TRANSITION SERVICES AGREEMENT

Transition Agreement

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METLIFE INC | CITIGROUP, INC.

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Title: TRANSITION SERVICES AGREEMENT
Governing Law: New York Date: 7/8/2005
Industry: Insurance (Life) Law Firm: Skadden, Arps, Slate, Meagher & Flom LLP; LeBoeuf, Lamb, Greene & MacRae, L.L.P. Sector: Financial

TRANSITION SERVICES AGREEMENT, Parties: metlife inc , citigroup inc.

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TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

CITIGROUP, INC.

AND

METLIFE, INC.

DATED AS OF JULY 1, 2005

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TABLE OF CONTENTS

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Section 1. Definitions..................................................... 1

Section 2. Services and Activities......................................... 4

(a) TSA Services.............................................. 4

(b) Additional Services....................................... 6

Networks.................................................. 7

(d) Resumed Services.......................................... 7

(e) No Obligation to Provide Other Services................... 7

(f) Non-Exclusivity........................................... 8

(g) Cooperation............................................... 8

(h) Access, Resources and Decisions........................... 8

(i) Acquisition Agreement Matters............................. 8

(j) Certain Activities........................................ 8

Section 3. Limitations on TSA Services..................................... 9

(a) Scope of Required TSA Services by Parent.................. 9

(b) Scope of Required TSA Services by Purchaser............... 10

(d) No Obligation to Hire..................................... 10

(e) Restrictions on Work Product.............................. 10

(f) Consents.................................................. 10

(g) No Obligation of Parent to Provide Certain Services....... 11

Section 4. Standards of TSA Services, Review Procedures and Penalties...... 11

(a) Standards of TSA Services................................. 11

(b) Improvements in TSA Services.............................. 11

(d) Failure to Meet Standards for Services, Inability to

Perform, Errors........................................... 12

(e) Failure to Provide TSA Services........................... 12

Section 5. Subcontractors.................................................. 13

(a) Right to Subcontract...................................... 13

(b) Affiliate Subcontractors.................................. 13

Section 6. Consideration for Services; Fee Dispute Resolution.............. 13

(a) Consideration............................................. 13

(b) Limitations on Consideration.............................. 15

(d) Fee Dispute Resolution.................................... 16

(e) Sales Taxes............................................... 16

(f) No Offset................................................. 16

(g) TSA Records............................................... 17

(h) Audit..................................................... 17

Section 7. Term and Termination............................................ 19

(a) Period of Services........................................ 19

(b) Termination of Individual Transition Services............. 20

(d) Effect of Termination; Return of Materials................ 21

Section 8. Transition Project Management................................... 21

(a) Service Coordinator....................................... 21

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(b) TSA Contacts.............................................. 21

Section 9. Relationship Between the Parties................................ 21

Section 10. Changes......................................................... 22

(a) Changes in Services....................................... 22

(b) Changes in Security....................................... 23

Section 11. Dispute Resolution.............................................. 23

(a) Resolution by the Service Coordinators.................... 23

(b) Dispute Escalation........................................ 23

(d) Ground for Dismissal...................................... 24

Section 12. Indemnification................................................. 24

(a) Indemnification by Service Provider....................... 25

(b) Indemnification by Service Recipient...................... 25

(d) Exclusions................................................ 26

(e) Third Party Claims; Procedures............................ 26

(f) Consequential Damages..................................... 27

(g) Other Losses.............................................. 27

(h) Exclusive Remedy.......................................... 27

(i) Disclaimer of Warranties.................................. 27

Section 13. Ownership, Lost Data and Security............................... 28

(a) Ownership................................................. 28

(b) Ongoing Data Separation................................... 28

(d) Third Party Materials..................................... 29

(e) Confidentiality; Delivery................................. 29

(f) Lost or Destroyed Data.................................... 29

(g) Security.................................................. 29

Section 14. Force Majeure................................................... 31

(a) General................................................... 31

(b) Definition................................................ 31

(d) Disaster Recovery Plan.................................... 31

(e) Disaster Recovery Tests................................... 32

(f) Termination Upon Force Majeure............................ 32

Section 15. Survival........................................................ 32

Section 16. Notices......................................................... 32

Section 17. Successors and Assigns; No Third-Party Beneficiaries............ 33

Section 18. Counterparts.................................................... 34

Section 19. Entire Agreement................................................ 34

(a) Agreement................................................. 34

(b) Captions.................................................. 34

Section 20. Amendment, Modification and Waiver.............................. 34

Section 21. Severability.................................................... 34

Section 22. Governing Law................................................... 35

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Section 23. Jurisdiction; Venue; Consent to Service of Process.............. 35

(a) Exclusive Jurisdiction; Final Judgments................... 35

(b) Service of Process........................................ 35

Section 24. Waiver Of Jury Trial............................................ 35

Section 25. Confidentiality................................................. 35

(a) Definition of Confidential Information.................... 35

(b) Protection of Confidential Information.................... 36

(d) Compulsory Disclosure..................................... 36

(e) Unauthorized Acts......................................... 37

(f) Data Protection........................................... 37

Section 26. Construction.................................................... 37

Section 27. Precedence...................................................... 37

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Schedules

Schedule 2(a) TSA Services

Schedule 2(a)(ii)(A) Non-Transferable Acquired Subsidiary Services

Schedule 2(b) Additional Services

Schedule 2(c) Leased Real Property

Schedule 6(a)(i) 2005 Price Lists

Schedule 8(a) Service Coordinators

Schedule 8(b) TSA Contacts

Schedule 11(b)(i) Senior Executives and Executive Committee

Schedule 11(b)(ii) Significant Service Shortfall Dispute Resolution

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This TRANSITION SERVICES AGREEMENT (this "Agreement"), dated as of July 1,

2005 (the "Effective Date"), is entered into by and between Citigroup, Inc., a

Delaware corporation ("Parent") and MetLife, Inc., a Delaware corporation

("Purchaser").

