Relating to the Offering . Subject to the conditions hereof, AIG, AHAC and TRH shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or as reasonably requested by any of the other parties hereto, to consummate the Offering and the other transactions contemplated by the Transaction Agreements, including by using their respective reasonable best efforts to take the following actions:

(a) TRH shall file such amendments or supplements to the Registration Statement, and to any prospectus included therein, as may be reasonably necessary in order to

cause the Registration Statement to become and remain effective, and to cause the Registration Statement, and any such prospectus or supplements thereto, not to contain any misstatement or omission of a material fact, including filing such amendments and supplements thereto as may be required by the Underwriting Agreement, the SEC or applicable securities Laws.

(b) AIG, AHAC and TRH shall enter into the Underwriting Agreement as and when requested by AIG and each party shall comply with its respective obligations thereunder, provided that AIG shall have the sole discretion of whether or not to enter into the Underwriting Agreement.

(c) TRH shall obtain “comfort” letters and updates thereof from its independent accountants addressed to the Underwriter(s) and such letters shall be reasonably acceptable to the Underwriter(s) and be in customary form and covering matters of the type customarily covered in “comfort” letters to Underwriter(s) as contemplated by the Underwriting Agreement.

(d) TRH shall cooperate with the Underwriter(s) to facilitate timely preparation and delivery of certificates representing the Shares and to enable the Shares to be in such denominations and registered in such names as the Underwriter(s) may request.

(e) TRH shall participate and have senior management of TRH participate in the preparation of materials and any “roadshow” marketing efforts, including attendance by senior management at “roadshow” meetings that AIG and the Underwriter(s) shall deem necessary or desirable.

(f) TRH shall take any and all other actions necessary or desirable, or as reasonably requested by AIG, to consummate the Offering as contemplated by the Registration Statement and the Underwriting Agreement, including taking actions of the type contemplated in Section 4 of the Rights Agreement (whether or not the Rights Agreement, the form of which is attached hereto as Exhibit C , is executed and delivered by the parties at the Closing).

Section 3.02. Regulatory and Other Authorizations; Reasonable Best Efforts .

(a) The parties hereto shall use their reasonable best efforts to obtain as promptly as practicable all authorizations, consents, orders and approvals of all Governmental Authorities that may be or may become reasonably necessary, proper or advisable under the Transaction Agreements and applicable Laws to consummate and make effective the Offering and the other transactions contemplated by the Transaction Agreements, and the parties hereto shall take all actions as may be requested by any such Governmental Authorities to obtain such authorizations, consents, orders and approvals. Each party hereto shall cooperate with the reasonable requests of the other party in seeking to obtain as promptly as practicable all such authorizations, consents, orders and approvals. None of AIG, AHAC or TRH shall take or cause to be taken any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any such required authorizations, consents, orders or approvals.

(b) The parties hereto shall promptly make all filings and notifications with all Governmental Authorities that may be or may become reasonably necessary, proper or advisable

under the Transaction Agreements and applicable Laws to consummate and make effective the Offering and the other transactions contemplated by the Transaction Agreements. AIG, AHAC and TRH each shall supply promptly any additional information and documentary material that may be requested pursuant to any applicable Laws. AIG, AHAC and TRH shall have responsibility for their respective filing fees associated with any required filings.

(c) Subject to applicable Laws relating to the sharing of information, each of AIG, AHAC and TRH shall (i) promptly notify each other of any communication it receives from any Governmental Authority (other than the FRBNY) (ii) permit the other party to review in advance any proposed communication by such party to any Governmental Authority (other than the FRBNY) and (iii) provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority (other than the FRBNY) or members of the staff of any Governmental Authority (other than the FRBNY), on the other hand, in each case under clauses (i), (ii) and (iii) of this Section 3.02(c) only to the extent relating to the matters that are the subject of this Agreement. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority (other than the FRBNY) relating to the matters that are the subject of this Agreement unless it consults with the other parties to this Agreement in advance and, to the extent permitted by such Governmental Authority (other than the FRBNY), gives the other parties the opportunity to attend and participate at such meeting. Subject to Section 3.17 , AIG, AHAC and TRH shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing; provided , however , that the foregoing shall not require AIG, AHAC, TRH, any of the Company Subsidiaries or any of their respective Affiliates (i) to disclose any information that in the reasonable judgment of AIG, AHAC, TRH, any of the Company Subsidiaries or any of their respective Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (ii) to disclose any privileged information or confidential competitive information of AIG, AHAC, TRH, any of the Company Subsidiaries or any of their respective Affiliates. No party hereto shall be required to comply with any provision of this Section 3.02(c) to the extent that such compliance would be prohibited by applicable Law.

(d) AIG, AHAC and TRH shall use their respective reasonable best efforts to obtain any other consents and approvals and make any other notifications that may be required in connection with the transactions contemplated by the Transaction Agreements; provided , however , that AIG, AHAC and TRH shall not be required to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent or approval; and provided further that AIG, AHAC and TRH shall not be required to take any action with respect to any third party unless such action is conditioned upon the Closing. Each of AIG, AHAC and TRH shall promptly use its reasonable best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Offering and the transactions contemplated by the Transaction Agreements.

Section 3.03. Asset Transfers; Other Restructuring . Concurrently with the Closing, TRH shall, and shall cause the Company Subsidiaries to, transfer the assets, properties

and rights and liabilities owned or possessed by TRH and the Company Subsidiaries listed on Schedule 3.03(a) to AIG or any of its Affiliates as AIG shall designate. Concurrently with the Closing, AIG shall, and shall cause its Affiliates to, transfer the assets, properties and rights and liabilities owned or possessed by AIG listed on Schedule 3.03(b) to TRH or any of the Company Subsidiaries as TRH shall designate and any other Intellectual Property owned by AIG or any of its Affiliates that is used exclusively in the conduct of the business of TRH and the Company Subsidiaries, together with all tangible embodiments of any of the foregoing. AIG shall (and shall cause its Affiliates to) from time to time, at TRH’s request, execute and deliver, or cause to be executed and delivered, such further instruments of assignment or other documents, and perform such further acts, as TRH may reasonably request in order to fully effect the assignment and transfer of the Intellectual Property to be transferred to TRH or the applicable Company Subsidiaries designated by TRH pursuant to this Section 3.03 . Concurrently with the Closing, TRH shall, and shall cause the Company Subsidiaries to, transfer to AIG or any of its Affiliates as AIG shall designate, any Intellectual Property owned by TRH or any of the Company Subsidiaries that is used exclusively in the conduct of business of AIG or its Affiliates, together with all tangible embodiments of any of the foregoing. TRH shall (and shall cause the Company Subsidiaries to) from time to time, at AIG’s request, execute and deliver, or cause to be executed and delivered, such further instruments of assignment or other documents, and perform such further acts, as AIG may reasonably request in order to fully effect the assignment and transfer of the Intellectual Property to be transferred to AIG or its applicable Affiliates designated by AIG pursuant to this Section 3.03 .

Section 3.04. Intercompany Obligations .