W I T N E S S E T H:

WHEREAS, Parent and Purchaser have entered into that certain

Acquisition Agreement, dated January 31, 2005 (as may be amended from time to

time, the "Acquisition Agreement") pursuant to which Purchaser agreed to acquire

on the terms and subject to the conditions set forth therein, all of the

outstanding shares of capital stock of certain subsidiaries of, and the equity

interests owned by Parent in certain joint ventures of, Parent or its

Affiliates; and

WHEREAS, the execution and delivery of this Agreement is a condition

to Closing of the transactions contemplated by the Acquisition Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements

and promises herein contained, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereby

agree as follows:

SECTION 1. DEFINITIONS. All capitalized terms used but not otherwise

defined herein have the meanings ascribed to them in the Acquisition Agreement.

With respect to all defined terms, whenever the singular term is used, the same

shall include the plural, and whenever the plural is used, the same shall

include the singular, where appropriate.

"Acquired Subsidiary Services" has the meaning set forth in Section

2(a)(ii).

"Acquisition Agreement" has the meaning set forth in the Recitals.

"Additional Services" means, to the extent provided by the Service

Provider pursuant to Section 2(b) hereof, (a) any additional services, support,

facilities or other resources not otherwise provided as a TSA Service or (b) an

expansion of the scope or term of any TSA Service (it being agreed that an

increase in volume of a TSA Service by reason of organic growth of the Business

is not an Additional Service). Additional Services include Required Additional

Services. Any activities performed pursuant to Section 2(j) hereof are not

Additional Services.

"Administration Notice" has the meaning set forth in Section 16.

"Affiliate Subcontractor" has the meaning set forth in Section 5(b).

"Change" has the meaning set forth in Section 10.

"Confidential Information" has the meaning set forth in Section

25(a).

"Date of Determination" has the meaning set forth in Section

2(b)(i).

"Disclosing Party" has the meaning set forth in Section 25(b).

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"Effective Date" has the meaning set forth in the Recitals.

"Excluded Works" means (a) work product created by Subcontractors

that are not Affiliate Subcontractors retained by a Service Provider or any of

its Affiliates where the terms of such retention allocate title in such work

product to such Subcontractor or to another third party, and (b) Confidential

Information, trademarks, service marks or logos of the Service Provider or its

Affiliates.

"Excusable Circumstance" has the meaning set forth in Section 3(c).

"Executive Committee" has the meaning set forth in Section 11(b).

"Fees" has the meaning set forth in Section 6(a)(i).

"Force Majeure Events" has the meaning set forth in Section 14(b).

"Indemnified Party" means the Service Provider Indemnified Party or

the Service Recipient Indemnifying Party, as the situation warrants.

"Indemnifying Party" means the Service Provider Indemnifying Party

or the Service Recipient Indemnifying Party, as the situation warrants.

"International Term" has the meaning set forth in Section 7(a).

"Non-Terminating Party" has the meaning set forth in Section

7(c)(i).

"Omitted Services" has the meaning set forth in Section 2(a)(iii).

"Operations Notice" has the meaning set forth in Section 16.

"Parent" has the meaning set forth in the Recitals.

"Parent Services" has the meaning set forth in Section 2(a)(i).

"Policies" means Service Provider's written policies.

"Pre-Closing Period" means (a) with respect to any service, support,

facilities and other resources, as applicable, provided by or on behalf of a

Service Provider to a Service Recipient, the period of time during the six (6)

months prior to the Effective Date or (b) with respect to such services,

support, facilities and other resources, as applicable, provided on only a

periodic basis, the period of time during the twelve (12) months prior to the

Effective Date (in each case, unless such service, support, facility or other

resource was terminated in the normal course of business prior to the Effective

Date).

"Purchaser" has the meaning set forth in the Recitals.

"Reports" has the meaning set forth in Section 4(c).

"Receiving Party" has the meaning set forth in Section 25(b).

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"Required Additional Services" means an Additional Service that the

Service Provider must perform. An Additional Service is a Required Additional

Service if the Service Provider (a) is the only reasonably available source of

knowledge or expertise relating to the Additional Service, (b) can provide such

Additional Service using commercially reasonable efforts, without adversely

impacting the level or quality of any TSA Services provided by, or the

businesses of, such Service Provider and its Affiliates, taking into account the

Service Provider's resource limitations and capacity, and (c) in providing such

Additional Service, does not violate Law, a then-existing executed written

agreement between the Service Provider and a non-affiliated third party or the

Service Provider's then-current Policies and procedures.

"Sales Taxes" has the meaning set forth in Section 6(e).

"Senior Executive" has the meaning set forth in Section 11(b).

"Service Coordinator" has the meaning set forth in Section 8(a).

"Service Provider" means, as applicable, Parent or Purchaser,

respectively, to the extent providing, or causing to be provided by a

Subcontractor, any TSA Service.

"Service Provider Indemnified Party" has the meaning set forth in

Section 12(b).

"Service Provider Indemnifying Party" has the meaning set forth in

Section 12(b).

"Service Provider Licensed Materials" has the meaning set forth in

Section 13(c).

"Service Recipient" means, as applicable, Parent on behalf of itself

or its Affiliates, or Purchaser on behalf of itself, the Acquired Subsidiaries,

any of its Affiliates or the Joint Ventures, to the extent any such of the

foregoing is a recipient of TSA Services.

"Service Recipient Indemnified Party" has the meaning set forth in

Section 12(a).

"Service Recipient Indemnifying Party" has the meaning set forth in

Section 12(b).

"Service Recipient Materials" has the meaning set forth in Section

13(a)(i).

"Service Shortfall" has the meaning set forth in Section 4(d).

"Subcontractor" has the meaning set forth in Section 5.

"Systems" has the meaning set forth in Section 13(g)(ii).

"Term" has the meaning set forth in Section 7(a).

"Terminating Party" has the meaning set forth in Section 7(c)(i).

"Third Party Claim" has the meaning set forth in Section 12(e).

"TPC Services" has the meaning set forth in Section 2(a)(ii)(C).

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"TPC TSA" has the meaning set forth in Section 2(a)(ii)(C).

"TSA Audit" has the meaning set forth in Section 6(h).

"TSA Contacts" has the meaning set forth in Section 8(b).

"TSA Monthly Invoice" means an invoice setting forth the amounts

payable by or on behalf of the Service Recipient, for all applicable TSA

Services and any applicable activities performed pursuant to Section 2(j)(i)

hereof provided to it or its Affiliates or Joint Ventures hereunder, accompanied

by reasonable documentation supporting the charges sufficient to allow the

Service Recipient (or its Affiliate or Joint Venture, as the case may be) to

confirm the accuracy of such charges and to permit attribution of such charges

to the country in which such Service Recipient, Affiliate or Joint Venture is

located, which invoice shall be delivered pursuant to Section 6(c) of this

Agreement.

"TSA Records" has the meaning set forth in Section 6(g).

"TSA Services" means the Parent Services, the Acquired Subsidiaries

Services and the Omitted Services or any of them, as the context requires,

together with any Additional Services. The TSA Services shall include all

components, subtasks and subservices necessary for the provision and receipt

thereof.

"Unauthorized Access" has the meaning set forth in Section 25(e).

"U.S. Term" has the meaning set forth in Section 7(a).

SECTION 2. SERVICES AND ACTIVITIES.

(a) TSA SERVICES.

(i) PARENT SERVICES. Parent will continue to provide, or cause

to be provided by its Affiliates or Subcontractors, to the Acquired

Subsidiaries or, at Purchaser's direction, the Acquired Subsidiaries'

Affiliates, Purchaser or the Joint Ventures all services, support,

facilities, and other resources that Parent or Sellers, or their

respective Affiliates or Subcontractors, provided, or caused to be

provided, to the Acquired Subsidiaries or the Joint Ventures during the

Pre-Closing Period, including as set forth on Schedule 2(a) hereto

(designated as "Forward"), except as otherwise mutually agreed in writing

by Purchaser and Parent prior to the Effective Date (the "Parent

Services").

(A) In the event that Purchaser internally restructures,

reorganizes or transfers the Business to a Purchaser Affiliate,

Parent shall be obligated to continue to provide, or cause to be

provided, the Parent Services to the Purchaser Affiliate insofar as

it conducts the Business. Parent shall at all times assist and

cooperate with any Purchaser Affiliate that supports the Business,

only insofar as it supports the Business.

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(B) Parent has no obligation to provide, or cause to be

provided, TSA Services to Purchaser for itself or on behalf of any

Affiliate of Purchaser or Joint Venture that was not part of the

Business prior to the Effective Date, except as set forth in Section

2(a)(i)(A) hereof.

(ii) ACQUIRED SUBSIDIARIES SERVICES. Purchaser shall cause the

Acquired Subsidiaries to continue to provide, or cause to be provided by

its Affiliates or Subcontractors, to Parent or its Affiliates, all

services, support, facilities, and other resources hereto that they

provided, or caused to be provided, to Parent or such Affiliates during

the Pre-Closing Period, as set forth on Schedule 2(a) hereto (designated

as "Reverse"), except as otherwise mutually agreed by Purchaser and Parent

prior to the Effective Date (the "Acquired Subsidiaries Services").

(A) In the event that Parent internally restructures,

reorganizes or transfers the business to which the Acquired

Subsidiaries Services relate to another Parent Affiliate, Purchaser

shall be obligated to continue to provide, or cause to be provided,

the Acquired Subsidiaries Services to the Parent Affiliate, insofar

as it conducts the business to which the Acquired Subsidiaries

Services relate, except with regard to the Acquired Subsidiary

Services set forth on Schedule 2(a)(ii)(A).

(B) Purchaser has no obligation to provide, or cause to

be provided, TSA Services or Additional Services to Parent on behalf

of any Parent Affiliate that was not a Parent Affiliate prior to the

Effective Date, except as set forth above in Section 3(b)(ii)(A)

hereof.

services and related support, if any, provided by the Acquired

Subsidiaries to Travelers Property Casualty Corp. as of the

Effective Date under the Transition Services Agreement (the "TPC

TSA") between Citigroup, Inc. and Travelers Property Casualty Corp.,

dated August 19, 2002 (the "TPC Services").