(a) AIG and TRH shall, and shall cause their respective Affiliates to, take such action and make such payments as may be necessary so that no later than concurrently with the Closing, TRH and the Company Subsidiaries, on the one hand, and AIG and its Affiliates, on the other hand, shall pay in full all intercompany loans, notes and advances regardless of their maturity and all intercompany receivables and payables invoiced prior to the Closing, including (A) any accrued and unpaid interest in accordance with any Contracts underlying such intercompany loan, note, advance, receivable or payable, and (B) without limiting the generality of the foregoing, all intercompany loans, notes, advances, receivables or payables set forth on Schedule 3.04(a) ( provided that for the avoidance of doubt to the extent such amounts set forth on Schedule 3.04(a) are paid concurrently with Closing such amounts shall not be subject to interest); provided , however , that this Section 3.04 shall not apply to any intercompany loans, notes, advances, receivables or payables (i) arising under any Intercompany Agreement set forth on Schedule 3.05(a) or Schedule 3.05(b) not otherwise due and payable, (ii) arising under any Insurance Agreement and not otherwise due and payable, (iii) arising under the TRH Notes or any Related Documents, (iv) set forth on Schedule 3.04(b) or (v) costs and expenses paid by one party or its respective Affiliates on behalf of the other party or its respective Affiliates or deposits paid by one party or its respective Affiliates to the other party or its respective Affiliates invoiced after the Closing, as provided in Section 3.04(b) below.

(b) AIG and TRH shall, and shall cause their respective Affiliates to, take such action and make such payments as may be necessary so that TRH and the Company Subsidiaries, on the one hand, and AIG and its Affiliates, on the other hand, shall pay in full all (i) costs and expenses paid by one party or its respective Affiliates on behalf of the other party or

its respective Affiliates or (ii) deposits paid by one party or its respective Affiliates to the other party or its respective Affiliates, in each case under clauses (i) and (ii) invoiced after the Closing, including, any accrued and unpaid interest to but excluding the date of payment, within twenty (20) days of receipt of an invoice detailing such amounts (the “ Post-Closing Invoice ”).

(c) In the event that AIG or TRH or any of their respective Affiliates disputes any amount detailed on a Post-Closing Invoice, AIG or TRH or any of their respective Affiliates shall (i) give notice of such disputed amount to AIG or TRH pursuant to the provisions of Section 3.04(d) and (ii) pay any undisputed amounts on such invoice, in each case within twenty (20) days from receipt of such disputed Post-Closing Invoice.

(d) Any dispute in connection with (1) a Post-Closing Invoice, (2) the amounts set forth on Schedule 3.04(b) or (3) any amounts invoiced prior to Closing but not paid concurrently with the Closing (each, a “ Dispute ”) shall be resolved as follows:

(i) The managers of the parties most immediately responsible for the issue giving rise to the Dispute shall seek to resolve such Dispute through informal good faith negotiation. If the Dispute is not resolved at that level of management within seven (7) Business Days after the claiming party verbally notifies the other party of the Dispute, then the claiming party will provide the other party with a written “ Notice of Dispute ”, describing the nature of the Dispute, and the Dispute shall be escalated to the Chief Administrative Officers, Chief Operating Officers or Chief Financial Officers of the parties or their respective designees who shall discuss the dispute (either in person or by telephone) within seven (7) Business Days after such Notice of Dispute is provided by the claiming party to the other party and confer in a good faith effort to resolve the Dispute. If the Chief Administrative Officers, Chief Operating Officers or Chief Financial Officers or their respective designees do not discuss the dispute within the allotted time or fail to resolve the Dispute within seven (7) Business Days after beginning such discussions, then the Dispute shall be finally settled by arbitration as follows:

(ii) The arbitration shall be conducted by three (3) arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“ AAA ”) in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York.

(iii) The claimant shall appoint an arbitrator in its request for arbitration. The respondent shall appoint an arbitrator within thirty (30) days of the receipt of the request for arbitration. The two (2) arbitrators shall appoint a third arbitrator within thirty (30) days after the appointment of the second arbitrator. The third arbitrator shall act as chair of the tribunal. If any of the three (3) arbitrators is not appointed within the time prescribed above, then upon the request of any party, the AAA shall appoint that arbitrator.

(iv) The award shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

(v) Any request for production of documents or other information is subject to the express authorization of the tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the Dispute. The parties expressly waive any right to seek evidence under 9 U.S.C. § 7 or any similar provision. A party may request, and the tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party.

(vi) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitral tribunal, the AAA, the parties, their counsels, accountants and auditors, insurers and re-insurers or any person necessary to the conduct of the proceeding. These confidentiality obligations shall not apply (i) if disclosure is required by Law or regulatory obligations, the applicable rules and policies of any national securities exchange or in judicial or administrative proceedings or (ii) as far as disclosure is necessary to enforce the rights arising out of the award.

(vii) Notwithstanding Section 9.09 of this Agreement, the agreement to arbitrate set forth in this Section 3.04(d) and any arbitration conducted hereunder shall be governed by Title 9 (Arbitration) of the United States Code.

(viii) The parties submit to the non-exclusive jurisdiction of the federal and state courts located within the County of New York, State of New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for the limited purpose of: (i) an application to compel arbitration or to resolve any dispute concerning the validity or effectiveness of this agreement to arbitrate; or (ii) an application for relief in aid of arbitration or enforcement of an arbitration award, including an application for a restraining order and/or injunction to preserve the party’s rights. A request to a court for any of the foregoing remedies shall not be deemed incompatible with or a waiver of any party’s right to arbitrate. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy.

(ix) Any disputed amounts required to be paid by either AIG or any of its Affiliates, on the one hand, or TRH or any Company Subsidiary, on the other hand, after a dispute is resolved pursuant to this Section 3.04(d) shall be subject to interest from the date that is thirty (30) days after the date such disputed amount was due to, but not including, the date of payment of such disputed amount at an interest rate of three percent (3%) over the London Inter-Bank Offered Rate for a one (1) year period, as published by the eastern edition of The Wall Street Journal on the date on which such disputed amount was due, provided , however , that any amounts set forth on Schedule 3.04(b) or invoiced prior to Closing but not paid concurrently with Closing shall not be subject to interest pursuant to this Section 3.04(d) and shall be subject solely to interest in accordance with any Contract underlying such intercompany loan, note, advance, receivable or payable.

Section 3.05. Intercompany Agreements . AIG and TRH shall, and shall cause their respective Affiliates to, take such actions on or prior to the Closing Date as may be necessary to terminate or commute, effective upon the First Time of Delivery, all contracts, agreements, notes, leases, licenses and other instruments, whether written or oral, between TRH or any of the Company Subsidiaries, on the one hand, and AIG or any of its Affiliates, on the other hand (collectively, the “ Intercompany Agreements ”); provided , however , that this Section 3.05 shall not apply to (i) any Intercompany Agreement set forth on Schedule 3.05(a) or Schedule 3.05(b) , (ii) any Insurance Agreement or (iii) the TRH Notes or any Related Documents. AIG and TRH shall, and shall cause their respective Affiliates to, take such actions on or prior to the Closing Date as may be necessary to amend, effective upon the First Time of Delivery, those Intercompany Agreements set forth on Schedule 3.05(b) in the manner as set forth on Schedule 3.05(b) . In the event that the Insurance Department of the State of New York or any other applicable Governmental Authority does not approve the proposed termination, commutation or amendment of any agreement pursuant to this Section 3.05 on or prior to the Closing, the parties agree to negotiate in good faith without any undue delay to revise each such agreement in a manner that will be satisfactory to the Insurance Department of the State of New York or any other applicable Governmental Authority and consistent with the terms and conditions contemplated by this Section 3.05 and such proposed amendments as set forth on Schedule 3.05(b) . For the avoidance of doubt, this Section 3.05 shall not apply to any Schedule 3.18 Contracts, which are governed exclusively by Section 3.18 .

Section 3.06. Mutual Release . Concurrently with the First Time of Delivery, AIG and its Affiliates, on the one hand, and TRH and the Company Subsidiaries, on the other hand, on behalf of themselves and their respective successors, heirs and executors hereby irrevocably, knowingly and voluntarily release, discharge and forever waive and relinquish all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatsoever kind or nature, whether known or unknown, which any of them has, may have or might have or may assert now or in the future, against the other party or such other party’s respective Affiliates, successors, heirs, executors, officers, directors, partners and employees (in each case in their capacity as such) (each, an “ AIG Releasee ” or a “ TRH Releasee ”) directly or indirectly, arising out of, based upon, or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Time of Delivery, other than to the extent related to or arising out of (i) any intercompany loan, note, advance, receivable or payable set forth on Schedule 3.04(b) , (ii) costs and expenses paid by one party or its respective Affiliates on behalf of the other party or its respective Affiliates or deposits paid by one party or its respective Affiliates to the other party or its respective Affiliates invoiced after the Closing, (iii) any Intercompany Agreement set forth on Schedule 3.05(a) or Schedule 3.05(b) , (iv) any Insurance Agreement, (v) the TRH Notes or any Related Documents, (vi) any AIG Guaranty to the extent not terminated and fully released pursuant to Section 3.07(a) and Section 3.07(b) or (vii) any other Contracts or any other claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature as set forth on Schedule 3.06 . The foregoing release shall not apply to any claim arising under the terms of this Agreement or any other Transaction Agreement (or any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type giving rise to a claim under the terms of this Agreement or any other Transaction Agreement) or any claim alleging fraud or intentional misconduct. AIG and

TRH shall, and shall cause their respective Affiliates, successors, heirs and executors to, refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against each other based upon any matter released pursuant to this Section 3.06 . The parties hereby acknowledge and agree that the execution of this Agreement shall not constitute an acknowledgment of or an admission by them of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted.

Section 3.07. Guarantees .

(a) From and after the date hereof, TRH shall use its reasonable best efforts on or prior to the Closing Date to obtain, effective upon the First Time of Delivery, the termination of, and full release of AIG and its Affiliates from any and all obligations arising under, any and all guarantees, keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other similar agreements (excluding Insurance Agreements) made in respect of the obligations of, or for the benefit of any obligee of, TRH and/or any of the Company Subsidiaries by AIG or any of its Affiliates (each, an “ AIG Guaranty ”), including the agreements set forth on Schedule 3.07(a) . For the avoidance of doubt, such efforts shall include an offer by TRH (or with AIG’s consent a Company Subsidiary) to substitute its own obligations for those of AIG or any of its Affiliates under any AIG Guaranty on no less favorable terms.

(b) With respect to each AIG Guaranty for which TRH does not obtain the termination of such AIG Guaranty and full release of AIG and its Affiliates from any and all obligations arising under such AIG Guaranty, TRH shall, concurrently with the Closing, but effective upon the First Time of Delivery, (i) enter into a Hold Harmless Agreement with respect to each such AIG Guaranty, and (ii) if any such AIG Guaranty relates to Insurance Contract-related obligations of TRH and any of the Company Subsidiaries, provide a guaranty that provides to policyholders of TRH or such Company Subsidiary the direct benefits of a guaranty from TRH (or with AIG’s consent a Company Subsidiary) on terms no less favorable than those of such AIG Guaranty.

(c) With respect to each AIG Guaranty identified after the Closing for which TRH has not obtained the termination of such AIG Guaranty and full release of AIG and its Affiliates from any and all obligations arising under such AIG Guaranty, TRH shall, within ten (10) days after the identification of such AIG Guarantee, (i) enter into a Hold Harmless Agreement with respect to each such AIG Guaranty, and (ii) if any such AIG Guaranty relates to Insurance Contract-related obligations of TRH and any of the Company Subsidiaries, provide a guaranty that provides to policyholders of TRH or such Company Subsidiary the direct benefits of a guaranty from TRH (or with AIG’s consent a Company Subsidiary) on terms no less favorable than those of such AIG Guaranty.

(d) AIG agrees on behalf of itself and its Affiliates that TRH and/or any Company Subsidiary shall be able to retain all funds drawn down prior to December 1, 2008 under letters of credit provided by AIG and/or any of its Affiliates for the benefit of TRH and the Company Subsidiaries with respect to reinsurance balances due to any Company Subsidiary from third parties. Within sixty (60) days after the Closing, TRH shall pay to AIG in connection with

the $16,283,400 drawn down by the applicable Company Subsidiaries after December 1, 2008 under such letters of credit an aggregate amount of $16,283,400 minus the amounts set forth on Schedule 3.07(d) . To the extent that TRH or any Company Subsidiary ultimately collects any of the outstanding reinsurance balances relating to the amounts set forth on Schedule 3.07(d) , TRH shall pay such amounts to AIG within ten (10) days of collecting such amounts. TRH or any Company Subsidiary shall use commercially reasonable efforts, consistent with its past practice in collecting the outstanding reinsurance balances relating to the amounts set forth on Schedule 3.07(d) , to collect such outstanding reinsurance balances. The payment of any amount under this Section 3.07(d) by TRH and/or any Company Subsidiary to AIG or any Affiliate of AIG shall be made payable in immediately available funds in U.S. dollars, free of any tax and deductions of any kind. The aggregate amount of $16,283,400 minus the amounts set forth on Schedule 3.07(d) paid by TRH or any Company Subsidiary to AIG or any Affiliate of AIG in accordance with this Section 3.07(d) shall be subject to interest from the date of Closing to, but not including, the date of payment of such funds at an interest rate of three percent (3%) over the London Inter-Bank Offered Rate for a one (1) year period, as published by the eastern edition of The Wall Street Journal on the date on which such funds were drawn; provided, however , if such amount is paid within thirty (30) days of Closing, then such amount shall not be subject to any interest. Any of the outstanding reinsurance balances relating to the amounts set forth on Schedule 3.07(d) ultimately collected by TRH or any Company Subsidiary shall be subject to interest from the date such amounts were collected to, but not including, the date of payment of such funds at an interest rate of three percent (3%) over the London Inter-Bank Offered Rate for a one (1) year period, as published by the eastern edition of The Wall Street Journal on the date on which such funds were drawn; provided , however , if such amounts are paid by TRH or any Company Subsidiary to AIG or any Affiliate of AIG within ten (10) days of collecting such amounts in accordance with this Section 3.07(d) , then such amounts shall not be subject to any interest.

Section 3.08. AIG Intellectual Property, AIG Names and Marks, TRH Intellectual Property, TRH Names and Marks .