(iii) OMITTED SERVICES. If, at any time within one hundred

twenty (120) days following the Effective Date, either party becomes aware

of any other service, support, facility or other resource that had been

provided during the Pre-Closing Period but which was omitted from Schedule

2(a) (collectively, the "Omitted Services"), then upon providing an

Operations Notice to the other party, such service, support, facility or

other resource will be added to the relevant schedule and become a TSA

Service and the relevant Service Provider will use commercially reasonable

efforts to resume provision of such TSA Service as soon as practicable.

(iv) KNOWLEDGE TRANSFER. Parent will use commercially

reasonable efforts to maintain in place employees with adequate knowledge

(A) to provide each Parent Service for such portion of the Term during

which such Parent Service is being provided hereunder, and (B) to provide

knowledge transfer to assist Purchaser in the migration and integration of

(y) each Parent Service including, with respect to any particular Parent

Service, for sixty (60) days following the migration and integration of

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such Parent Service (even if such sixty (60) day period extends beyond the

Term) and (z) each other service that Parent or its Affiliates or

Subcontractors had provided, or caused to be provided, to the Acquired

Subsidiaries or the Joint Ventures during the Pre-Closing Period, for

sixty (60) days following the Effective Date; provided, that knowledge

transfer under this Section 2(a)(iv)(B) shall only include normal customer

service activities. Parent shall provide the knowledge transfer activities

described in this Section 2(a)(iv) at no charge.

(v) INADVERTENT INCLUSIONS. In the event that Service Provider

discovers that Schedule 2(a) includes a description of services, support,

facilities, or other resources that were not provided to Service Recipient

during the Pre-Closing Period, then, after reasonable consultation with

Service Recipient, Service Provider may remove such description of

services, support, facilities, or other resources from Schedule 2(a). If

Service Recipient disputes such removal, the dispute shall be resolved in

accordance with Section 11(b); otherwise, such description shall be deemed

a request for Additional Services pursuant to Section 2(b).

(b) ADDITIONAL SERVICES. Service Recipient may request in writing

that the Service Provider provide a service that would be an Additional Service

if provided under this Section 2(b), which request shall include a description

of the service(s) requested to be performed and the associated business

specifications.

(i) If the requested service is a Required Additional Service,

then within ten (10) Business Days after the Date of Determination (as

defined below), Service Provider shall provide the Service Recipient with

a written proposal for such Required Additional Service. Each such written

proposal for a Required Additional Service submitted by the Service

Provider shall refer to the description provided by the Service Recipient

and shall include the estimated time and price (such price to be

calculated using the same methodology used to calculate prices for Service

Provider's Affiliates) of performing the Required Additional Service

(including any third-party consents necessary to perform the Required

Additional Service) and any potential impact on the then-existing TSA

Services. Service Provider shall have two (2) Business Days from the date

of receipt of Service Recipient's request to notify Service Recipient if

Service Provider does not agree that the requested service is a Required

Additional Service. If there is a dispute as to whether the requested

service is a Required Additional Service, it shall be resolved in

accordance with Section 11(b) on an expedited basis. The "Date of

Determination" shall be (i) the day Service Provider received Service

Recipient's request, if the Service Provider does not notify Service

Recipient in accordance with this Section 2(b)(i) that Service Provider

does not agree that the requested service is a Required Additional Service

or (ii) the date on which Service Provider and Service Recipient agree on

whether the requested service is a Required Additional Service (whether as

a result of the dispute resolution procedures in Section 11(b) or

otherwise), if the Service Provider notifies Service Recipient in

accordance with this Section 2(b)(i) that Service Provider does not agree

that the requested service is a Required Additional Service. If the

parties agree on Service Provider's written proposal or a written

variation thereof, the Service Provider shall perform such Required

Additional Service in accordance with the terms of this Agreement and such

agreed upon

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proposal. If the parties do not agree on such proposal or a written

variation thereof within ten (10) Business Days after the date such

written proposal is delivered to the Service Recipient, then the dispute

as to the proposal will be resolved in accordance with Section 11 hereof;

provided, that where the dispute is solely as to pricing, the Service

Provider will begin providing the Required Additional Service as soon as

practicable, regardless of whether the dispute has been resolved, and the

price paid shall be adjusted retroactively in the manner and amount as

determined by the dispute resolution process or as the parties may agree.

(ii) If the requested Additional Service is not a Required

Additional Service, Service Provider may, at its option, participate in

the process by which the provider of such Additional Service that is not a

Required Additional Service is selected, but the Service Recipient shall

have no obligation to select the Service Provider with respect to such

Additional Service. If the parties agree on a written proposal from

Service Provider to provide such requested Additional Service or a written

variation thereof, the Service Provider shall perform such Additional

Service in accordance with the terms of this Agreement and such agreed

upon proposal, and the price of performing such Additional Service will be

as agreed between the parties in such agreed upon proposal.

(iii) The agreed upon terms of each Additional Service shall

be annexed hereto as part of Schedule 2(b).

Each Service Provider shall continue to lease or sublease, as applicable, to any

Service Recipient the real property, premises, and facilities set forth on

Schedule 2(c), and any furniture, equipment, hardware, infrastructure and

networks currently leased to or in use by such Service Recipient, consistent

with such Service Provider's practices in effect immediately prior to the

Effective Date. In the event that the parties or their Affiliates (or in the

case of Purchaser, the Joint Ventures) enter into a written lease or sublease

after the Effective Date and during the Term for any real property, premises, or

facilities set forth on Schedule 2(c), such written lease or sublease shall

supersede this Agreement with regard to such real property, premises, or

facilities, and such real property, premises, or facilities shall be deemed

removed from Schedule 2(c).