(a) TRH, for itself and the Company Subsidiaries, acknowledges and agrees that, subject to Section 3.08(c) , TRH is not retaining any right, title or interest in or to any Intellectual Property owned or licensed by AIG or its Affiliates, including the names “AIG,” “American International Group, Inc.” or “AI,” or any trade, corporate or business names, trademarks, tag-lines, identifying logos, trade dress, monograms, slogans, service marks, domain names, brand names or any other name or source identifiers related thereto or employing the wording “AIG” or any “AI” formative marks, “American International” formative marks or any derivation or variation of any of the foregoing (for example, among others, AI, AI RISK, AIA, AIU, as well as American International, American International Group, American International Underwriters, American International Assurance) or any confusingly similar trade, 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) (collectively, the “ AIG Names and Marks ”), and, except as otherwise expressly provided in this Section 3.08 or in any Ancillary Agreement, neither TRH nor any Company Subsidiary shall have any rights in or to any of the AIG Names and Marks and neither TRH nor any Company Subsidiary shall (i) seek to register in any jurisdiction any 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 that is a derivation, translation, adaptation, combination or variation of the AIG Names and Marks or that is confusingly similar thereto or (ii) contest the use, ownership, validity or enforceability of any rights of AIG or any of its Affiliates in or to any of the AIG Names and Marks. AIG, for itself and its Affiliates, acknowledges and agrees that, subject to Section 3.08(e) , AIG is not retaining any right, title or interest in or to any Intellectual Property owned or licensed by TRH or the Company Subsidiaries, and the names “Transatlantic”, “Transatlantic Holdings” or “TRC” 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 “Transatlantic” or “TRC”, or any derivation or variation of any of the foregoing (for example, among others, Transre) 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) (collectively, the “ TRH Names and Marks ”), and, except as otherwise expressly provided in this Section 3.08 or in any Ancillary Agreement, neither AIG nor any of its Affiliates shall have any rights in or to any of the TRH Names and Marks and neither AIG nor any of its Affiliates shall (i) seek to register in any jurisdiction any 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 that is a derivation, translation, adaptation, combination or variation of the TRH Names and Marks or that is confusingly similar thereto or (ii) contest the use, ownership, validity or enforceability of any rights of TRH or any of the Company Subsidiaries in or to any of the TRH Names and Marks.

(b) Except as otherwise expressly provided in this Section 3.08 or any other Transaction Agreement, following the First Time of Delivery, (i) TRH and the Company Subsidiaries shall immediately cease and discontinue any and all uses of all the Intellectual Property owned or licensed by AIG or its Affiliates, including the AIG Names and Marks, whether or not in combination with other words, symbols or other distinctive or non-distinctive elements and all trade, corporate or business names, trademarks, tag-lines, identifying logos, service marks, trade dress, slogans, monograms, service marks, domain names, brand names and other names or source identifiers similar to any of the foregoing or embodying any of the foregoing whether or not in combination with other words, symbols or other distinctive or non-distinctive elements, and (ii) all rights of TRH and the Company Subsidiaries, and their sublicensees, if any, in and to the Intellectual Property owned or licensed by AIG or its Affiliates, including the AIG Names and Marks, including any such rights licensed to TRH and the Company Subsidiaries pursuant to any agreements or other arrangements, whether written or oral, with AIG or its Affiliates (except as otherwise set forth in this Section 3.08 or in any other Transaction Agreement) shall terminate on the First Time of Delivery. TRH, for itself and the Company Subsidiaries, agrees that after the First Time of Delivery, TRH, the Company Subsidiaries and/or any of their Affiliates shall not expressly, or by implication, do business as or represent themselves as being affiliated with AIG or its Affiliates and shall not knowingly take action that reasonably would be expected to create confusion that TRH and the Company Subsidiaries remain affiliated with AIG or its Affiliates, except to the extent that AIG retains a corporate affiliation with TRH. Except as otherwise expressly provided in this Section 3.08 or any other Transaction Agreement, following the First Time of Delivery, (i) AIG and its Affiliates shall immediately cease and discontinue any and all uses of all the Intellectual Property owned or

licensed by TRH or any of the Company Subsidiaries, including the TRH Names and Marks, whether or not in combination with other words, symbols or other distinctive or non-distinctive elements and all trade, corporate or business names, trademarks, tag-lines, identifying logos, service marks, trade dress, slogans, monograms, service marks, domain names, brand names and other names or source identifiers similar to any of the foregoing or embodying any of the foregoing whether or not in combination with other words, symbols or other distinctive or non-distinctive elements, and (ii) all rights of AIG and its Affiliates, and their sublicensees, if any, in and to the Intellectual Property owned or licensed by TRH or any of the Company Subsidiaries, including the TRH Names and Marks, including any such rights licensed to AIG and its Affiliates pursuant to any agreements or other arrangements, whether written or oral, with TRH or any of the Company Subsidiaries (except as otherwise set forth in this Section 3.08 or in any other Transaction Agreement) shall terminate on the First Time of Delivery. AIG, for itself and its Affiliates, agrees that after the First Time of Delivery, AIG and/or any of its Affiliates shall not expressly, or by implication, do business as or represent themselves as being affiliated with TRH or the Company Subsidiaries and shall not knowingly take action that reasonably would be expected to create confusion that AIG and its Affiliates remain affiliated with TRH or the Company Subsidiaries, except to the extent that AIG retains a corporate affiliation with TRH.

(c) TRH and the Company Subsidiaries shall have the right to use and display all materials in their possession as of the First Time of Delivery that bear any AIG Names and Marks, including advertising, promotional materials, packaging, inventory, electronic materials, collateral goods, stationery, business cards, invoices, receipts, forms, product, training and service literature and materials, and other materials (“ AIG Materials ”); provided that such right to use and display the AIG Materials shall expire on the earlier of (i) the date on which all of the AIG Materials have been exhausted or (ii) three (3) months after the First Time of Delivery. The foregoing right is solely to deplete existing inventory of AIG Materials and transition from use of the AIG Names and Marks, and none of TRH or the Company Subsidiaries may reproduce any existing AIG Materials or create any new materials bearing the AIG Names and Marks. Notwithstanding the foregoing, (i) TRH agrees to change or remove all signage that bears any AIG Names and Marks within three (3) months after the First Time of Delivery and (ii) if and to the extent that the approval of any Governmental Authorities is required for TRH to cease use of or to modify any AIG Materials, TRH and the Company Subsidiaries shall have the right to continue to use such AIG Materials until all such Governmental Authorities have granted TRH and its Affiliates approval to cease the use of or to modify AIG Materials that require such approval to be modified, provided that TRH and the Company Subsidiaries shall use commercially reasonable efforts to obtain such approvals from the applicable Governmental Authorities as expeditiously as reasonably possible. Subject to applicable Law, TRH, for itself and on behalf of the Company Subsidiaries, agrees that use of the AIG Names and Marks during the applicable period as set forth in this Section 3.08(c) , shall be only with respect to goods and services of a level of quality substantially equal to or greater than the quality of goods and services with respect to which TRH and each of the Company Subsidiaries used the AIG Names and Marks immediately prior to the First Time of Delivery. TRH and the Company Subsidiaries shall not be required to remove or replace any AIG Names and Marks from any AIG Materials that were distributed prior to the First Time of Delivery or during the periods set forth in Section 3.08(c)(i) and (ii) above. Neither TRH nor any of the Company Subsidiaries may assign or otherwise transfer their respective rights set forth in this Section 3.08(c) other than in connection with a Change of Control of TRH or any of the Company Subsidiaries. TRH agrees that any use

of the AIG Names and Marks by TRH and the Company Subsidiaries will be in a manner that does not harm or disparage AIG and its Affiliates or the reputation or goodwill of the AIG Names and Marks. Upon AIG's request, TRH will explain and provide samples of its use of the AIG Names and Marks for AIG to verify compliance with the foregoing.