(d) RESUMED SERVICES. If, after a TSA Service has been terminated by

the Service Recipient in accordance with Section 7(b) hereof, the Service

Recipient concludes that such TSA Service is still needed, the Service Recipient

will so notify the Service Provider, and the Service Provider will resume

providing such TSA Service, if commercially and technologically feasible. The

Service Recipient shall be responsible for all costs of Service Provider

associated with resuming such TSA Service, and to the extent practicable,

Service Provider shall have provided Service Recipient with an Operations Notice

of such expenses in advance.

(e) NO OBLIGATION TO PROVIDE OTHER SERVICES. Except for the TSA

Services, Additional Services, knowledge transfer activities to be provided

pursuant to Section 2(a)(iv) hereof and any activities to be performed pursuant

to Section 2(j) hereof, the parties shall have no obligation to provide any

other services to pursuant to this Agreement.

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(f) NON-EXCLUSIVITY. Nothing herein shall (i) prevent the Service

Recipient during the term of this Agreement from obtaining any of the TSA

Services from any other Person or from providing any TSA Service to itself using

its own services, support, facilities and other resources or (ii) compel the

Service Recipient to use or pay for a minimum volume of any TSA Service.

(g) COOPERATION. Each party agrees to perform all obligations under

this Agreement in good faith and to use commercially reasonable efforts to

cooperate with the other party in all matters relating to the provision and

receipt of the TSA Services, in order to facilitate the provision and receipt of

the TSA Services, to perform the activities pursuant to Section 2(j) hereof and

to minimize the expense, distraction and disturbance to the Service Providers.

Such cooperation shall include (i) each party timely notifying the other in

advance of any material changes to such party's operating environment or

personnel that could have an adverse effect on any TSA Services or security and

working with the other party to minimize the effect of such changes, it being

understood that no change shall (A) materially disrupt or interfere with the

provision or receipt of the TSA Services, (B) free the Service Provider from its

obligations under this Agreement, or (C) diminish the service, security, or

quality levels; (ii) facilitation of re-branding of external e-mail addresses;

and (iii) cooperating with investigations by Governmental Authorities.

(h) ACCESS, RESOURCES AND DECISIONS. The Service Recipient will use

its commercially reasonable efforts to timely provide, as reasonably and timely

requested by Service Provider, information and documentation sufficient for the

Service Provider to perform the TSA Services in the manner that they were

provided prior to the Effective Date, and will use its commercially reasonable

efforts to make available, as reasonably and timely requested by the Service

Provider, sufficient resources and timely decisions, approvals and acceptances

so that the Service Provider may perform its obligations under this Agreement in

a timely and efficient manner. Service Provider shall furnish Service Recipient

with access to the Service Provider's books and records under this Agreement in

a manner consistent with Section 6.4 of the Acquisition Agreement. To the extent

that the parties continue to lease or sublease to any Service Recipient any real

property, premises, facilities, furniture, equipment, hardware, infrastructure

and networks in accordance with Section 2(c) hereof, the lessee or sublessee, as

the case may be, shall have reasonable access to such leased or subleased

property as is necessary to conduct its business or perform its obligations

under this Agreement or the Related Agreements.

(i) ACQUISITION AGREEMENT MATTERS. Notwithstanding anything to the

contrary contained herein or in the Acquisition Agreement, each party's

obligations under Sections 1.1, 1.3 and 1.5 of Section 6.22 of the Sellers

Disclosure Letter to the Acquisition Agreement shall cease upon the Closing.

(j) CERTAIN ACTIVITIES.

(i) SEPARATION AND SEGREGATION.

(A) To the extent that, prior to the Effective Date,

Parent has not completed separation and/or segregation of the

operations of the Acquired Subsidiaries from the operations of

Sellers and Affiliates of Sellers or separation

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and/or segregation of all personal, private, health or financial

information about individual policyholders, customers, consumers or

benefits recipients related to the Business carried on by the

Acquired Subsidiaries from any other information of Sellers or

Affiliates of Sellers, whether by physical or logical separation of

such data and information and/or by the use of contractual,

administrative, technical and/or physical oversights, mechanisms and

processes: (1) Parent shall make the completion of such separation

and/or segregation its highest priority under this Agreement, (2)

Parent's performance of such separation and/or segregation

activities shall be of high quality and shall be conducted in the

same manner as if Parent were performing such activities for a

Parent Affiliate, (3) such lack of completion shall not affect the

level or quality or cost of performance of the Parent Services or

Additional Services or Parent's obligations pursuant to the Related

Agreements, and (4) such separation and segregation shall be

completed in such a manner so that the Business carried on by the

Acquired Subsidiaries will, at and immediately after such separation

and segregation has been completed, comply with (a) all applicable

Law with respect to privacy of such data and information and (b) any

applicable policies of, or promises made to policyholders,

customers, consumers or benefit recipients of, any of the Acquired

Subsidiaries, Parent or Sellers with respect to privacy of such data

and information.

(B) To the extent that any Losses arise out of or are

caused by a claim that relates to a failure to complete, prior to

the Effective Date, separation and/or segregation of the Acquired

Subsidiaries' operations and data from the operations and data of

Parent and its Affiliates that arises out of the transactions

contemplated by the Acquisition Agreement, the parties shall equally

share such Losses. For the avoidance of doubt, to the extent any

Losses arise out of a failure by Parent or Purchaser to properly

separate and segregate such operations and data in accordance with

the standards set forth in Section 2(j)(i)(A)(4) hereof (whether

done prior to or following the Effective Date), such Losses shall be

subject to indemnification under Sections 12(a)(ix) and 12(b)(vii)

hereof.

to whether a particular activity constitutes a TSA Service or a

separation and/or segregation activity, such dispute shall be

resolved in accordance with Section 11(b) hereof on an expedited

basis.

(ii) TRANSITION PLANNING. To the extent not completed prior to

the Effective Date, Parent and Purchaser shall cooperate with Purchaser

with regard to planning the transition and migration of the Business

(including the data, systems, operations, and administration) to

Purchaser.

SECTION 3. LIMITATIONS ON TSA SERVICES.

(a) SCOPE OF REQUIRED TSA SERVICES BY PARENT. Except as otherwise

provided herein, Parent shall only be required to provide (or cause to be

provided) the Parent Services to the extent that the Acquired Subsidiaries'

business is conducted in substantially the

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same manner (inclusive of any organic growth to such business) it was conducted

immediately prior to the Effective Date.

(b) SCOPE OF REQUIRED TSA SERVICES BY PURCHASER. Purchaser shall

only be required to provide, or cause to be provided, the Acquired Subsidiaries

Services to the extent that the applicable business of Parent and its Affiliates

is conducted in substantially the same manner (inclusive of any organic growth)

it was conducted immediately prior to the Effective Date.

Provider shall be required to provide any TSA Service (or portion thereof) to

the extent performance of such TSA Service (or portion thereof) would require it

to violate (i) any applicable Law, (ii) any executed written agreement in effect

as of the Effective Date between such Service Provider and a non-affiliated

third party or (iii) changes in such Service Provider's Policies and procedures

to the extent changes are made (A) after the Effective Date and (B) to comply

with Law, to respond to a new legal or regulatory issue or to respond to a

security threat (each an "Excusable Circumstance"). Each Service Provider shall

notify the Service Recipient of any Excusable Circumstance and shall cooperate

in providing alternative services that provide the same benefits and same level

and quality of performance as the TSA Service (or any portion thereof) that

could not be performed because of the Excusable Circumstance. Payment

obligations for any increases in cost resulting from the provision of such

alternative services shall be subject to the provisions of Section 10 hereof.

Notwithstanding the foregoing, the provision of all TSA Services (except for

Additional Services) by each Service Provider is deemed to comply with such

Service Provider's Policies and procedures in effect as of the Effective Date.

(d) NO OBLIGATION TO HIRE. No Service Provider shall be obligated to

hire any additional employees, maintain the employment of any specific employee

or acquire additional equipment or software to provide the TSA Services, perform

knowledge transfer activity pursuant to Section 2(a)(iv) hereof, or perform any

activities pursuant to Section 2(j) hereof; provided, that it maintains the

level, quality and costs of the TSA Services and/or such knowledge transfer and

other activities.

(e) RESTRICTIONS ON WORK PRODUCT. Each party, as Service Provider,

will promptly provide an Operations Notice to the other party, as Service

Recipient, of any material restrictions, terms and conditions on Service

Recipient's rights in work product, services and deliverables provided as any

part of the TSA Services by a Subcontractor that is not an Affiliate

Subcontractor which would be otherwise be enjoyed by the Service Recipient if

such service were provided hereunder directly by Parent or Purchaser.

(f) CONSENTS. To the extent not completed prior to the Effective

Date, Parent shall use commercially reasonable efforts to negotiate and obtain

all consents with respect to the Certain IP Agreements, with Purchaser's

participation, cooperation and approval and at Purchaser's expense. To the

extent that Purchaser does not approve of any consent arrangement and pricing

proposed by Parent for approval by Purchaser, Purchaser shall take over the

negotiation from Parent and shall complete same at Purchaser's expense (except

with respect to consents required solely to provide the Acquired Subsidiaries

Services, which shall be at Parent's expense). To the extent that Purchaser is

unable to obtain a proposal for a consent arrangement

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with respect to any Certain IP Agreement, Parent shall obtain acceptable

alternative arrangements, with Purchaser's participation, cooperation and

approval and at Purchaser's expense (except with respect to consents required

solely to provide the Acquired Subsidiaries Services, which shall be at Parent's

expense). To the extent that Purchaser does not approve of any such alternative

arrangement, including pricing therefor, Purchaser shall take over the

negotiation from Parent and shall complete same, at Purchaser's expense. Parent

shall bear all costs in connection with obtaining such consents or providing

such acceptable alternative arrangements with respect to Acquired Subsidiaries

Services. Purchaser shall bear all costs in connection with obtaining such

consents or providing such acceptable alternative arrangements with respect to

Parent Services, provided that Parent has, within ninety (90) days of the

execution of the Acquisition Agreement, identified the applicable necessary

consent to Purchaser. With respect to consents required to provide the Parent

Services, which consents relate to agreements that Parent did not provide to

Purchaser within ninety (90) days of the date of the Acquisition Agreement or

with respect to any consents required solely to provide the Acquired

Subsidiaries Services, Parent shall bear all responsibility, liability and

expense related thereto.