(d) Within thirty (30) days after the First Time of Delivery, each of TRH and the Company Subsidiaries shall execute and file amended organizational documents that will effect a change in its name to a name not containing any of the AIG Names and Marks or any derivation, translation, adaptation, combination or variation thereof.

(e) Effective as of the First Time of Delivery, TRH, on behalf of itself and the Company Subsidiaries, hereby grants to each of AIG and its Affiliates and their respective successors and assigns (each, an “ AIG Licensed Party ” and together, the “ AIG Licensed Parties ”) a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicenseable (on multiple levels, to the extent the subject Intellectual Property heretofore has been licensed or sublicensed, as applicable, in the ordinary course of the business of each such AIG Licensed Party), non-transferable (except as set forth in this Section 3.08(e) ) right and license, in and to all Intellectual Property (other than Trademarks) owned by TRH and/or any of the Company Subsidiaries immediately following the First Time of Delivery that is being used as of the First Time of Delivery in connection with the business of each such AIG Licensed Party (other than TRH and the Company Subsidiaries), for the continued use in connection with the business of each such AIG Licensed Party. No AIG Licensed Party may assign or otherwise transfer its license set forth in this Section 3.08(e) other than in connection with a Change of Control of any AIG Licensed Party. Effective as of the First Time of Delivery, AIG, on behalf of itself and its Affiliates, hereby grants to each of TRH and the Company Subsidiaries and their respective successors and assigns (each, a “ TRH Licensed Party ” and together, the “ TRH Licensed Parties ”) a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicenseable (on multiple levels, to the extent the subject Intellectual Property heretofore has been licensed or sublicensed, as applicable, in the ordinary course of the business of each such TRH Licensed Party), non-transferable (except as set forth in this Section 3.08(e) ) right and license, in and to all Intellectual Property (other than (i) Intellectual Property to which TRH or any of the Company Subsidiaries is licensed or otherwise provided access under any Ancillary Agreement, and (ii) Trademarks) owned by AIG and/or any of its Affiliates immediately following the First Time of Delivery that is being used as of the First Time of Delivery in connection with the business of each such TRH Licensed Party, for the continued use in connection with the business of each such TRH Licensed Party. No TRH Licensed Party may assign or otherwise transfer its license set forth in this Section 3.08(e) other than in connection with a Change of Control of any TRH Licensed Party.

(f) AIG and its Affiliates shall have the right to use and display all materials in their possession as of the First Time of Delivery that bear any TRH Names and Marks, including advertising, promotional materials, packaging, inventory, electronic materials, collateral goods, stationery, business cards, invoices, receipts, forms, product, training and service literature and materials, and other materials (“ TRH Materials ”); provided that such right to use and display the TRH Materials shall expire on the earlier of (i) the date on which all of the TRH Materials have been exhausted or (ii) three (3) months after the First Time of Delivery. The foregoing right is solely to deplete existing inventory of TRH Materials and transition from

use of the TRH Names and Marks, and none of AIG or its Affiliate may reproduce any existing TRH Materials or create any new materials bearing the TRH Names and Marks. Notwithstanding the foregoing, (i) AIG agrees to change or remove all signage that bears any TRH Names and Marks within three (3) months after the First Time of Delivery; and (ii) if and to the extent that the approval of any Governmental Authorities is required for AIG to cease use of or to modify any TRH Materials, AIG and its Affiliates shall have the right to continue to use such TRH Materials until all such Governmental Authorities have granted AIG and its Affiliates approval to cease the use of or to modify TRH Materials that require such approval to be modified, provided that AIG and its Affiliates shall use commercially reasonable efforts to obtain such approvals from the applicable Governmental Authorities as expeditiously as reasonably possible. Subject to applicable Law, AIG, for itself and on behalf of its Affiliates, agrees that use of the TRH Names and Marks during the applicable period as set forth in this Section 3.08(f) , shall be only with respect to goods and services of a level of quality substantially equal to or greater than the quality of goods and services with respect to which AIG and each of its applicable Affiliates used the TRH Names and Marks immediately prior to the First Time of Delivery. AIG and its Affiliates shall not be required to remove or replace any TRH Names and Marks from any Materials that were distributed prior to the First Time of Delivery or during the periods set forth in Section 3.08(f)(i) and (ii) above. Neither AIG nor any of its Affiliates may assign or otherwise transfer their respective rights set forth in this Section 3.08(f) other than in connection with a Change of Control of AIG or any of its Affiliates. AIG agrees that any use of the TRH Names and Marks by AIG or any of its Affiliates will be in a manner that does not harm or disparage TRH and the Company Subsidiaries or the reputation or goodwill of the TRH Names and Marks. Upon TRH's request, AIG will explain and provide samples of its use of the TRH Names and Marks for TRH to verify compliance with the foregoing.

(g) AIG and TRH each agree that irreparable damage would occur if the other party does not perform its obligations in accordance with the specific terms of this Section 3.08 or otherwise breaches its obligations thereunder. It is accordingly agreed that, without the necessity of posting bond or other undertaking, each party or its applicable Affiliates (or their respective successors or assigns) shall be entitled to proceed against the other party or the other party’s applicable Affiliates in law and/or in equity for such damages or other relief as a court may deem appropriate and shall be entitled to seek a temporary restraining order and/or preliminary and final injunctive or other equitable relief, including specific performance, to prevent breaches of this Section 3.08 and, in addition to any other remedy to which they are entitled at law or in equity, to enforce specifically the terms and provisions of this Section 3.08 . In the event that any Action is brought in equity to enforce the provisions of this Section 3.08 , no party hereto shall allege, and each party hereto hereby waives the defense or counterclaim, that there is an adequate remedy at law.