(g) NO OBLIGATION OF PARENT TO PROVIDE CERTAIN SERVICES.

Notwithstanding anything to the contrary set forth herein, Parent shall have no

obligation to provide investment management services to the Acquired

Subsidiaries under this Agreement.

SECTION 4. STANDARDS OF TSA SERVICES, REVIEW PROCEDURES AND PENALTIES.

(a) STANDARDS OF TSA SERVICES. The TSA Services shall be provided in

accordance with applicable Law and the Service Provider's Policies and

procedures in a good and workerlike manner and, at a minimum, at the level and

quality at which the TSA Services were provided prior to the Effective Date. In

instances where TSA Services were provided in accordance with service level

agreements or targets in effect immediately prior to the Effective Date, such

service level agreements or targets shall continue to apply to the TSA Services

provided hereunder, including any such service level agreements or targets set

forth in agreements between Parent or a Parent Affiliate and an Acquired

Subsidiary that are terminated as part of the transaction contemplated by the

Acquisition Agreement and the Related Agreements.

(b) IMPROVEMENTS IN TSA SERVICES.

(i) If, due to a change in Law or a change in the Service

Provider's Policies and procedures in accordance with Section 10 hereof, a

Service Provider improves the level and/or quality at which any service

that is provided to any Affiliate of Service Provider hereunder, then each

Affiliate of Service Recipient that receives the same TSA Services

hereunder shall receive at least the same increased level and/or quality

of service as the Service Provider's Affiliates receiving the service that

is the same as a TSA Service, and Service Recipient shall pay the share of

its Affiliates receiving the TSA Service of any costs associated with such

increase, calculated using the same methodology used to determine the

costs paid by the Service Provider's other Affiliates that are recipients

of such service. If Purchaser, the Acquired Subsidiaries, their

Affiliates, or the Joint Ventures are the recipients of such TSA Service,

the costs

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associated with such increase shall be at the same discounted rates as

were applied to charges payable by the Acquired Subsidiaries as of the

date of execution of the Acquisition Agreement.

(ii) The Service Recipient may request that the Service

Provider improve the level and/or quality at which the Services are

provided, and the Service Provider shall reasonably consider providing

such Service level and/or quality, on mutually agreed terms and pricing;

provided, that the Service Provider must provide any such increased level

and/or quality that the Service Recipient requires due to a change in Law

that is only applicable to the Service Recipient (or its Affiliates), so

long as the Service Recipient agrees to bear all costs of such increase,

which cost shall be calculated on a "time and materials" basis.

applicable Subcontractors to provide to the Service Recipient or the Affiliates

designated by such Service Recipient the same reports that it provided

immediately prior to the Effective Date (the "Reports"), in the same form as

provided immediately prior to the Effective Date.

(d) FAILURE TO MEET STANDARDS FOR SERVICES, INABILITY TO PERFORM,

ERRORS. If a Service Recipient provides its corresponding Service Provider with

an Operations Notice of any failure to meet any standard of TSA Services

required by this Agreement ("Service Shortfall"), as determined by such Service

Recipient in good faith, the Service Provider shall promptly rectify such

failure at its own expense, using commercially reasonable efforts. All

significant Service Shortfalls shall be rapidly and timely escalated pursuant to

Section 11(b) hereof. If a Service Provider is unable to provide the TSA

Services (other than as otherwise expressly allowed under this Agreement) even

if such inability is due to a Force Majeure Event, such Service Provider will

cooperate in obtaining an alternative source of services as promptly as

practicable. If such inability is due to a Force Majeure Event, the parties

shall share equally any incremental costs of such alternative source of

services; in all other cases, the Service Provider shall be responsible for such

incremental costs. Each Service Provider will promptly correct any errors in the

TSA Services, in such manner and time frame as if the TSA Services were being

provided to itself, at no additional cost to the Service Recipient.

(e) FAILURE TO PROVIDE TSA SERVICES. To the extent that Service

Provider or its Subcontractor fails to provide, or fails to timely provide, any

TSA Service as required under this Agreement or fails to meet the applicable

standard of service for any TSA Service as set forth herein, unless such failure

resulted primarily from the act or omission of Service Recipient (even if such

failure to provide TSA Services is excused by Force Majeure Events pursuant to

Section 14 hereof), then Service Recipient shall have no obligations or

liability hereunder or under the Related Agreements for failure to meet its

obligations hereunder or under the Related Agreements to the extent such failure

is attributable to Service Provider's failure to meet the applicable standard of

service until such time as Service Provider cures such failure to the extent

required to enable Service Recipient to resume fulfilling such obligations

hereunder or under the Related Agreements.

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SECTION 5. SUBCONTRACTORS.

(a) RIGHT TO SUBCONTRACT. Each Service Provider reserves the right

to subcontract the performance of any of the TSA Services to another provider,

including third parties and the Service Provider's Affiliates, (each, a

"Subcontractor"), provided that such Service Provider shall always remain

responsible for (i) the performance of all TSA Services in accordance with the

service levels, quality and costs set forth herein and (ii) compliance by any

Subcontractor with the terms and conditions of this Agreement and for any acts

or omissions of such Subcontractor. Any TSA Service provided by a Subcontractor

will be provided on the same terms and conditions under which such Subcontractor

provides any similar service, support, facility or other resource to Service

Provider or its Affiliates generally. Each Subcontractor acting on behalf of a

Service Provider shall perform in all respects in accordance with the terms

hereof applicable to the Service Provider.

(b) AFFILIATE SUBCONTRACTORS. Unless prohibited by Law or a new

legal or regulatory issue, each Service Provider shall cause any Subcontractor

that is also an Affiliate of such Service Provider to waive any existing,

restriction or constraint on its work product, any requirement for consent, and

any other term of service or performance (and shall not impose any other new

term) that is more onerous than that which is currently in place for services

substantially like the TSA Services or that are agreed by Parent or Purchaser

hereunder for services, support, facilities, and other resources provided

directly by either to the other (each such unprohibited Subcontractor, an

"Affiliate Subcontractor").

SECTION 6. CONSIDERATION FOR SERVICES; FEE DISPUTE RESOLUTION.

(a) CONSIDERATION. In full consideration for the Service Provider

providing, or causing to be provided, the TSA Services, performing, or causing

to be performed, any activities pursuant to Section 2(j) hereof, and any and all

rights granted or obligations undertaken hereunder, the Service Recipient shall

pay to the Service Provider, and reimburse the Service Provider for, each of the

following:

(i) the Fees for the first twelve (12) months following the

Effective Date for TSA Services being provided in the United States and

the first eighteen (18) months after the Effective Date for TSA Services

being provided outside of the United States, with respect to any TSA

Service that (A) is not an Additional Service and (B) was provided during

the Pre-Closing Period. "Fees" means collectively: (I) the price, if

applicable, for the equivalent of such TSA Service set forth on the 2005

Price Lists set forth as part of Schedule 6(a)(i) hereto, multiplied by

the applicable number of units used during the month, if applicable; (II)

if subsection (I) does not apply, the price, if applicable, for the

equivalent of such TSA Service that was charged during 2005 prior to the

Effective Date by Parent or its Affiliates that are not Acquired

Subsidiaries to the Acquired Subsidiary or Joint Venture receiving the TSA

Service; or (III), if neither subsection (I) nor subsection (II) applies,

the price (including fixed costs and variable costs) for such TSA Service

or activity to be fairly inferred from the budgets set forth as part of

Schedule 6(a)(i) hereto. At the end of each three (3) calendar month

period during the Term following the Effective Date (or more frequently,

upon mutual agreement), the parties shall determine what reductions, if

any, in the Fees are appropriate (including any

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mutually agreed upon retroactive adjustments), given the TSA Services

terminated during the preceding three (3) calendar month period or during

the three (3) calendar month period since reductions were last determined

in accordance with this Section 6(a)(i), in each case subject to the

limitations of Section 6(b).

(ii) at the end of each three (3) calendar month period

following the end of the first twelve (12) months after the Effective Date

for TSA Services being provided in the United States (which shall

additionally include the stub period of the remainder of the month in

which this Agreement is executed if the Effective Date is other than the

first day of the month), and at the end of each three (3) calendar month

period following the end of the first eighteen (18) months after the

Effective Date for TSA Services being provided outside of the United

States (which shall additionally include the stub period of the remainder

of the month in which this Agreement is executed if the Effective Date is

other than the first day of the month), the then-existing Fees shall

increase by two percent (2%). In the event that the term for TSA Services

being provided to a location outside the United States is extended for an

additional twelve (12) months from thirty (30) to forty-two (42) months

pursuant to Section 7(a)(i)(A) hereof, the then-existing Fees shall

increase by three percent (3%) at the end of each three (3) month period

during such twelve (12) month extension; provided further that any

increase in Fees in accordance with this Section 6(a)(ii) hereof shall not

apply with respect to any TSA Service for which Service Recipient's

continued requirement of such TSA Service is materially caused by Service

Provider's failure to meet any existing service levels applicable pursuant

to Section 4(a) or timely perform such TSA Service as contemplated in

Section 7(a)(i)(B) hereof for the then-current three (3) month Fee

escalation period. The foregoing increase in Fees shall continue without

effect for each successive three (3) month Fee escalation period during

which such failure or causation is continuing at the commencement thereof

and upon cure of such failure or causation, the increase in Fees shall not

be cumulative for periods when such failure or causation was continuing;

(iii) all charges for any TSA Services provided by a

Subcontractor that is not an Affiliate Subcontractor; provided, that such

charges shall be on a pass-through basis without any additional charge by

each Service Provider. All charges for TSA Services provided hereunder by

an Affiliate Subcontractor will be calculated in accordance with Section

6(a)(i)hereof;

(iv) one-half of all costs relating to physical and

technological separation and/or segregation of operations and data,

including all charges for any Subcontractor; provided, that such

Subcontractor charges and any other third party costs shall be on a

pass-through basis without any additional charge by each Service Provider;

(v) any incremental costs incurred by the Service Provider to

(A) take steps to maintain its current level of security that are required

as a result of its provision of any TSA Services that were not provided to

Service Recipient during the Pre-Closing Period and (B) provide security

for Additional Services. The Service Provider shall pay any incremental

costs required to maintain its current level of security with respect to

the provision of any service that was provided during the Pre-Closing

Period and is provided hereunder as a TSA Service;

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(vi) compensation for any Additional Service that is not a

Required Additional Service shall be in accordance with Section 2(b)(ii),

and the compensation for any Required Additional Service shall be in

accordance with Section 2(b)(i); and

(vii) all of the Service Provider's reasonable out of pocket

expenses in connection with the provision of TSA Services by Service

Provider or re

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