(h) Should any of TRH or the Company Subsidiaries, following the First Time of Delivery, become aware that TRH or any of the Company Subsidiaries owns any rights in or to any AIG Names and Marks (other than domain names which are addressed in the second sentence of this Section 3.08(h) ), including in any combined trademark incorporating any such AIG Names and Marks and/or in any registrations or applications for registrations of any of the foregoing in any jurisdiction, TRH and the Company Subsidiaries shall (i) promptly notify AIG of the existence of such rights; (ii) immediately cease any and all use thereof if TRH and the Company Subsidiaries have not already ceased such use in accordance with their obligations

under Section 3.08(b) , and (iii) at TRH’s expense, at the request of AIG either (x) as soon as practicable after the First Time of Delivery (but in no event more than thirty (30) days thereafter) abandon all rights in and to such AIG Names and Marks, including abandoning any such combined trademarks incorporating any such AIG Names and Marks and/ or abandoning registrations and applications for registrations of any of the foregoing, and submit to the applicable Governmental Authorities all necessary filings to abandon all its and their rights, registrations and applications for registrations for any and all such AIG Names and Marks or (y) assign and transfer to AIG or any Affiliate of AIG all right, title and interest in and to such AIG Names and Marks, including in any combined trademark incorporating any such AIG Names and Marks and in any registrations or applications for registrations of any of the foregoing. Should TRH and the Company Subsidiaries, following the First Time of Delivery, become aware of any domain name registration by TRH and the Company Subsidiaries that includes or incorporates any of the AIG Names and Marks, TRH shall promptly notify AIG of the existence of such domain name registration and, upon AIG’s request, shall, or shall cause the Company Subsidiaries to, assign and transfer all right, title and interest in or to such domain name registration to AIG or any Affiliate of AIG. In each case set forth above in this Section 3.08(h) , prior to any such assignment and transfer and during the one-month period after the applicable assignment and transfer, TRH shall or shall cause the Company Subsidiaries to pay any and all renewal, maintenance and other fees due with regard to all such Intellectual Property set forth in this Section 3.08(h) .

(i) Should any of AIG or its Affiliates, following the First Time of Delivery, become aware that AIG or any of its Affiliates owns any rights in or to any TRH Names and Marks (other than domain names which are addressed in the second sentence of this Section 3.08(i) ), including in any combined trademark incorporating any such TRH Names and Marks and/or in any registrations or applications for registrations of any of the foregoing in any jurisdiction, AIG and its Affiliates shall (i) promptly notify TRH of the existence of such rights; (ii) immediately cease any and all use thereof if AIG and its Affiliates have not already ceased such use in accordance with their obligations under Section 3.08(b) , and (iii) at AIG’s expense, at the request of TRH either (x) as soon as practicable after the First Time of Delivery (but in no event more than thirty (30) days thereafter) abandon all rights in and to such TRH Names and Marks, including abandoning any such combined trademarks incorporating any such TRH Names and Marks and/or abandoning registrations and applications for registrations of any of the foregoing, and submit to the applicable Governmental Authorities all necessary filings to abandon all its and their rights, registrations and applications for registrations for any and all such TRH Names and Marks or (y) assign and transfer to TRH or a Company Subsidiary all right, title and interest in and to such TRH Names and Marks, including in any combined trademark incorporating any such TRH Names and Marks and in any registrations or applications for registrations of any of the foregoing. Should AIG and any of its Affiliates following the First Time of Delivery, become aware of any domain name registration by AIG and any of its Affiliates that includes or incorporates any of the TRH Names and Marks, AIG shall promptly notify TRH of the existence of such domain name registration and, upon TRH’s request, shall, or shall cause the applicable Affiliate of AIG to, assign and transfer all right, title and interest in or to such domain name registration to TRH or a Company Subsidiary. In each case set forth above in this Section 3.08(i) , prior to any such assignment and transfer and during the one-month period after the applicable assignment and transfer, AIG shall or shall cause its

Affiliates to pay any and all renewal, maintenance and other fees due with regard to all such Intellectual Property set forth in this Section 3.08(i) .

(j) Notwithstanding the foregoing, nothing contained in Section 3.08 herein shall require (i) the destruction, deletion, or modification of any backup tapes or other media made pursuant to automated archival processes in the ordinary course of business, provided that such backup tapes or other archived media shall only be accessible by information technology personnel and shall not be accessed or used for any purpose by either AIG and its Affiliates or TRH and the Company Subsidiaries, other than as permitted hereunder or (ii) the return or destruction of any Confidential Information retained in order to comply with TRH's or AIG’s internal document retention policies, provided that such Confidential Information is (x) maintained as confidential pursuant to the obligations that had originally attached thereto, or at least as protective of the information as set forth in Section 3.17 , and (y) returned to the other party or destroyed as soon as such Confidential Information is no longer required to be retained pursuant to such policy.

Section 3.09. Insurance .

(a) From and after the First Time of Delivery, TRH and the Company Subsidiaries shall cease to be insured by AIG’s or its Affiliates’ blanket insurance policies or by any of their self-insured programs in place to the extent such insurance policies or programs cover TRH or any of the Company Subsidiaries. TRH and the Company Subsidiaries agree to satisfy the deductible or retention for any claim that they report under AIG’s or its Affiliates’ blanket insurance policies to the extent such claim is attributed to TRH or any of the Company Subsidiaries. On or prior to the Closing, TRH agrees to pay the amounts set forth in Schedule 3.09 to AIG or the relevant Affiliates of AIG as directed by AIG. For the avoidance of doubt, the provisions of this Section 3.09(a) shall not apply to any Insurance Agreement.

(b) With respect to events or circumstances relating to TRH or any of the Company Subsidiaries that occurred or existed prior to the First Time of Delivery that are covered by occurrence-based third-party liability insurance policies of AIG or its Affiliates and any workers’ compensation insurance policies or comparable workers’ compensation self-insurance programs sponsored by AIG or its Affiliates and that apply to the locations at which TRH and the Company Subsidiaries operate their respective businesses, TRH and the Company Subsidiaries may make claims under such policies; provided , however , that, by making any such claims, TRH agrees to reimburse AIG for any increased costs incurred by AIG and its Affiliates as a result of such claims, including any retroactive premium adjustments associated with such coverage, as such amounts are determined in accordance with those policies generally applicable from time to time to AIG and its Affiliates; and provided further that neither TRH nor any of the Company Subsidiaries shall make any such claims if, and to the extent that, such claims are covered by insurance policies sponsored by TRH or any of the Company Subsidiaries. For the avoidance of doubt, the provisions of this Section 3.09(b) shall not apply to any Insurance Agreement.

Section 3.10. D&O Insurance and Liabilities .

(a) From and after the First Time of Delivery, TRH agrees that any individual who served as a director or officer of TRH or any Company Subsidiary at any time prior to the First Time of Delivery, and was prior or at such time, an executive officer or director of AIG and its Affiliates (each such individual, an “ AIG Designee ”) shall be entitled to benefits under any director and officer insurance policy maintained by TRH or any Company Subsidiary to the same extent as any similarly situated directors and officers of TRH who are not AIG Designees.

(b) From and after the First Time of Delivery, TRH agrees that it shall not, and shall cause the Company Subsidiaries not to, take any steps that would reasonably be expected to affect adversely the rights of any AIG Designee (each, a “ D&O Indemnified Person ”) to be indemnified either under Delaware or other applicable Law or the Organizational Documents of TRH and the Company Subsidiaries as they existed prior to the First Time of Delivery, against any costs or expenses (including attorneys’ fees and expenses of investigation, defense and ongoing monitoring), judgments, penalties, fines, losses, charges, demands, Actions, suits, proceedings, settlements, assessments, deficiencies, Taxes, interest, obligations, damages, liabilities or amounts paid in settlement incurred in connection with any claim, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the First Time of Delivery and relating to the fact that the D&O Indemnified Person was a director or officer of TRH or any of the Company Subsidiaries, whether asserted or claimed prior to, at or after the First Time of Delivery.

Section 3.11. Employee Matters .

(a) As of 11:59 p.m. on December 31, 2009 (the “ Benefits Transition Date ”), AIG shall terminate the participation of TRH and the Company Subsidiaries in each Benefit Plan that is not a Company Benefit Plan, and in no event shall any Employee be entitled to accrue any benefits under such Benefit Plans with respect to services rendered or compensation paid on or after the Benefits Transition Date. The parties hereto agree that TRH and the Company Subsidiaries shall retain all rights and obligations under each Company Benefit Plan.

(b) (i) On the Benefits Transition Date, AIG shall transfer, or cause to be transferred, from AIG’s U.S. tax-qualified defined benefit retirement plan in which the Employees employed in the United States participate (“ AIG’s Pension Plan ”) in a trust-to-trust transfer $8,000,000 to a tax-qualified defined benefit pension plan to be adopted on or prior to the Benefits Transition Date or currently maintained by TRH or any of its Affiliates (“ TRH’s Pension Plan ”) for the benefit of the Employees who are participants in AIG’s Pension Plan (the “ Pension Plan Participants ”).

(ii) AIG shall transfer, or cause to be transferred, all assets and liabilities with respect to the Employees from AIG’s Pension Plan to TRH’s Pension Plan for the Pension Plan Participants as of the Benefits Transition Date in accordance with this Section 3.11 . The amount of assets to be transferred to TRH’s Pension Plan for the benefit of such Employees shall be the amount that AIG’s Pension Plan Actuary (as defined below) certifies meets the requirements of Section 414(l) of the Code, determined using the applicable actuarial assumptions as of the Benefits Transition Date in

accordance with Section 414(l) of the Code and the regulations thereunder using the Pension Benefit Guaranty Corporation termination safe harbor assumptions, minus $8,000,000 (such amount, the “ Pension Plan Transfer Amount ”). All plan assets transferred from AIG’s Pension Plan trustee to TRH’s Pension Plan trustee pursuant to the provisions of this Section 3.11 shall be made in immediately available funds.

(iii) As soon as practicable after the Benefits Transition Date, AIG shall engage, or caused to be engaged, an actuary (“ AIG’s Pension Plan Actuary ”) to determine (A) the Pension Plan Transfer Amount and (B) provide written notice of the amount of the Pension Plan Transfer Amount (the “ Pension Calculation Notice ”) to TRH or its Affiliate. The parties hereto agree and acknowledge that the Pension Calculation Notice shall be provided to TRH no later than eight (8) months following the Benefits Transition Date. After TRH or its Affiliate has received the Pension Calculation Notice, TRH or its Affiliate may appoint an actuary (“ TRH’s Pension Plan Actuary ”), at TRH or its Affiliate’s cost, to review the determination of the Pension Plan Transfer Amount set forth in the Pension Calculation Notice. In the event that TRH’s Pension Plan Actuary disagrees with the calculation of the Pension Plan Transfer Amount set forth in the Pension Calculation Notice, TRH shall provide written notice of such disagreement not later than sixty (60) days after the date on which TRH or its Affiliate received the Pension Calculation Notice, setting forth the reasons for its disagreement. If TRH does not deliver any notice of disagreement within such sixty (60) day period, the Pension Plan Transfer Amount set forth in the Pension Calculation Notice shall be deemed final and binding on the parties hereto. If TRH delivers a notice of disagreement within such sixty (60) day period, the parties hereto shall have thirty (30) days to reach agreement on the Pension Plan Transfer Amount. If the parties hereto do not reach agreement on the items in dispute within thirty (30) days of AIG receiving the notice of disagreement, either party hereto may refer the dispute to an independent actuary (the “ Independent Actuary ”) to be agreed upon by the parties hereto or, failing such agreement, appointed by the Executive Director of the American Academy of Actuaries, at the request of the party hereto first applying. The costs of the Independent Actuary shall be borne equally by AIG and TRH. The determination of the Independent Actuary shall be final and binding on AIG and TRH. In reaching such resolution, the Independent Actuary shall consider only the issues of disagreement between AIG’s Pension Plan Actuary and TRH’s Pension Plan Actuary, it being understood that the Independent Actuary shall not be retained to conduct its own independent review, but rather shall be retained to resolve specific differences between AIG’s Pension Plan Actuary and TRH’s Pension Plan Actuary within the range of such differences; provided that the final Pension Plan Transfer Amount determined by the Independent Actuary shall not be more than the amount determined by TRH’s Pension Plan Actuary nor less than the amount determined by AIG’s Pension Plan Actuary.

(iv) Within fifteen (15) days after the later to occur of (A) the date on which the Pension Plan Transfer Amount is finally determined and (B) the expiration of the thirty (30) day waiting period prescribed by Section 6058(b) of the Code (which TRH and AIG shall take all action to commence promptly), AIG shall direct the trustee of AIG’s Pension Plan to deliver the Pension Plan Transfer Amount (as finally determined

pursuant to this Section 3.11(b) ) to the trustee of the trust maintained under TRH’s Pension Plan.

(v) From the Benefits Transition Date until the actual date of delivery of the Pension Plan Transfer Amount (the “ Pension Plan Transfer Date ”), the trustee of AIG’s Pension Plan shall hold the Pension Plan Transfer Amount under AIG’s Pension Plan and the Pension Plan Transfer Amount shall be credited with interest at an annual rate that is equivalent to the rate of return on one year U.S. Treasury Bills for the weekly period that includes the Benefits Transition Date.

(vi) As of the Benefits Transition Date, TRH’s Pension Plan shall assume all liabilities and will be responsible for making all payments with respect to the Employees under AIG’s Pension Plan, and none of AIG, its Affiliates or AIG’s Pension Plan shall retain any such liabilities. AIG and TRH shall, in connection with such transfer, cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder and shall comply with applicable requirements of the Code, ERISA and regulations thereunder. TRH will provide to AIG all electronic feeds and payroll information for the Pension Plan Participants from the First Time of Delivery to the Benefits Transition Date.

(vii) AIG will make its best efforts to allow the Employees specified in Schedule 3.11(b)(vii) to participate in AIG’s Pension Plan until the Benefits Transition Date.

(viii) The liability for benefits accrued by the Employee specified in Schedule 3.11(b)(viii) under the AIO Pension Plan as of May 13, 2009 has been transferred to, and will ultimately be paid by, TRH or the Company Subsidiaries and any future benefit accruals will occur under a benefit plan sponsored by TRH or the Company Subsidiaries.

(c) (i) AIG shall use all reasonable endeavors prior to the Closing to procure that TRH or any Company Subsidiary which immediately prior to the First Time of Delivery participates in any of AIG’s registered pension schemes (within the meaning of the UK Finance Act 2004) (each, a “ TRH Employer ” and “ AIG’s UK Pension Plan ” respectively) is able to continue participating in AIG’s UK Pension Plans until no later than the Benefit Transition Date. At its option exercisable by giving one month’s notice required under AIG’s UK Pension Plan at any time after the First Time of Delivery but prior to the Benefits Transfer Date, TRH or any Company Subsidiary may withdraw as a participating employer from AIG’s UK Pension Plan and with the agreement of AIG’s UK Pension Plan trustees, annuitize the accrued liability under AIG’s UK Pension Plan of any Employee or beneficiary who is a surviving spouse, partner or dependant of an Employee (a “ UK Pension Plan Member ”) as of such withdrawal date or offer enhanced transfer values to any Member of AIG’s UK Pension Plan provided that any of the foregoing actions are accomplished in a manner consistent with and subject to this Section 3.11(c) . Prior to TRH or the Company Subsidiary withdrawing as a participating employer as above, it shall comply with the consultation requirements (if applicable)

under the UK Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006.

(ii) The participation of the TRH Employer in AIG’s UK Pension Plan after the First Time of Delivery and (where applicable) the offer and the payment of enhanced transfer values referred to below are conditional upon TRH (or such other company as is acceptable to the trustees of AIG’s UK Pension Plan) indemnifying the trustees of AIG’s UK Pension Plan (and their successors) from and against any and all liability (other than for benefits payable under AIG’s UK Pension Plan) arising from or in connection with such participation after the First Time of Delivery or (where applicable) the offer and payment of such enhanced transfer values (such indemnity to be in terms approved by the trustees of AIG’s UK Pension Plan, such approval not to be unreasonably withheld or delayed).

(iii) TRH shall procure that throughout and in respect of the period during which the TRH Employer participates in AIG’s UK Pension Plan after the First Time of Delivery:

(a) the TRH Employer shall pay contributions, expenses and charges on the same terms and bases as apply immediately prior to the First Time of Delivery and shall comply with the provisions of AIG’s UK Pension Plan and the obligations on the TRH Employer in relation to AIG’s UK Pension Plan imposed by law;

(b) the TRH Employer shall not exercise any power, right or discretion conferred on it by AIG’s UK Pension Plan, or in relation to that Plan by or under any legislation, except (in either case) on such terms (whether as to payment of additional contributions or otherwise) as AIG or its Affiliate may agree, such agreement not to be unreasonably withheld or delayed;

(c) the TRH Employer shall not increase the remuneration or any part thereof which counts for any defined benefits under AIG’s UK Pension Plan or do or omit to do anything which results or would result in an increase in the defined benefit liabilities under AIG’s UK Pension Plan to or in respect of any UK Pension Plan Member except with the prior written approval of AIG or its Affiliate and on such terms as AIG or its Affiliate may specify as to the payment of additional contributions to AIG’s UK Pension Plan or otherwise;

(d) the TRH Employer shall exercise each right or discretion conferred on it by or under the UK Pensions Act 1995 and the UK Pensions Act 2004 and regulations already made under them or to be made under them in the future as reasonably directed from time to time in writing by AIG or its Affiliate;

(iv) If the TRH Employer does anything, or omits to do anything, after the First Time of Delivery which results in an increase in the defined benefit liabilities of AIG’s UK Pension Plan beyond the standard benefit accruals contemplated by this Section 3.11(c) (assuming that after the First Time of Delivery pensionable earnings are

not increased and the TRH Employer does not exercise any power or discretion under AIG’s UK Pension Plan) to or in respect of all or any of the UK Pension Plan Members, TRH shall procure that an amount is paid by the TRH Employer to AIG’s UK Pension Plan which is, in the opinion of the actuary to AIG’s UK Pension Plan, equal to the capital value of the additional liability (the “ Special Contribution ”) within fourteen days of TRH or the TRH Employer being notified in writing of that amount together with interest on the amount at 4% above the base rate from time to time of the principal banker in the UK of the trustees of AIG’s UK Pension Plan in respect of the period from the date of notification to the actual payment of the Special Contribution (such capital value shall be determined by the actuary to AIG’s UK Pension Plan applying the same actuarial method and assumptions (with any necessary changes) as are used at the time the additional liability is created to determine cash equivalent transfer values under AIG’s UK Pension Plan pursuant to the UK Pension Schemes Act 1993 (as amended or replaced from time to time) ignoring any adjustment for any underfunding under that Plan).

(v) TRH shall pay, or cause to be paid, any amount which becomes payable under section 75 or 75A of the UK Pensions Act 1995 on the TRH Employer ceasing to employ active members of AIG’s UK Pension Plan. TRH and AIG shall cooperate and take such steps as are reasonable to avoid or minimise the amount payable (including but without limitation notifying the trustees of AIG’s UK Pension Plan that a relevant transfer deduction shall apply in accordance with the UK Occupational Pension Schemes (Employer Debt) Regulations 2005 (as amended or replaced from time to time)).

(vi) TRH shall indemnify and hold harmless (on a continuing basis) AIG and its Affiliates from and against any and all liability under any contribution notice, order or direction made by the UK Pensions Regulator in connection with the UK Pension Plan Members and from and against any and all liability arising under or in connection with any offer and payment of enhanced transfer values referred to below.

(vii) At the request of TRH or the Company Subsidiary, AIG or its Affiliate shall co-operate and shall use all reasonable endeavors to procure that the trustees of AIG’s UK Pension Plan which provides pensions on a defined benefit basis co-operate in the making of enhanced transfer value offers to such of the UK Pension Plan Members as TRH or the Company Subsidiary nominates in writing in lieu of the benefits otherwise payable under AIG’s UK Pension Plan to or in respect of them. TRH shall put, or cause to be put, the trustees of AIG’s UK Pension Plan in funds to pay the enhancement to any such transfer value (such enhancement being the excess of the amount of the enhanced transfer value over the amount of the cash equivalent transfer value which would otherwise have been payable under the UK Pension Schemes Act 1993 (as amended or replaced from time to time)). TRH shall also pay, or cause to be paid, the reasonable expenses incurred in connection with the offer and, if applicable, the payment of such enhanced transfer values (whether such expenses are incurred by AIG or any of its Affiliate or the trustees of AIG’s UK Pension Plan).

(d) The parties hereto acknowledge and agree that, promptly following the Benefits Transition Date, AIG shall engage AIG’s Pension Plan Actuary to determine TRH’s

proportionate share of unreimbursed contributions made by AIG to AIG’s Pension Plan for purposes of TRH reimbursing AIG for such amount (such amount, the “ TRH Pension Reimbursement Amount ”). For purposes of clarity, the parties acknowledge that from December, 2007 through March 2009, AIG has made contributions, in three tranches aggregating $750 million (the “ Contributions ”), to AIG’s Pension Plan, for which TRH has not reimbursed AIG with respect to Employees. The TRH Pension Reimbursement Amount shall be the TRH Proportionate Share (as defined below) of (i) $750 million, plus (ii) any contributions made by AIG to AIG’s Pension Plan between the date of this Agreement and the Benefits Transition Date; provided , that to the extent that the fair value of assets in AIG’s Pension Plan as at the Benefits Transition Date exceeds the total liabilities of AIG’s Pension Plan as calculated in accordance with the requirements of Section 414(l) of the Code as determined pursuant to the methodology set out in Section 3.11(b) , then the TRH Pension Reimbursement Amount shall be reduced by the TRH Proportionate Share (as defined below) of such excess, if any. The “ TRH Proportionate Share ” shall be the ratio of (x) the December 31, 2008 accumulated benefit obligation under AIG’s Pension Plan for the Employees, to (y) the December 31, 2008 accumulated benefit obligation under AIG’s Pension Plan for all par

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